AXAR Axar Acquisition Corp.

PROXY STATEMENT

The special meeting of stockholders and special meeting of public warrantholders of AR Capital Acquisition Corp. (the “Company,” “we,” “us” or “our” ), a Delaware corporation, will be held at 10:00 a.m. and 10:15 a.m., respectively, local time, at the offices of Winston & Strawn LLP at 200 Park Avenue, New York, New York 10166 on Thursday, October 6, 2016.

At the special meeting of stockholders, our stockholders will be asked to consider and vote upon the following six proposals:

The purpose of the Extension Amendment, Reverse Stock Split, Name Change Amendment, Trust Amendment and Dividend Withdrawal Proposal (collectively, the “Charter and Trust Proposals”) is to allow the Company more time to complete an initial business combination and to reflect the Company’s new management (described below).

The Charter and Trust Proposals, if approved, will become effective upon the closing of the transactions contemplated by the Transfer Agreement (as defined below).

At the special meeting of public warrantholders, our public warrantholders will be asked to consider and vote on a proposal, which we refer to as the “Warrant Conversion Proposal,” to approve an amendment to the Warrant Agreement, dated as of October 1, 2014 (the “Warrant Agreement”), between the Company and Continental Stock Transfer & Trust Company, to provide for (i) the conversion, upon the consummation of a business combination, of all of the 12,000,000 outstanding warrants included as part of the units sold in the IPO (the “public warrants”) into the right to receive $0.15 per public warrant, payable in cash or shares of the Company’s common stock (valued at $10.00 per share), at the discretion of the Company, which the Company believes will increase the Company’s strategic opportunities and attractiveness to potential target businesses and future investors by eliminating the dilutive impact of the warrants and (ii) for the increase in the exercise price of the Private Placement Warrants (defined below) from $11.50 to $12.50 per share. If the Warrant Conversion Proposal is approved, only the public warrants will be converted into the right to receive cash or shares of the Company’s common stock. The Private Placement Warrants (defined below) will not be converted. If the Warrant Conversion Proposal is not approved by the public warrantholders, the Company will not effect the Charter and Trust Proposals unless the board of directors of the Company elects to waive such condition. If the Charter and Trust Proposals do not become effective, our warrants will expire worthless. If the Charter and Trust Proposals are approved by the stockholders and the Warrant Conversion Proposal is not approved by the public warrantholders, but the board of directors elects to waive such condition, then the public warrants will remain outstanding under the current Warrant Agreement and will not be converted. Our public warrantholders will also be asked to consider and vote on a proposal, which we refer to as the “Warrantholder Adjournment Proposal,” to adjourn the special meeting of public warrantholders to a later date or time, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of public warrantholders, there are not sufficient votes to approve the Warrant Conversion Proposal.

On September 15, 2016, we entered into an agreement (the “Transfer Agreement”) with AR Capital, LLC, our current sponsor which holds 5,947,827 shares of our common stock we issued to it prior to the IPO (the “founder shares”) and 6,550,000 warrants we issued to it in a private placement concurrently with our IPO (the “Private Placement Warrants”), and Axar Master Fund Ltd. (“AXAR”), our new sponsor, pursuant to which AR Capital, LLC agreed to transfer to AXAR all of the founder shares and Private Placement Warrants, subject to the approval of the Charter and Trust Proposals, in exchange for the payment of (i) $10.00 to be paid on the first business day following the approval of the Charter and Trust Proposals and (ii) an additional amount, payable in cash upon the consummation of our initial business combination, equal to 2.5% of the amount of cash held in the trust account immediately following the completion of any and all redemptions of public shares in connection with the Extension Amendment, provided that such amount shall not be less than $1,000,000 nor more than $3,000,000. It is a closing condition under the Transfer Agreement that there be at least $25 million in the trust account after giving effect to any redemptions by public stockholders in connection with the Extension Amendment.

AXAR is an alternative investment manager focused on value-oriented and opportunistic investing with expertise across asset classes and industries in the United States and Canada. Headquartered in New York City, AXAR was founded by Andrew Axelrod, the former co-head of North America for Mount Kellett Capital Management. AXAR's investment team focuses on opportunities across the capital structure and multiple sectors. AXAR seeks attractive prices relative to intrinsic value and invests in event-driven situations with clear catalysts and asymmetric return potential. AXAR has extensive experience with bankruptcies and restructuring, and seeks to utilize these processes to identify investment opportunities.

AXAR and the Company’s independent directors have agreed to waive their rights to receive the dividend which may be declared as contemplated by the Dividend Withdrawal Proposal with respect to their founder shares. The amount of cash represented by such waivers will be added to the amount of the dividend paid to public stockholders.

Under the Transfer Agreement, AXAR has agreed to support the Company’s initial business combination by purchasing at least $100 million of shares of common stock of the Company prior to or concurrently with the Company’s initial business combination, at a price per share of $10.00.

Our board of directors also (i) appointed Andrew Axelrod as a member of our board of directors, Mr. Axelrod as Chief Executive Officer and Executive Chairman and Lionel Benichou as Chief Financial Officer of the Company (such new officers and directors collectively referred to herein as the “New Management”) and (ii) accepted the resignations of Nicholas Schorsch (as Chairman of the Board of Directors), William M. Kahane (as Chief Executive Officer and director) and Nicholas Radesca (as Chief Financial Officer), in each case effective upon approval of the Charter and Trust Proposals and the closing of the transactions contemplated by the Transfer Agreement. Our board of directors believes this change in our management will give us a better chance to consummate a business combination. Therefore, our board has determined that it is in the best interests of our stockholders to extend the date that the Company has to consummate a business combination to the Extended Termination Date in order for the New Management to have sufficient time to propose a business combination opportunity to our stockholders.

Public stockholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares in connection with the Extension Amendment (the “Election”), regardless of how or whether such public stockholders vote on the Charter and Trust Proposals. If the Charter and Trust Proposals are approved, the remaining holders of public shares who do not make the Election will retain their right to redeem their public shares upon consummation of a proposed business combination and would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Termination Date.

AXAR has agreed to forfeit to the Company upon consummation of our initial business combination the number of founder shares, if any, that is in excess of 25% of the sum of (i) the number of public shares outstanding after giving effect to all redemptions of public shares in connection with the Extension Amendment, plus (ii) the sum of (a) the total number shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares or equity-linked securities exercisable for or convertible into shares of common stock issued, or to be issued, to any seller in the initial business combination or to AXAR or its affiliates, minus (b) the number of public shares redeemed by public shareholders in connection with our initial business combination. In addition, AXAR has also agreed to forfeit to the Company upon consummation of our initial business combination a percentage of Private Placement Warrants equal to the percentage of founder shares forfeited pursuant to the preceding sentence.

If the Charter and Trust Proposals are approved, AXAR has agreed to lend us on January 1, 2017 and on the first business day of each fiscal quarter commencing thereafter through the fiscal quarter in which we consummate an initial business combination or liquidate the trust account the lesser of (i) $0.05 multiplied by the number of outstanding public shares not redeemed in connection with the Extension Amendment and (ii) $250,000 (the “Trust Loans”), which amounts will be deposited in the trust account. AXAR has also agreed to lend us up to $2 million for working capital expenses (the “Working Capital Loan” and together with the Trust Loans, the “Loans”). Accordingly, if the Charter and Trust Proposals are approved, the redemption price per share in any subsequent business combination or liquidation will be approximately $10.00 per share plus the pro rata amount of the Trust Loans deposited in the trust account at the time of such initial business combination or liquidation, in comparison to the current redemption price of approximately $10.00 per share if the Charter and Trust Proposals are not approved. The Loans are conditional upon the approval of the Charter and Trust Proposals, will be non-interest bearing and repayable by us to AXAR upon consummation of an initial business combination.

On September 15, 2016, the Company and Citigroup Global Markets Inc., the representative of the underwriters of the IPO (the “underwriters”), entered into an amendment to the underwriting agreement for the IPO pursuant to which the underwriters have agreed to adjust the deferred underwriting discount payable upon the consummation of the business combination to be equal to 2.4% of the amount held in the trust account immediately after giving effect to the redemptions of public shares in connection with the Extension Amendment and the dividend paid in connection with the Reverse Stock Split, if any.

In addition, in order for public stockholders to recoup a portion of the value of the warrants that are converted in connection with the Warrant Conversion Proposal, and to incentivize our public stockholders not to redeem their shares in connection with the Extension Amendment, our board of directors intends to declare a dividend on our common stock to stockholders of record as of one business day following the effectiveness of the Charter and Trust Proposals consisting of one-third of one warrant per share of common stock, with each whole warrant exercisable to purchase one share of our common stock at $12.50 per share (each a “new warrant”). The new warrants will otherwise have the same terms and conditions as the public warrants without giving effect to the Warrant Conversion Proposal. As a result, for each share of common stock held as of the first business day following effectiveness of the Charter and Trust Proposals, which will be the record date for the warrant dividend, the holder thereof will receive one-third of one new warrant. Under the Transfer Agreement, AXAR has agreed waived its right to receive such dividend with respect to its founder shares.

If the Warrant Conversion Proposal is approved and the Company consummates an initial business combination, the public warrants will be exchanged for the cash and/or shares of common stock described above, and public warrantholders will cease to have any rights with respect to the public warrants (other than the right to receive such cash and/or stock consideration), including, without limitation, any rights pursuant to Section 4.1.2 of the Warrant Agreement, which provides for a decrease in the exercise price of the public warrants in connection with the payment of certain dividends, such as the dividends or distributions that will be made to public stockholders described herein.

The Company estimates that the per-share price at which public shares will be redeemed for cash held in the trust account for those public stockholders who make the Election will be approximately $10.00 at the time of the special meeting of stockholders. The closing price of the Company’s common stock on September 14, 2016 was $9.99. The Company cannot assure stockholders that they will be able to sell their shares of common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

Given the potential that a meaningful number of public shares may be redeemed in connection with the Extension Amendment, the board of directors believes that is in the Company’s best interest to eliminate the dilutive impact of the warrants. Otherwise, the board of directors believes that the number of shares underlying the warrants in proportion to the total capitalization would make the Company unattractive to potential target businesses and investors. The board of directors of the Company believes that, by eliminating the dilutive impact of the warrants, the Warrant Conversion Proposal will increase the Company’s opportunities and attractiveness to potential target businesses and future investors if the Charter and Trust Proposals are approved. If the Warrant Conversion Proposal is not approved by the public warrantholders, the Company will not effect the Charter and Trust Proposals unless the board of directors of the Company elects to waive such condition. If the Charter and Trust Proposals do not become effective, our warrants will expire worthless. If the Charter and Trust Proposals are approved by the stockholders and the Warrant Conversion Proposal is not approved by the public warrantholders, but the board of directors elects to waive such condition, then the public warrants will remain outstanding under the current Warrant Agreement and will not be converted.

If the proposals are approved, the approval of the Trust Amendment will constitute consent for the Company to (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares and (ii) deliver to the holders of redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete a business combination on or before the Extended Termination Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their availability to vote on a business combination through the Extended Termination Date if the proposals are approved. At the time the Charter and Trust Proposals become effective, the Company will amend the trust agreement to permit the withdrawal of the Withdrawal Amount from the trust account and extend the date on which to liquidate the trust account to the Extended Termination Date.

If the Charter and Trust Proposals are not approved and we do not consummate a business combination by October 7, 2016, as contemplated by our IPO prospectus and in accordance with our amended and restated certificate of incorporation, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The record date for the special meetings is September 20, 2016. Record holders of the Company’s common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting of stockholders. On the record date, there were 30,000,000 shares of our common stock outstanding, 24,000,000 of which are IPO shares and 6,000,000 of which are founder shares. Record holders of the Company’s warrants at the close of business on the record date are entitled to vote or have their votes cast at the special meeting of public warrantholders. On the record date, there were 12,000,000 outstanding public warrants to purchase an aggregate of 12,000,000 shares of the Company’s common stock. The Company’s warrants do not entitle the holders thereof to vote on the Charter and Trust Proposals at the special meeting of stockholders.

The affirmative vote of sixty-five percent (65%) or more of the Company’s common stock outstanding as of the record date will be required to approve each of the Extension Amendment, Trust Amendment and Dividend Withdrawal Proposal. The affirmative vote of a majority of the Company’s outstanding common stock as of the record date will be required to approve the Reverse Stock Split and Name Change Amendment. Approval of the Stockholder Adjournment requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders.

The affirmative vote of fifty percent (50%) or more of the Company’s outstanding public warrants as of the record date will be required to approve the Warrant Conversion Proposal. Approval of the Warrantholder Adjournment Proposal requires the affirmative vote of the holders of a majority of the public warrants represented in person or by proxy at the special meeting of public warrantholders.

This proxy statement contains important information about the special meetings of stockholders and public warrantholders and the proposals. Please read it carefully and vote your shares at the special meeting of stockholders and vote your warrants at the special meeting or warrantholders.

This proxy statement is dated __________, 2016 and is first being mailed to stockholders and public warrantholders on or about that date.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

We believe it is important to communicate our expectations to our stockholders and warrantholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provides examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution of the funds from the trust account and the Company’s ability to finance and consummate any proposed business combination. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

SUMMARY

This section summarizes information related to the proposals to be voted on at the special meeting of stockholders and special meeting of public warrantholders. These matters are described in greater detail elsewhere in this proxy statement. You should carefully read this entire proxy statement and the other documents to which it refers you. See “Where You Can Find More Information.”

The Company

AR Capital Acquisition Corp. is a blank check company incorporated on July 25, 2014 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On October 7, 2014, we completed our initial public offering of 24,000,000 public units, with each public unit consisting of one public share, and one-half of one warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. The public units were sold at an offering price of $10.00 per public unit, generating total gross proceeds of $240,000,000.

Prior to the consummation of our initial public offering, on August 1, 2014, the current sponsor, AR Capital, LLC, purchased 8,625,000 founder shares for $25,000, or approximately $0.003 per share. The founder shares are identical to the common stock included in the public units except that the founder shares are subject to certain transfer restrictions, as described in more detail below. On October 1, 2014, in connection with a reduction in the size of the initial public offering, the current sponsor contributed 1,725,000 founder shares back to the Company, which we canceled. Also on October 1, 2014, the current sponsor entered into a securities assignment agreement, pursuant to which the current sponsor sold 20,000 founder shares at their original price to each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich, our independent directors. On December 4, 2014, as a result of the underwriters’ election not to exercise the over-allotment option in connection with our initial public offering, our initial stockholders forfeited an aggregate of 900,000 founder shares, consisting of a forfeiture of 2,609 founder shares by each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich, and a forfeiture of 892,173 founder shares by the current sponsor. As a result of the forfeiture, the current sponsor holds 5,947,827 founder shares, and each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich holds 17,391 founder shares, so that there are 6,000,000 founder shares outstanding. The number of founder shares represents 20% of our issued and outstanding shares.

Simultaneously with the consummation of our initial public offering, we consummated the private sale of 6,550,000 private placement warrants, each exercisable to purchase one share of our common stock at $11.50 per share, to the current sponsor at a price of $1.00 per warrant, generating gross proceeds of $6,550,000. After deducting the underwriting discounts and commissions (excluding the deferred portion of $8,400,000 in underwriting commissions and advisory fees, which amount will be payable if the initial business combination is consummated) and the offering expenses, the total net proceeds from our initial public offering and the private placement warrants was approximately $241,000,000, of which $240,000,000 (or approximately $10 per public unit) was placed in the trust account. The trust proceeds are invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Our amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay income taxes and franchise taxes, none of the funds held in trust will be released until the earlier of (i) the completion of our initial business combination, (ii) a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of our initial public offering, and then only in connection with those shares of our common stock that such stockholders properly elect to redeem and (ii) the redemption of 100% of the public units if we are unable to complete an initial business combination within 24 months from the closing of our initial public offering.

After payment of underwriting discounts and commissions (excluding the deferred portion of $8,400,000 in underwriting commissions and advisory fees, which amount will be payable if the initial business combination is consummated) and approximately $750,000 in expenses relating to our initial public offering, approximately $1,000,000 of the net proceeds of our initial public offering and the private placement warrants was not deposited into the trust account and was retained by us for working capital purposes. The net proceeds deposited in the trust account remain on deposit in the trust account earning interest. As of June 30, 2016, there were $240,091,511 in investments held in the trust account and $179,359 held outside the trust account available for working capital purposes.

The mailing address of the Company’s principal executive office is 405 Park Avenue, 14th Floor, New York, New York 10022.

The Charter and Trust Proposals

The Extension Amendment

The Company is proposing to amend its amended and restated certificate of incorporation to extend the Termination Date from the Current Termination Date to the Extended Termination Date and to permit the withdrawal of funds from the trust account to pay public stockholders who properly exercise their redemption rights in connection with the Extension Amendment.

The Reverse Stock Split

The Company is proposing to amend its amended and restated certificate of incorporation to effect a reverse stock split, only if there are greater than 10,000,000 public shares outstanding immediately after the completion of any redemptions of public shares in connection with the Extension Amendment, which will have the effect of reducing the total number of outstanding shares of the Company’s common stock to 12,500,000, 10,000,000 of which will be public shares, and to permit the withdrawal of funds from the trust account to pay the cash dividend described in the Dividend Withdrawal Proposal.

The Name Change Amendment

The Company is proposing to change the Company’s name from “AR Capital Acquisition Corp.” to “Axar Acquisition Corp.”

The Trust Amendment

The Company is proposing to amend the trust agreement to extend the date on which the trustee must liquidate the trust account in the event the Company has not consummated a business combination from the Current Termination Date to the Extended Termination Date and to permit the withdrawal of funds from the trust account to pay public stockholders who properly exercise their redemption rights in connection with the Extension Amendment.

The Dividend Withdrawal Proposal

The Company is proposing to amend the trust agreement to permit the withdrawal of funds from the trust account to pay a dividend to be declared by our board of directors on the common stock outstanding, only if there is a Reverse Stock Split and only payable to the holders of public shares, in an amount per outstanding public share equal to (i) the amount of cash held in the trust account in excess of $100,000,000 after giving effect to redemptions in connection with the Extension Amendment, divided by (ii) 10,000,000.

The Charter and Trust Proposals, if approved, will become effective upon the closing of the transactions contemplated by the Transfer Agreement.

If the Charter and Trust Proposals Are Not Approved

If the Charter and Trust Proposals are not approved and we do not consummate a business combination by October 7, 2016, as contemplated by our IPO prospectus and in accordance with our amended and restated certificate of incorporation, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. If the Charter and Trust Proposals do not become effective, our warrants will expire worthless.

If the Charter and Trust Proposals Are Approved

Under the terms of the proposed Charter and Trust Proposals, public stockholders may make the Election.

If each of the Extension Amendment, Trust Amendment and Dividend Withdrawal Proposal is approved by the affirmative vote of sixty-five percent (65%) or more of the common stock outstanding as of the record date and each of the Reverse Stock Split and Name Change Amendment is approved by the affirmative vote of a majority of the Company’s outstanding common stock as of the record date, the Company will file an amendment to the amended and restated certificate of incorporation with the Secretary of State of the State of Delaware in the form of Annex A hereto and the Company will enter into the Trust Amendment with the trustee substantially in the form of Annex B hereto. The Company will remain a reporting company under the Securities Exchange Act of 1934, as amended, and its units, common stock and warrants will remain publicly traded. The Company will then continue to work to consummate a business combination until the Extended Termination Date. Depending on how many holders of public shares make the Election, any business combination that is consummated may be considerably smaller in size than contemplated in the IPO.

You are not being asked to vote on any proposed business combination at this time. If the Extension Amendment is approved and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination when and if one is submitted to shareholders   and the right to redeem your public shares into a pro rata portion of the trust account in the event the proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Termination Date.

AXAR has agreed to forfeit to the Company upon consummation of our initial business combination the number of founder shares, if any, that is in excess of 25% of the sum of (i) the number of public shares outstanding after giving effect to all redemptions of public shares in connection with the Extension Amendment, plus (ii) the sum of (a) the total number shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares or equity-linked securities exercisable for or convertible into shares of common stock issued, or to be issued, to any seller in the initial business combination or to AXAR or its affiliates, minus (b) the number of public shares redeemed by public shareholders in connection with our initial business combination. In addition, AXAR has also agreed to forfeit to the Company upon consummation of our initial business combination a percentage of Private Placement Warrants equal to the percentage of founder shares forfeited pursuant to the preceding sentence.

If the Charter and Trust Proposals are approved, AXAR has agreed to lend us on January 1, 2017 and on the first business day of each fiscal quarter commencing thereafter through the fiscal quarter in which we consummate an initial business combination or liquidate the trust account the lesser of (i) $0.05 multiplied by the number of outstanding public shares not redeemed in connection with the Extension Amendment and (ii) $250,000, which amounts will be deposited in the trust account. AXAR has also agreed to lend us up to $2 million for working capital expenses. Accordingly, if the Charter and Trust Proposals are approved, the redemption price per share in any subsequent business combination or liquidation will be approximately $10.00 per share plus the pro rata amount of the Trust Loans deposited in the trust account at the time of such initial business combination or liquidation, in comparison to the current redemption price of approximately $10.00 per share if the Charter and Trust Proposals are not approved. The Loans are conditional upon the approval of the Charter and Trust Proposals, will be non-interest bearing and repayable by us to AXAR upon consummation of an initial business combination.

On September 15, 2016, the Company and Citigroup Global Markets Inc. entered into an amendment to the underwriting agreement for the IPO pursuant to which the underwriters have agreed to adjust the deferred underwriting discount payable upon the consummation of the business combination to be equal to 2.4% of the amount held in the trust account immediately after giving effect to the redemptions of public shares in connection with the Extension Amendment and the dividend paid in connection with the Reverse Stock Split, if any.

In addition, in order for public stockholders to recoup a portion of the value of the warrants that are converted in connection with the Warrant Conversion Proposal, and to incentivize our public stockholders not to redeem their shares in connection with the Extension Amendment, our board of directors intends to declare a dividend on our common stock to stockholders of record as of one business day following the effectiveness of the Charter and Trust Proposals consisting of one-third of one warrant per share of common stock, with each whole warrant exercisable to purchase one share of our common stock at $12.50 per share (each a “new warrant”). The new warrants will otherwise have the same terms and conditions as the public warrants without giving effect to the Warrant Conversion Proposal. As a result, for each share of common stock held as of the first business day following effectiveness of the Charter and Trust Proposals, which will be the record date for the warrant dividend, the holder thereof will receive one-third of one new warrant. Under the Transfer Agreement, AXAR has agreed waived its right to receive such dividend with respect to its founder shares.

If the Charter and Trust Proposals are approved, the withdrawal of funds from the trust account in connection with the Election will reduce the amount held in the trust account. The Company cannot predict the amount that will remain in the trust account if the Charter and Trust Proposals are approved, and the amount remaining in the trust account may be only small fraction of the approximately $240,091,511 million that was in the trust account as of June 30, 2016. However, we will not proceed with the Charter and Trust Proposals if the number of redemptions of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Charter and Trust Proposals.

AXAR has agreed succeed to AR Capital, LLC’s indemnification obligations with respect to the trust account. As such, AXAR has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account, except as to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that an executed waiver is deemed to be unenforceable against a third party, then AXAR will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether AXAR has sufficient funds to satisfy its indemnity obligations and has not asked AXAR to reserve for such indemnification obligations. Therefore, we cannot assure you that AXAR would be able to satisfy those obligations.

Redemption Rights

Public stockholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares in connection with the Extension Amendment, regardless of how or whether such public stockholders vote on the Charter and Trust Proposals. If the Charter and Trust Proposals are approved, the remaining holders of public shares who do not make the Election will retain their right to redeem their public shares upon consummation of a proposed business combination and would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Termination Date.

TO DEMAND REDEMPTION, YOU MUST CHECK THE BOX ON THE PROXY CARD PROVIDED FOR THAT PURPOSE AND RETURN THE PROXY CARD IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE CHARTER AND TRUST PROPOSALS .

You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension Amendment.

In connection with tendering your shares for redemption, you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, prior to the vote on the Charter and Trust Proposals or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to the vote at the special meeting of stockholders ensures that a redeeming holder’s election is irrevocable once the Charter and Trust Proposals are approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the special meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Moreover, stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote on the Charter and Trust Proposals will not be redeemed for cash held in the trust account. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting of stockholders that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the special meeting of stockholders not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Charter and Trust Proposals are not approved, these shares will not be redeemed and the physical or electronic shares will be returned to the stockholder promptly following the determination that the Charter and Trust Proposals will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Charter and Trust Proposals would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the shares of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

If properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares. As of the record date, this would amount to approximately $10.00 per share. The closing price of the Company’s common stock on September 14, 2016 was $9.99.

If you exercise your redemption rights, you will be exchanging your shares of the Company’s common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer agent or deliver your shares to the Company’s transfer agent electronic using The Depository Trust Company’s DWAC System prior to the vote on the Charter and Trust Proposals. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Charter and Trust Proposals would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.

The Warrant Amendment

At the special meeting of public warrantholders, our public warrantholders will be asked to consider and vote on the Warrant Conversion Proposal to approve an amendment to the Warrant Agreement, between the Company and Continental Stock Transfer & Trust Company, to provide for (i) the conversion, upon the consummation of a business combination, of all of the 12,000,000 outstanding public warrants into the right to receive $0.15 per public warrant, payable in cash or shares of the Company’s common stock (valued at $10.00 per share), at the discretion of the Company, which the Company believes will increase the Company’s strategic opportunities and attractiveness to potential target businesses and future investors by eliminating the dilutive impact of the warrants and (ii) for the increase in the exercise price of the Private Placement Warrants from $11.50 to $12.50 per share. If the Warrant Conversion Proposal is approved, only the public warrants will be converted into the right to receive cash or shares of the Company’s common stock. The Private Placement Warrants will not be converted.

The Special Meeting of Stockholders and the Special Meeting of Public Warrantholders

Date, Time and Place . The special meeting of the Company’s stockholders will be held at 10:00 a.m., local time, and the special meeting of the Company’s warrantholders will be held at 10:15 a.m., local time, at the offices of Winston & Strawn LLP at 200 Park Avenue, New York, New York 10166 on Thursday, October 6, 2016.

Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the special meetings, if you owned the Company’s common stock or warrants, as applicable, at the close of business on September 20, 2016, the record date for the special meeting of stockholders and the special meeting of public warrantholders. You are entitled to one vote for each warrant that you owned on the close of business on the record date, and one vote for each share of common stock that you owned at the close of business on the record date. If your shares or warrants are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares or warrants you beneficially own are properly counted. Our warrants do not have voting rights other than with respect to the Warrant Conversion Proposal and the Warrantholder Adjournment Proposal. On the record date, there were 30,000,000 shares of our common stock outstanding, 24,000,000 of which are IPO shares and 6,000,000 of which are founder shares. On the record date, there were 12,000,000 warrants outstanding to purchase an aggregate of 12,000,000 shares of common stock.

Votes Required. The affirmative vote of sixty-five percent (65%) or more of the Company’s common stock outstanding as of the record date will be required to approve each of the Extension Amendment and the Trust Amendment. The affirmative vote of a majority of the Company’s outstanding common stock as of the record date will be required to approve the Name Change Amendment. Approval of the Stockholder Adjournment requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders.

At the close of business on September 15, 2016, there were 30,000,000 shares of our common stock outstanding, each of which entitles its holder to cast one vote per proposal.

If you do not want the Charter and Trust Proposals to be approved, you must abstain, not vote, or vote against such proposals. If the Charter and Trust Proposals are approved, you will be entitled to redeem your shares for cash in connection with this vote if you make the Election. If you do not make the Election, you will retain your right to redeem your public shares for a pro rata portion of the funds available in the trust account if the Company has not completed a business combination by the Extended Termination Date.

With respect to the Charter and Trust Proposals, abstentions and broker non-votes will have the same effect as “AGAINST” votes. If your shares are held by your broker as your nominee (that is, in “street name”), you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. We believe the Charter and Trust Proposals are “non-discretionary” items, and therefore if you do not give your broker instructions, the shares will be treated as broker non-votes. Abstentions will have the same effect as a vote “AGAINST” the Stockholder Adjournment, while broker non-votes and shares not in attendance at the special meeting of stockholders will have no effect on the outcome of any vote on the Stockholder Adjournment.

Under the terms of the warrant agreement governing our warrants, the affirmative vote of fifty percent (50%) or more of the Company’s 12,000,000 outstanding public warrants as of the record date will be required to approve the Warrant Conversion Proposal. Accordingly, a warrantholder’s failure to vote by proxy or to vote in person at the special meeting of public warrantholders, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Warrant Conversion Proposal.

The approval of the Warrantholder Adjournment Proposal requires the affirmative vote of the holders of a majority of the public warrants represented in person or by proxy at the special meeting of public warrantholders. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Warrantholder Adjournment Proposal, while a broker non-vote and warrants not in attendance at the special meeting of public warrantholders will have no effect on the outcome of any vote on the Warrantholder Adjournment Proposal.

Redemption . A redemption demand may be made by checking the applicable box on the proxy card provided for that purpose and returning the proxy card in accordance with the instructions provided, and, at the same time, ensuring your bank or broker complies with the requirements identified elsewhere herein. You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Charter and Trust Proposals.

Proxies; Board Solicitation . Your proxy is being solicited by the Company’s board of directors on the proposals to approve the Charter and Trust Proposals and the Stockholder Adjournment Proposal being presented to stockholders at the special meeting of stockholders and the Warrant Conversion Proposal and Warrant Adjournment Proposal at the special meeting of public warrantholders. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares or warrants, as applicable, in person at the applicable special meeting.

The Company has retained Morrow to assist it in soliciting proxies. If you have questions about how to vote or direct a vote in respect of your shares or warrants, you may call Morrow at (800) 662-5200. The Company has agreed to pay Morrow a fee of $20,000 for its services in connection with the special meetings. The Company will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Material U.S. Federal Income Tax Consequences of Redemption of Shares, Warrant Conversion, New Warrant Distributions and Reverse Stock Split

The following discussion is a general summary of certain material U.S. federal income tax consequences to the Company’s stockholders with respect to the exercise of redemption rights, the conversion of our warrants into shares of our common stock or cash (the “Warrant Conversion”) pursuant to the Warrant Conversion Proposal, t he distribution of new warrants in respect of shares of common stock of the Company (the “New Warrant Distributions”), and the Reverse Stock Split, in each case in connection with the approval of the Extension Amendment, Trust Amendment and Name Change Amendment. Because the components of a unit are separable at the option of the holder, the holder of a unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying common stock of the Company and warrant components of the unit, as the case may be. As a result, the discussion below of the U.S. federal income tax consequences with respect to direct holders of common stock of the Company and warrants should also apply to holders of units (as the deemed owners of the underlying common stock of the Company and warrants that comprise the units).

This discussion assumes that common stock of the Company and warrants will trade separately and that any distributions made (or deemed made) by us on our common stock and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of our securities will be in U.S. dollars.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), laws, regulations, rulings and decisions in effect on the date hereof, all of which are subject to change, possibly with retroactive effect, and to varying interpretations, which could result in U.S. federal income tax consequences different from those described below. This discussion does not address the tax consequences to stockholders and warrantholders under any state, local, or non-U.S. tax laws or any other U.S. federal tax, including the alternative minimum tax provisions of the Code and the net investment income tax.

This discussion applies only to stockholders and warrantholders of the Company who are “United States persons,” as defined in the Code and who hold their shares and warrants, as applicable, as a “capital asset,” as defined in the Code. A stockholder or warrantholder is a United States person for U.S. federal income tax purposes if such stockholder or warrantholder is (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that was created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (b) such trust has in effect a valid election to be treated as a United States person.

This discussion does not address all of the U.S. federal income tax consequences that may be relevant to particular stockholders or warrantholders in light of their individual circumstances or to certain types of stockholders or warrantholders subject to special treatment under the Code, including, without limitation, regulated investment companies, real estate investment trusts, cooperatives, banks and certain other financial institutions, insurance companies, governments or agencies or instrumentalities thereof, tax exempt organizations, retirement plans, stockholders or warrantholders that are, or hold shares or warrants through, partnerships or other pass through entities for U.S. federal income tax purposes, United States persons whose functional currency is not the U.S. dollar, dealers in securities or foreign currency, traders that mark to market their securities, certain former citizens and long-term residents of the United States, and stockholders or warrantholders holding Company shares or warrants as a part of a straddle, hedging, constructive sale or conversion transaction.

If a partnership is a stockholder or warrantholder, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners should consult their own tax advisors regarding the specific tax consequences to them of their partnership making the Election and of the Warrant Conversion, the New Warrant Distributions, and the Reverse Stock Split, as applicable.

No legal opinion of any kind has been or will be sought or obtained regarding the U.S. federal income tax or any other tax consequences of making or not making the Election, and of the Warrant Conversion, the New Warrant Distributions, and the Reverse Stock Split. In addition, the following discussion is not binding on the U.S. Internal Revenue Service (“IRS”) or any other taxing authority, and no ruling has been or will be sought or obtained from the IRS or other taxing authority with respect to any of the U.S. federal income tax consequences or any other tax consequences that may arise in connection with the Election, the Warrant Conversion, the New Warrant Distributions, and the Reverse Stock Split. There can be no assurance that the IRS or other taxing authority will not challenge any of the general statements made in this summary or that a U.S. court or other judicial body would not sustain such a challenge.

THE FOLLOWING DISCUSSION IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS TAX ADVICE. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF MAKING OR NOT MAKING THE ELECTION AND OF THE WARRANT CONVERSION, THE NEW WARRANT DISTRIBUTIONS AND THE REVERSE STOCK SPLIT INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX RULES AND POSSIBLE CHANGES IN LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED IN THIS PROXY STATEMENT.

U.S. Federal Income Tax Treatment of Non-Electing Stockholders

A stockholder who does not make the Election (including any stockholder who votes in favor of the Extension Amendment, Trust Amendment and Name Change Amendment) will continue to own his shares and warrants, and will not recognize any income, gain or loss for U.S. federal income tax purposes by reason of the Extension Amendment, Trust Amendment and Name Change Amendment and consummation of other transactions described in this proxy statement.

U.S. Federal Income Tax Treatment of Electing Stockholders

A stockholder who makes the Election will receive cash in exchange for the tendered shares, and will be considered for U.S. federal income tax purposes either to have made a sale of the tendered shares (a “Sale”), or will be considered to have received a distribution with respect to his shares (a “Distribution”) that may be treated, in whole part in part, as (i) dividend income, (ii) a nontaxable recovery of basis in his investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the Distribution was made had been sold.

If a redemption of shares is treated as a Sale, the stockholder will recognize gain or loss equal to the difference between the amount of cash received in the redemption and the stockholder’s adjusted tax basis in the redeemed shares. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the redeemed shares exceeds one year as of the date of the redemption. A stockholder’s adjusted tax basis in the redeemed shares generally will equal the stockholder’s acquisition cost for those shares. If the stockholder purchased an investment unit consisting of both shares and warrants, the cost of such unit must be allocated between the shares and warrants that comprised such unit based on their relative fair market values at the time of the purchase. The calculation of gain or loss must be made separately for each block of shares owned by a stockholder. Depending upon a stockholder’s particular circumstances, a stockholder may be able to designate which blocks of stock are redeemed in connection with the Extension Amendment, Trust Amendment and Name Change Amendment.

A redemption will be treated as a Sale with respect to a stockholder if the redemption of the stockholder’s shares (i) results in a “complete termination” of the stockholder’s interest in the Company, (ii) is “substantially disproportionate” with respect to the stockholder or (iii) is “not essentially equivalent to a dividend” with respect to such stockholder. In determining whether any of these tests has been met, each stockholder must consider not only shares actually owned but also shares deemed to be owned by reason of applicable constructive ownership rules. A stockholder may be considered to constructively own shares that are actually owned by certain related individuals or entities. In addition, a right to acquire shares pursuant to an option causes the covered shares to be constructively owned by the holder of the option. Accordingly, any stockholder who has tendered all of his actually owned shares for redemption but continues to hold warrants after the redemption will generally not be treated as making a complete termination of his interest in the Company.

In general, a distribution to a stockholder in redemption of shares will qualify as “substantially disproportionate” only if the percentage of the Company’s shares that are owned by the stockholder (actually and constructively) after the redemption is less than 80% of the percentage of outstanding Company shares owned by such stockholder (actually and constructively) before the redemption. Whether the redemption will result in a more than 20% reduction in a stockholder’s percentage interest in the Company will depend on the particular facts and circumstances, including the number of other tendering stockholders that are redeemed pursuant to the Election. There will be a complete termination of a stockholder’s interest if either (i) all of our shares actually and constructively owned by the stockholder are redeemed or (ii) all of our shares actually owned by the stockholder are redeemed and the stockholder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the stockholder does not constructively own any other shares of ours.

Even if the redemption of a stockholder’s shares in connection with the Extension Amendment, Trust Amendment and Name Change Amendment is not treated as a Sale under either the “complete termination” test or the “substantially disproportionate” test described above, the redemption may nevertheless be treated as a Sale of the shares (rather than as a Distribution) if the effect of the redemption is “not essentially equivalent to a dividend” with respect to that stockholder. A redemption will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the stockholder’s proportionate equity interest in the Company. Whether the redemption will result in a meaningful reduction in a stockholder’s proportionate equity interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over and does not participate in the management of our corporate affairs may constitute such a meaningful reduction. However, the applicability of this ruling is uncertain and stockholders who do not qualify for Sale treatment under either of the other two tests should consult their own tax advisors regarding the potential application of the “not essentially equivalent to a dividend” test to their particular situations.

If none of the tests for Sale treatment are met with respect to a stockholder, amounts received in exchange for the stockholder’s redeemed shares will be taxable to the stockholder as a “dividend” to the extent of such stockholder’s ratable share of the Company’s current and accumulated earnings and profits. Although it is believed that the Company presently has no accumulated earnings and profits, it will not be possible to definitely determine whether the Company will have, as of the end of its taxable year, any current earnings and profits. If there are no current or accumulated earnings or the amount of the Distribution to the stockholder exceeds his share of earnings and profits, the excess of redemption proceeds over any portion that is taxable as a dividend will be treated as a non-taxable return of capital to the stockholder (to the extent of the stockholder’s adjusted tax basis in the redeemed shares). Any amounts received in the Distribution in excess of the stockholder’s adjusted tax basis in the redeemed shares will constitute taxable gain of the same character as if the shares had been transferred in a Sale, and thus will result in recognition of capital gain to the extent of such excess. If the amounts received by a tendering stockholder are required to be treated as a “dividend,” the tax basis in the shares that were redeemed (after an adjustment for non-taxable return of capital discussed above) will be added to the tax basis of any remaining shares held by such stockholder. If the redemption is treated as a dividend but the stockholder has not retained any actually owned shares, the stockholder should consult his own tax advisor regarding possible allocation of the basis in the redeemed shares to other interests in the Company.

Stockholders who actually or constructively own five percent (or, if our ordinary shares are not then publicly traded, one percent) or more of our shares (by vote or value) may be subject to special reporting requirements with respect to a redemption of ordinary shares, and such holders should consult with their own tax advisors with respect to their reporting requirements.

Warrant Conversion for Cash

Upon a conversion of our warrants for cash, a warrantholder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized by such warrantholder and such warrantholder’s adjusted tax basis in the warrants. Any such capital gain or loss generally will be long-term capital gain or loss if the warrantholder’s holding period for the warrant so disposed of exceeds one year. Generally, a warrantholder will recognize gain or loss in an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the warrantholder’s adjusted tax basis in its warrant so disposed of. A warrantholder’s adjusted tax basis in its warrants generally will equal the warrantholder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a warrant) less any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate warrantholder is currently eligible to be taxed at reduced rates. The deduction of capital losses is subject to certain limitations.

Warrant Conversion for Shares

We intend to treat a conversion of warrants into shares as a tax-free recapitalization for U.S. federal income tax purposes. Under this treatment, the federal income tax consequences of the conversion should be generally that the conversion should not result in the recognition of gain or loss by a warrantholder , the basis in a share that the warrantholder would receive in such conversion should equal the warrantholder’s basis in the warrants converted into that share, and the holding period for the share would include the warrantholder’s holding period for the warrants surrendered for that share in the conversion.

However, it is possible that the conversion of warrants into shares could be treated as a taxable exchange in which gain or loss would be recognized. In such event, a warrantholder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the common stock of the Company received as a result of the conversion and the warrantholder’s tax basis in the warrants surrendered therefor. In this case, a warrantholder’s tax basis in the shares received would equal the sum of the fair market value of the shares received. A warrantholder’s holding period for the shares would commence on the date following the date of conversion (or possibly the date of conversion) of the warrant.

It is also possible that such conversion could be treated as a cashless exercise of the warrants. The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation, a warrantholder’s basis in the common stock of the Company received upon the conversion would equal such warrantholder’s basis in the warrant. It is also possible that a cashless exercise could be treated as a taxable exchange in which gain or loss would be recognized. In such event, a warrantholder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the common stock of the Company received as a result of the conversion and the warrantholder’s tax basis in the warrants surrendered therefor. In this case, a warrantholder’s tax basis in the common stock of the Company received would equal the sum of the fair market value of the common stock of the Company received as a result of the conversion.

Due to the absence of authority on the U.S. federal income tax treatment of the conversion of warrants into shares, there can be no assurance which, if any, of the alternative tax consequences would be adopted by the IRS or a court of law. Accordingly, warrantholders should consult their tax advisors regarding the tax consequences of the Warrant Conversion.

It is also possible that the shares received by a warrantholder could result in a constructive distribution under Section 305 of the Code. Under Section 305 of the Code, an adjustment to the number of warrant shares that will be issued on the exercise of the warrants, or an adjustment to the exercise price of the warrants, may be treated as a constructive distribution to a warrant holder if, and to the extent that, such adjustment has the effect of increasing such warrantholder’s proportionate interest in the “earnings and profits” or the Company’s assets, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to our stockholders). However, the Treasury regulations provide that only those recapitalizations that are pursuant to a plan to periodically increase a shareholder’s proportionate interest in the assets or earnings of a corporation will be deemed to result in a distribution under Section 305(c) of the Code. Stockholders and warrantholders should consult with their own tax advisors as to the tax consequences of the Warrant Conversion under Section 305 of the Code, especially in light of the recently enacted proposed regulations thereunder.

New Warrant Distributions

There is no authority addressing the federal income tax treatment of a distribution of securities with terms substantially the same as the new warrants under substantially similar circumstances, and, therefore, the tax treatment of the New Warrant Distributions is not entirely clear. We intend to treat each new warrant for federal income tax purposes as acquired in a distribution pursuant to which the value of the new warrant is not included in the gross income of the recipient under Section 305(a) of the Code. Specifically, Section 305(a) of the Code states that a shareholder’s taxable income does not include in-kind stock dividends. For such purpose, a distribution of rights to acquire stock of the distributing corporation (such as the new warrants) constitutes a distribution of stock. Pursuant to this treatment, each recipient of a new warrant must allocate the purchase price paid by such recipient for the related share of common stock between the share of common stock and the new warrant based on their respective fair market values. However, the basis of the warrant will be zero if the fair market value of the new warrant on the date of the distribution is less than 15% of the fair market value of the related share of common stock, unless the recipient elects to allocate part of the basis of the common stock to the warrant as provided in the preceding sentence. Any such election will apply to all warrants received on the distribution date and once made is irrevocable. The fair market value of the new warrants on the date that the new warrants are distributed is uncertain, and we have not obtained, and do not intend to obtain, an appraisal of the fair market value of the new warrants on that date. In determining the fair market value of the new warrants, you should consider all relevant facts and circumstances.

The general rule of non-recognition in Section 305(a) is subject to exceptions in Section 305(b), which include “disproportionate distributions.” A disproportionate distribution is a distribution or a series of distributions, including deemed distributions, that has the effect of the receipt of cash or other property by some shareholders and an increase in the proportionate interest of other shareholders in a corporation's assets or earnings and profits.

Our view regarding the tax-free treatment of the New Warrant Distributions described above and a holder’s purchase price allocation are not binding on the IRS or a court of law. Because there are no authorities directly addressing a distribution of securities similar to the new warrants, no assurance can be given that the IRS or the courts will agree with the characterization of the New Warrant Distributions described above or the discussion below. If this position is finally determined by the IRS or a court to be incorrect, whether on the basis that the issuance of the new warrants is a “disproportionate distribution” or otherwise, the fair market value of the new warrants would be taxable to holders of our common stock as a dividend to the extent of the holder’s pro rata share of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain.

We urge you to consult your tax advisors regarding the federal income tax consequences of the receipt of new warrants pursuant to the New Warrant Conversion and the disposition or exercise thereof.

Reverse Stock Split

The Reverse Stock Split is intended to qualify as a “recapitalization” under Section 368 of the Code. Assuming the Reverse Stock Split qualifies as a recapitalization, a stockholder generally will not recognize gain or loss upon the exchange (or deemed exchange) of old shares of common stock solely for new shares of common stock pursuant to the reverse stock split (except to the extent of any cash received in lieu of fractional shares of new common stock) under Section 354 of the Code. The aggregate tax basis of the new shares received in the Reverse Stock Split will be the same as the aggregate tax basis in the old shares exchanged. The holding period for the new shares will include the period during which the old shares surrendered in the Reverse Stock Split were held. Notwithstanding the foregoing, the federal income tax consequences of the receipt of an additional share in lieu of a fractional interest is not clear, but may result in tax liabilities which should not be material in amount in view of the low value of the rounded-up fractional interest.

Based on Treasury Regulation Section 1.301-1(l), dividends declared and paid on the outstanding shares of common stock immediately after giving effect to the Charter and Trust Proposals and the redemption of public shares in connection therewith (the “Subsequent Distributions”) are expected to be treated as a distribution independent of the Reverse Stock Split. If the Subsequent Distributions are so treated, such Subsequent Distribution received by a stockholder will constitute a dividend for U.S. federal income tax purposes to the extent deemed paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If there are no current or accumulated earnings or the amount of the Subsequent Distribution to the stockholder exceeds his share of earnings and profits, the excess of the amount of the Subsequent Distribution received by the stockholder over any portion that is taxable as a dividend will be treated as a non-taxable return of capital to the stockholder (to the extent of the stockholder’s adjusted tax basis in the redeemed shares). Any amounts received by the stockholder in the Subsequent Distribution in excess of the stockholder’s adjusted tax basis in the stockholder’s shares of the Company will constitute taxable gain of the same character as if the shares had been transferred in a sale and thus will result in recognition of capital gain to the extent of such excess.

It is also possible that the Subsequent Distributions could be treated as a distribution that is not independent of the Reverse Stock Split within the meaning of Treasury Regulation Section 1.301-1(l) and thus as a distribution of “boot” for U.S. federal income tax purposes. In such case, the Subsequent Distributions may be taxable as a dividend or as gain from the sale of a share of stock based on certain hypothetical redemption tests. In either case, the basis of the stock received in the Reverse Stock Split will be the same as the adjusted tax basis the stockholder had immediately prior to the Reverse Stock Split decreased by the amount of the Subsequent Distributions received and increased by the amount treated as either gain or a dividend.

Our view regarding the tax consequence of the Reverse Stock Split and the Subsequent Distributions are not binding upon the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service or the courts will accept it. Each stockholder is urged to consult its own tax advisor regarding the U.S. federal income tax consequences of the Reverse Stock Split and the Subsequent Distributions in light of their personal circumstances and the consequences of the Reverse Stock Split and the Subsequent Distributions under U.S. federal non-income tax laws and state, local, and foreign tax laws.

Net Investment Income Tax

In addition to the U.S. federal income tax, discussed above, certain stockholders and warrantholders are subject to an additional 3.8% tax (the “net investment income tax”) on their “net investment income” to the extent that their net investment income, when added to their other modified adjusted gross income, exceeds certain thresholds. For these purposes, “net investment income” generally equals a stockholder’s or warrantholder’s gross investment income (e.g., interest income, dividends and gain from the sale or other disposition of stock or warrants) reduced by deductions that are allocable to such income. The net investment income tax is determined in a manner which is different than the manner in which the U.S. federal income tax is determined. Stockholders and warrantholders are urged to consult their own tax advisors regarding the implications of the net investment income tax.

Information Reporting and Back-up Withholding

Dividend payments with respect to our common shares and proceeds from the sale (including deemed sale), exchange, redemption or other taxable disposition of our shares and warrants may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. stockholder (or other payee) who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a stockholder’s (or a warrantholder’s, as applicable) U.S. federal income tax liability, provided that such holder furnishes certain required information to the IRS in a timely fashion.

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares, the Warrant Conversion, the New Warrant Distributions, the Reverse Stock Split, and the Subsequent Distributions in connection with the Extension Amendment, Trust Amendment and Name Change Amendment.

Company’s Recommendation to Stockholders and Public Warrantholders

After careful consideration of all relevant factors, the Company’s board of directors has determined that the Charter and Trust Proposals and Warrant Conversion Proposal are fair to, and in the best interests of, the Company and its stockholders and public warrantholders. The board of directors has approved and declared advisable the Charter and Trust Proposals and Warrant Conversion Proposal, and recommends that you vote “ FOR ” the adoption of the Charter and Trust Proposals, Warrant Conversion Proposal and any Stockholder Adjournment and Warrantholder Adjournment Proposal. See the section entitled “The Board’s Reasons for the Charter and Trust Proposals and Warrant Conversion Proposal, its Conclusion, and its Recommendation.”

Interests of the Company’s Officers and Directors

When you consider the recommendation of the Company’s board of directors, you should keep in mind that the Company’s executive officers and members of the Company’s board of directors have interests that may be different from, or in addition to, your interests as a stockholder or public warrantholder. See the section entitled “Interests of the Company’s Officers and Directors.”

Stock Ownership

Information concerning the holders of certain Company stockholders is set forth below under “Beneficial Ownership of Securities.”

THE SPECIAL MEETING OF STOCKHOLDERS

The Company is furnishing this proxy statement to its stockholders as part of the solicitation of proxies by the Company’s board of directors for use at the special meeting of stockholders in connection with the proposed Charter and Trust Proposals. This proxy statement provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting of stockholders.

Date, Time and Place . The special meeting of stockholders will be held at 10:00 a.m., local time, at the offices of Winston & Strawn LLP at 200 Park Avenue, New York, New York 10166 on Thursday, October 6, 2016, to vote on the proposals to approve the Charter and Trust Proposals.

Purpose . At the special meeting of stockholders, holders of the Company’s common stock will be asked to consider and vote upon the following six proposals:

The purpose of the Charter and Trust Proposals is to allow the Company more time to complete an initial business combination and to reflect the Company’s New Management.

The Charter and Trust Proposals, if approved, will become effective upon the closing of the transactions contemplated by the Transfer Agreement.

The Company’s IPO prospectus and amended and restated certificate of incorporation provide that the Company has until October 7, 2016 to complete an initial business combination. Since the completion of the IPO, we have been dealing with many of the practical difficulties associated with the identification of an initial business combination target, negotiating business terms with potential targets, conducting related due diligence and obtaining the necessary audited financial statements. Commencing promptly upon completion of our IPO, we began to search for an appropriate business combination target. During the process, we relied on numerous business relationships and contacted investment bankers, private equity funds, consulting firms, and legal and accounting firms. Notwithstanding these efforts, we have been unable to locate a suitable target business.

On September 15, 2016, we entered into the Transfer Agreement with AR Capital, LLC, our current sponsor which holds 5,947,827 founder shares and 6,550,000 Private Placement Warrants, and AXAR, our new sponsor, pursuant to which AR Capital, LLC agreed to transfer to AXAR all of the founder shares and Private Placement Warrants, subject to the approval of the Charter and Trust Proposals, in exchange for the payment of (i) $10.00 to be paid on the first business day following the approval of the Charter and Trust Proposals and (ii) an additional amount, payable in cash upon the consummation of our initial business combination, equal to 2.5% of the amount of cash held in the trust account immediately following the completion of any and all redemptions of public shares in connection with the Extension Amendment, provided that such amount shall not be less than $1,000,000 nor more than $3,000,000. It is a closing condition under the Transfer Agreement that there be at least $25 million in the trust account after giving effect to any redemptions by public stockholders in connection with the Extension Amendment.

AXAR and the Company’s independent directors have agreed to waive their rights to receive the dividend which may be declared as contemplated by the Dividend Withdrawal Proposal with respect to their founder shares. The amount of cash represented by such waivers will be added to the amount of the dividend paid to public stockholders.

Under the Transfer Agreement, AXAR has agreed to support the Company’s initial business combination by purchasing at least $100 million of shares of common stock of the Company prior to or concurrently with the Company’s initial business combination, at a price per share of $10.00.

Our board of directors also (i) appointed Andrew Axelrod as a member of our board of directors, Mr. Axelrod as Chief Executive Officer and Executive Chairman and Lionel Benichou as Chief Financial Officer of the Company and (ii) accepted the resignations of Nicholas Schorsch (as Chairman of the Board of Directors), William M. Kahane (as Chief Executive Officer and director) and Nicholas Radesca (as Chief Financial Officer), in each case effective upon approval of the Charter and Trust Proposals and the closing of the transactions contemplated by the Transfer Agreement. Our board of directors believes this change in our management will give us a better chance to consummate a business combination. Therefore, our board has determined that it is in the best interests of our stockholders to extend the date that the Company has to consummate a business combination to the Extended Termination Date in order for the New Management to have sufficient time to propose a business combination opportunity to our stockholders.

If the Charter and Trust Proposals are approved, the remaining holders of public shares who do not make the Election will retain their right to redeem their public shares upon consummation of a proposed business combination and would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Termination Date.

AXAR has agreed to forfeit to the Company upon consummation of our initial business combination the number of founder shares, if any, that is in excess of 25% of the sum of (i) the number of public shares outstanding after giving effect to all redemptions of public shares in connection with the Extension Amendment, plus (ii) the sum of (a) the total number shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares or equity-linked securities exercisable for or convertible into shares of common stock issued, or to be issued, to any seller in the initial business combination or to AXAR or its affiliates, minus (b) the number of public shares redeemed by public shareholders in connection with our initial business combination. In addition, AXAR has also agreed to forfeit to the Company upon consummation of our initial business combination a percentage of Private Placement Warrants equal to the percentage of founder shares forfeited pursuant to the preceding sentence.

If the Charter and Trust Proposals are approved, AXAR has agreed to lend us on January 1, 2017 and on the first business day of each fiscal quarter commencing thereafter through the fiscal quarter in which we consummate an initial business combination or liquidate the trust account the lesser of (i) $0.05 multiplied by the number of outstanding public shares not redeemed in connection with the Extension Amendment and (ii) $250,000, which amounts will be deposited in the trust account. AXAR has also agreed to lend us up to $2 million for working capital expenses. Accordingly, if the Charter and Trust Proposals are approved, the redemption price per share in any subsequent business combination or liquidation will be approximately $10.00 per share plus the pro rata amount of the Trust Loans deposited in the trust account at the time of such initial business combination or liquidation, in comparison to the current redemption price of approximately $10.00 per share if the Charter and Trust Proposals are not approved. The Loans are conditional upon the approval of the Charter and Trust Proposals, will be non-interest bearing and repayable by us to AXAR upon consummation of an initial business combination.

On September 15, 2016, the Company and Citigroup Global Markets Inc. entered into an amendment to the underwriting agreement for the IPO pursuant to which the underwriters have agreed to adjust the deferred underwriting discount payable upon the consummation of the business combination to be equal to 2.4% of the amount held in the trust account immediately after giving effect to the redemptions of public shares in connection with the Extension Amendment and the dividend paid in connection with the Reverse Stock Split, if any.

In addition, in order for public stockholders to recoup a portion of the value of the warrants that are converted in connection with the Warrant Conversion Proposal, and to incentivize our public stockholders not to redeem their shares in connection with the Extension Amendment, our board of directors intends to declare a dividend on our common stock to stockholders of record as of one business day following the effectiveness of the Charter and Trust Proposals consisting of one-third of one new warrant. The new warrants will otherwise have the same terms and conditions as the public warrants without giving effect to the Warrant Conversion Proposal. As a result, for each share of common stock held as of the first business day following effectiveness of the Charter and Trust Proposals, which will be the record date for the warrant dividend, the holder thereof will receive one-third of one new warrant. Under the Transfer Agreement, AXAR has agreed waived its right to receive such dividend with respect to its founder shares.

If the Warrant Conversion Proposal is approved and the Company consummates an initial business combination, the public warrants will be exchanged for the cash and/or shares of common stock described herein, and public warrantholders will cease to have any rights with respect to the public warrants (other than the right to receive such cash and/or stock consideration), including, without limitation, any rights pursuant to Section 4.1.2 of the Warrant Agreement, which provides for a decrease in the exercise price of the public warrants in connection with the payment of certain dividends, such as the dividends or distributions that will be made to public stockholders described herein.

After careful consideration of all relevant factors, the Company’s board of directors has determined that the Charter and Trust Proposals are fair to, and in the best interests of, the Company and its stockholders. The board of directors has approved and declared advisable the Charter and Trust Proposals, and recommends that you vote “FOR” the adoption of the Extension Amendment, “FOR” the adoption of the Reverse Stock Split, “FOR” the adoption of the Trust Amendment, “FOR” the adoption of the Dividend Withdrawal Proposal and “FOR” the adoption of the Name Change Amendment and “FOR” any Stockholder Adjournment.

If the Charter and Trust Proposals are not approved and we do not consummate a business combination by October 7, 2016, as contemplated by our IPO prospectus and in accordance with our amended and restated certificate of incorporation, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The special meeting of stockholders has been called only to consider approval of the Charter and Trust Proposals. Under Delaware law and the Company’s bylaws, no other business may be transacted at the special meeting of stockholders.

Record Date; Who is Entitled to Vote . The record date for the special meeting of stockholders is September 20, 2016. Record holders of the Company’s common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting of stockholders. At the close of business on the record date, there were 30,000,000 outstanding shares of the Company’s common stock (including 24,000,000 outstanding public shares), each of which entitles its holder to cast one vote per proposal.

Vote Required . The affirmative vote of sixty-five percent (65%) or more of the Company’s common stock outstanding as of the record date will be required to approve each of the Extension Amendment, Trust Amendment and Dividend Withdrawal Proposal. The affirmative vote of a majority of the Company’s outstanding common stock as of the record date will be required to approve the Reverse Stock Split and Name Change Amendment. Approval of the Stockholder Adjournment requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders.

Public stockholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares in connection with the Extension Amendment, regardless of how or whether such public stockholders vote on the Charter and Trust Proposals. If the Charter and Trust Proposals are approved, the remaining holders of public shares who do not make the Election will retain their right to redeem their public shares upon consummation of a proposed business combination and would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Termination Date.

Abstaining or failing to vote will have the same effect as a vote against the Charter and Trust Proposals.

The Company’s board of directors believes the current stockholders are not prejudiced by the proposed Charter and Trust Proposals since all holders of public shares are concurrently being offered the opportunity to redeem their shares for a pro rata portion of the funds available in the trust account.

All of the Company’s directors, executive officers and their respective affiliates as well as the current sponsor and other initial stockholders of the Company are expected to vote any shares of common stock over which they have voting control (including any public shares owned by them) in favor of the Charter and Trust Proposals. On the record date, these stockholders beneficially owned and were entitled to vote 6,000,000 shares of the Company’s common stock, representing approximately 20% of the Company’s issued and outstanding common stock. The Company is not providing any redemption rights in respect of our founder shares in connection with the Extension Amendment. With respect to shares purchased on the open market by the current sponsor and the Company’s directors, executive officers and their respective affiliates, such public shares may be redeemed. The current sponsor and the Company’s directors, executive officers and their respective affiliates may choose to buy public shares in the open market and/or through negotiated private purchases. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Charter and Trust Proposals. Any public shares held by or subsequently purchased by affiliates of the Company may be voted in favor of the Charter and Trust Proposals.

Voting Your Shares . Each share of common stock that you own in your name entitles you to one vote per proposal. Your proxy card shows the number of shares you own.

If you are a stockholder with shares registered in your name, you may vote in person at the special meeting of stockholders or by proxy card by completing, signing, dating and mailing the enclosed proxy card in the envelope provided.

If your shares are held in the “street name” of your broker, bank or another nominee, you must obtain a proxy from the broker, bank or other nominee to vote in person at the meeting. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy and Changing Your Vote . If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to the Company’s secretary prior to the date of the special meeting of stockholders or by voting in person at the meeting. Attendance at the meeting alone will not change your vote. You also may revoke your proxy by delivering to the Company’s Secretary at 405 Park Avenue, 14th Floor, New York, New York 10022, a written notice of revocation prior to the special meeting of stockholders. If your shares are held in “street name,” consult your broker for instructions on how to revoke your proxy or change your vote.

Broker Non-Votes . If your broker holds your shares in its name and you do not give the broker voting instructions, your broker will not be permitted to vote your shares on the Charter and Trust Proposals. This is known as a “broker non-vote.” Abstentions or broker non-votes will have the same effect as a vote against the Charter and Trust Proposals.

Questions About Voting . The Company has retained Morrow to assist it in the solicitation of proxies. If you have any questions about how to vote or direct a vote in respect of your shares or warrants, you may call Morrow at (800) 662-5200. You may also want to consult your financial and other advisors about the vote.

Solicitation Costs . The Company is soliciting proxies on behalf of the Company’s board of directors. This solicitation is being made by mail but also may be made in person. The Company and its respective directors, officers, employees and consultants may also solicit proxies in person or by mail. The Company has agreed to pay Morrow a fee of $20,000 for its services in connection with the special meetings. The Company will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Stock Ownership . Information concerning the holdings of certain the Company’s stockholders is set forth below under “Beneficial Ownership of Securities.”