Big Rock Partners Acquisition Corp., a special-purpose acquisition company that will initially target a U.S. seniors housing and care business, filed for an IPO of 5.0 million units at $10.00 per unit, with each unit representing one share of common stock and one warrant.
The proposed maximum aggregate offering price, estimated solely for the purpose of calculating the registration fee and assuming the full exercise of a 45-day overallotment option for the underwriters to acquire up to 750,000 additional units, is $57.5 million.
Simultaneously with the closing of the IPO, company sponsor Big Rock Partners Sponsor LLC will acquire 225,000 units in a private placement at $10.00 apiece and will buy up to an additional 18,750 private placement units if the underwriters' option in the offering is fully or partially exercised.
Big Rock Partners Acquisition, upon consummation of the IPO, will also issue 100,000 common shares, or 115,000 shares if the underwriters' overallotment option is fully exercised, and an option to buy up to 500,000 units exercisable at $10.00 apiece, to EarlyBirdCapital Inc.
The IPO proceeds will be held in a trust account, with Continental Stock Transfer & Trust Co. as the trustee. Until an initial business combination is consummated, the proceeds will not be available for use for any expenses related to the IPO, or for expenses that may be incurred related to the review and negotiation of a target business.
Big Rock Partners Acquisition is a blank-check company formed Sept. 18 pursuant to the laws of the state of Delaware, with the goal of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination. It applied for the listing of its units on the Nasdaq Capital Market under the symbol BRPAU on or promptly after the date of its Oct. 13 prospectus.
EarlyBirdCapital is the sole book-running manager and representative of the underwriters in the IPO.