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Business Combination

Source: SEC.gov as of June 15, 2018
CURRENT FUNDS in TRUST:$45.4 million
PRO RATA AMOUNT IN TRUST:$10.26 per share
TARGET ENTERPRISE VALUE:$231.6 million
RECORD DATE:July 16, 2018
SHAREHOLDER VOTE DATE:August 10, 2018

IPO Terms

IPO Terms/Details

Total Public Proceeds at IPO ($mm):$44.3
% Held in Trust:102.0% or $45.1mm
$ Held in Trust per Unit:$10.20
Mgmt's Sector Expertise/Focus:Businesses operated by and/or serving ethnic minorities in the US, (notably Asian-American)
IPO Date:Aug. 8, 2017
Months to Complete:18
Deadline Date:Feb. 7, 2019
Unit Structure (ATACU)
Share (ATAC):1 Share of Common Stock
Right (ATACR):1 Right
Public Warrant Terms:
Exercise Price:NA
Redemption Price:NA
Cash or Cashless Redemption:NA
Right Terms:
Upon completion of business combination:1/10 of one share of common stock
Underwriters:
Book-runner(s) and Lead Mgr(s):Chardan
Co-Manager(s):EarlyBirdCapital, Inc., I-Bankers Securities, Inc.
Fees (Upfront/Deferred):3.0% / 2.5%
Lawyers:
Issuer's Counsel:Loeb & Loeb LLP
Underwriter's Counsel:Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Prelim Proxy Statement  Trans. Presentation Han Feng Website

PROPOSED BUSINESS COMBINATION


Han Feng Group Logo
CURRENT FUNDS in TRUST: $45.4 million (as of Prelim. Proxy Statement filed April 6, 2018)
CURRENT PER SHARE REDEMPTION PRICE: $10.26
ENTERPRISE VALUE of TARGET (HF Group Holding Corporation): $231.6 Million 

On March 28, 2018, Atlantic Acquisition Corp. (“Atlantic”) entered into a merger agreement with HF Group Merger Sub Inc., a wholly-owned subsidiary of Atlantic (the “Merger Sub”), and HF Group Holding Corporation, or “Han Feng Group“, a leading food-service distributor operated by Chinese Americans serving Chinese/Asian restaurants that are primarily Chinese takeout restaurants located in the southeastern United States.


HF Group Holding Corporation Highlights:
  • Leading food-service distributor for Asian/Chinese restaurants, primarily Chinese takeout restaurants mainly serving non-Chinese Americans
  • Growing consumption trend for food away-from-home, from 41.2% in 2014 to 43.8% in 2016
  • 3,200 Chinese restaurants across 10 states in the southeastern United States
  • Three distribution centers in NC, FL and GA with a fleet of 105 refrigerated vehicles
  • Niche market with natural cultural barriers to entry

Atlantic Acquisition Corp Transaction Overview

Atlantic Acquisition Corp Acquisition - Capitalization and Ownership

 

**B. Riley & Co. LLC, is providing Advisory Services to Atlantic Acquisition Corp.


 

MANAGEMENT & BOARD of ATLANTIC ACQUISITION CORP.

 

Executive Officers

Richard Xu, 39
Chairman and CEO

Mr. Xu served as the Chairman and Chief Executive Officer of E-compass Acquisition Corp., a special purpose acquisition company, from September 2014 until its business combination with NYM Group Inc. in February 2017, and then served as the Vice President to iFresh, Inc. (the successor to E-compass Acquisition Corp.) until March 2017. Mr. Xu served as the President and a member of the board of directors of Sino Mercury Acquisition Corp. from its inception in March 2014 until its business combination with Wins Finance Group Ltd. in October 2015 and served as the President and a member of the board of directors of Wins Finance Holdings Inc. (the successor to Sino Mercury Acquisition Corp.) from that time until July 2016. From October 2010 to August 2014, Mr. Xu served as President of CIFCO International Group, a financial advisory firm focused on overseas investments in Chinese enterprises. From May 2009 to October 2010, Mr. Xu was a Director of the Investment Banking Division of Maxim Group, an investment banking and securities broker-dealer based in New York City, where he was responsible for the firm’s Chinese investments. From September 2005 to May 2009, Mr. Xu was a Partner of Viking Investment Co., an investment banking firm that he co-founded with responsibility for overseas restructuring, mergers and acquisitions, and financing of Chinese private companies. From 2004 to 2006, Mr. Xu served as a trader at Suisse American Securities, a subsidiary of Credit Suisse Group. Prior to that, Mr. Xu served as a Vice President at Asia power Investment PTE Ltd., a public company in Singapore. Mr. Xu’s experience in mergers and acquisitions, includes cross-border transactions involving the United States and China, over the last 10 years include more than 10 transactions, which Mr. Xu actively participated in (in a variety of capacities) from initial deal sourcing and negotiation through consummation. Mr. Xu obtained his Bachelor Degree from Tsinghua University in Beijing, and a Master’s Degree in Computer Science from the Courant Institute of New York University.


Tom W. Su, 43
President

Mr. Su is the Co-Founder of Chadsel LLC, an investment company in the United States, and has served as its Director focusing on fundraising and market development, since March 2012. Mr. Su has also served as Vice Chairman of American Fujianese Business Association Inc. for operation supervision since December 2009 and worked as founder of United States New York Asian Association, a New York Asian association since September 1999. From September 2016 to February 2017, Mr. Su was Vice President of E-compass Acquisition Corp. focusing on finance and investor relationships and from July 2015 to August 2016, Mr. Su was founder of Ivy Tiger Capital LLC. Mr. Su has experience and connections to investments and businesses operated by ethnic minorities which we believe will be a source of potential targets for us. Mr. Su studied for art design in Xiamen Academy of Arts and Design, Fuzhou University in China from September 1991 to March 1994.


Peiling He, 37
CFO and Secretary

Ms. He served as the Chief Financial Officer of E-compass Acquisition Corp., a special purpose acquisition company, from October 2014 until February 2017, and then served as the Chief Financial Officer to iFresh, Inc., the successor to E-compass Acquisition Corp. until May 2017. Ms. He served as the Chief Financial Officer of Sino Mercury Acquisition Corp. from its inception in March 2014 until its business combination with Wins Finance Group Ltd. in October 2015 and served as the Chief Financial Officer of Wins Finance Holdings Inc. from that time to August 2016. From May 2012 to August 2014, Ms. He served as Chief Financial Officer of Deyu Agriculture Corp. (formerly, Eco Building International Inc.), an agriculture company operated in China. She also served as Deyu Agriculture Corp.’s Acting Chief Financial Officer from February 2012 to May 2012 and its Financial Controller from October 2011 to February 2012. Ms. He served as an audit manager for Deloitte Touche Tohmatsu CPA Ltd. in China from July 2005 through September 2011, where she worked for multinational corporations and Chinese corporate clients, including private companies and publicly listed companies in the United States. Ms. He’s experience in mergers and acquisitions includes conducting target sourcing, financial due diligence and deal negotiation as financial expert, including several transactions in financial, consumer products, retail and manufacturing industries. Ms. He earned a Master’s Degree in Management from the Chinese Academy of Sciences and a Bachelor’s Degree in Accounting from Tsinghua University in China. Ms. He is also a Certified Public Accountant of China and Certified General Accountant of Canada.


Board of Directors

Ren Hua Zheng, 47
Director

Mr. Zheng was founder of Hope Kitchen Cabinets and Stone Supply LLC, a cabinet decoration company in the United States. and has served as Manager of since January 2006. Mr. Zheng has served as Property Manager of H&C Brother LLC, Orland Property LLC, B&J Investment LLC and 5904 5th Ave LLV since January 1999. Mr. Zheng’s experience includes strategy implementation, sale and marketing, staff training, cost analysis and financial budget supervision in enterprise operation.


Wai Fun Cheng, 66
Director

Mr. Cheng was Founder of W.Y. Industries, Inc., a company providing products in the food packaging industries and served as its President since 1977. Mr. Cheng grew W.Y. Industries from a small plastics manufacturing company to one serving customers throughout the United States internationally. Mr. Cheng has 40 years of experience on hands-on managerial experience and business acumen, including strategy, finance, operations, sales, and marketing, and developed deep understanding of critical business drivers within the industry. Mr. Cheng obtained GED Diploma in NY State Adult Education in May 1976.













 



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