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Business Combination

Source: SEC.gov as of September 17, 2018
CURRENT FUNDS in TRUST:$52.9 million
PRO RATA AMOUNT IN TRUST:$10.21 per share
TARGET ENTERPRISE VALUE:$200.0 million
RECORD DATE:September 10, 2018
SHAREHOLDER VOTE DATE:October 4, 2018

IPO Terms

IPO Terms/Details

Total Public Proceeds at IPO ($mm):$52.0
% Held in Trust:101.5% or $52.78 M
$ Held in Trust per Unit:$10.15
Mgmt's Sector Expertise/Focus:India
IPO Date:Aug. 16, 2017
Months to Complete:12
Deadline Date:Aug. 16, 2018
Unit Structure (IAMXU)
Share (IAM):1 Share of Common Stock
Warrant (IAMXW):
Right (IAMXR):
1 Warrant
1 Right
Public Warrant Terms:
Exercise Price:$11.50
Redemption Price:$21.00
Cash or Cashless Redemption:Management's Discretion
Right Terms:
Upon completion of business combination:1/10 of one share of common stock
Underwriters:
Book-runner(s) and Lead Mgr(s):Maxim Group LLC, Chardan
Co-Manager(s):NA
Fees (Upfront/Deferred):2.0% / 3.5%
Lawyers:
Issuer's Counsel:Ellenoff Grossman & Schole LLP
Underwriter's Counsel:Loeb & Loeb LLP

Investor Presentation Smaaash Web-site Prelim Proxy 9/17/18

 

 

PROPOSED BUSINESS COMBINATION


ESTIMATED CURRENT FUNDS in TRUST: $52.9 Million
CURRENT PER SHARE REDEMPTION PRICE:  $10.15
ENTERPRISE VALUE: $264.6 Million

I-AM Capital proposes to acquire SMAAASH Entertainment Private Limited (“SMAAASH”), a global virtual reality gaming and sports entertainment company, headquartered in Mumbai, India. SMAAASH, which commenced operations in November 2012, is an entertainment company that connects sports, virtual and augmented reality, and dining into a highly interactive and innovative social experience for family and friends.

I-AM Capital Transaction Overview

I-AM CAPITAL MANAGEMENT & BOARD


Executive Officers

F. Jacob Cherian, 52
CEO and Director

Mr. Cherian co-founded and served as Chairman, Chief Executive Officer and director of Millennium India from July 2006 to October 2013, completing a $58 million initial public offering in July 2006. Millennium India completed a business combination with SMC, an India-headquartered diversified financial services company with over 2,500 locations in over 500 cities in India serving approximately 1.7 million investors by acquiring a 14.9% interest in SMC. Mr. Cherian established SMC’s United States presence, acquired stakes in financial firms, and serves as Chief Executive Officer of SMC Global USA since June 2015. He also serves on the Board of Directors of SMC since 2008, and a member of the board of directors of Moneywise Financial Services, a non-bank finance company in India, since 2008. From April 2004 to July 2006, Mr. Cherian served as Partner in the financial services division of Computer Sciences Corporation (“CSC”), a Fortune 500 firm with approximately $15.0 billion in annual revenues. Mr. Cherian’s prior work experience includes positions as a director in New York with KPMG LLP / KPMG Consulting from October 1998 to March 2004, and JP Morgan & Co from September 1995 to September 1998 in its Fixed Income Credit Portfolio & Derivatives Division.  Mr. Cherian has extensive international experience and has relocated to, and had multi-year residences in, both Europe and India. He is frequently featured in leading publications and industry conferences for his insights on emerging trends and growth markets, and is a respected authority on South Asian affairs.  Mr. Cherian holds a Bachelor of Arts degree in Accounting & Information Systems from Queens College of CUNY and an MBA in International Finance from St. John’s University. He has also served as Adjunct Professor of Finance at the Tobin College of Business at St. John’s University’s MBA Program for ten years. Mr. Cherian is also Vice-Chairman of Services Now for Adult Persons, a New York City Agency for the elderly.


Suhel Kanuga, 42
CFO, Secretary and Director

Mr. Kanuga co-founded Millennium India, a SPAC that completed a $58 million initial public offering in July 2006 and consummated a business combination with SMC and served at various positions including President, Chief Financial Officer, Treasurer, Secretary, Chief Compliance Officer and Director from March 2006 through May 2015. Mr. Kanuga also served on the Board of Directors of SAM Global Securities, prior to its amalgamation with SMC from January 2008 to February 2009. From April 2004 to July 2006, Mr. Kanuga served as Principal in the financial services division of CSC. He also held management positions at KPMG Consulting in New York from January 1999 to August 2004 and prior to that, U.S. West, Inc. Mr. Kanuga has significant international management experience, having worked with businesses across the United States, Europe and Asia. Mr. Kanuga has been interviewed in the media for his views and expertise on emerging markets investing and governance, and has also presented at industry conferences. He holds Bachelor’s degrees in Mathematics and Economics from Lawrence University.


Alan Chow
COO 

Since September 2016, Mr. Chow has been the Head of Operations of CM Asset Management (Hongkong) Company Limited. From February 2014 to September 2016, Mr. Chow was Head of Operations and Risk Management of Neo-Criterion Capital Limited, a boutique asset manager focused on China A-Shares investment. From August 2012 to January 2014, Mr. Chow was Vice President of Operations of the Absolute Return Platform under the China Everbright umbrella, where he was responsible for running operations for this hedge fund platform. From 2005 to 2012, Mr. Chow held various roles in risk management and product control on both the buy and sell sides, including at Goldman Sachs, Deutsche Bank, HSBC, and Maple Leaf Capital. From 2000 to 2002, Mr. Chow started his career as a software designer at Nortel Networks in Canada. He graduated from Queen’s University of Canada with an MBA degree in 2003 and a Bachelor of Science degree in Electrical Engineering in 2000. Mr. Chow is a CAIA and FRM Charterholder.


 

Board of Directors

Donald R. Caldwell, 70
Chairman of the Board and Director

Mr. Caldwell is an experienced investor, co-founded Cross Atlantic Capital Partners, Inc., a venture capital management company, and has served as its Chairman and Chief Executive Officer since 1999. At Cross Atlantic Capital Partners, Inc., Mr. Caldwell has raised four investment funds totaling over $500 million of committed capital and is responsible for the firm’s operations, building the investment team, and growing the Cross Atlantic franchise through fundraising, network development, and deal flow generation. Prior to founding Cross Atlantic Capital Partners, Inc. in March 1999, Mr. Caldwell was President and Chief Operating Officer of Safeguard Scientifics, Inc. (NYSE: SFE) (“Safeguard”) from 1996 to 1999, where he also previously served as Executive Vice President from 1993 to 1996.  Mr. Caldwell also serves as chairman and chief executive officer of InsPro Technologies Corporation, a software provider (OTC: ITCC), a role he assumed in January 2015. In addition to his service on our board, Mr. Caldwell currently serves on the board of directors of four public companies: InsPro Technologies Corporation (OTC: ITCC) since 2008, where he is serving as chairman of the board and chief executive officer, member of the audit committee; Lightning Gaming, Inc. since June 2015, where he has served as a director and a member of the audit committee; Quaker Chemical Corporation (NYSE: KWR) since 1997, where he has served as chairman of the executive committee and member of the compensation and audit committees; and Rubicon Technology, Inc. (NASDAQ: RBCN) since 2001, where he has served as chairman of the compensation committee and member of the audit and nominating and governance committees. Mr. Caldwell was previously a member of the board of directors of Diamond Cluster International, Inc. from 1994 to 2010 and has served as a director for several private companies and non-profit organizations, including software and money management firms as well as the Pennsylvania Academy of the Fine Arts and the Committee for Economic Development. Mr. Caldwell is a Certified Public Accountant and holds a Bachelor of Science degree from Babson College and a Master in Business Administration from the Graduate School of Business at Harvard University.


Roman Franklin, 33
Director

Mr. Franklin has been Chief Investment Officer of SMC Global USA since March 2016, and prior, President of Franklin Financial Planning from 2005 to 2016. Roman Franklin is a 14-year veteran of the financial services industry. By the age of 22 he held FINRA Series 7, Series 66, and Life, Health, and Variable Insurance Licenses. In 2005, he founded a fee-only registered investment advisory firm. In 2008, he was one of the youngest recipients of the National Association of Financial Advisors (“NAPFA”) Registered Financial Advisor (RFA) designation. In 2015, he was elected as a Board Member of the NAPFA, South Region Board of Directors, overseeing more than a dozen states from Texas, to Florida, to North Carolina. Mr. Franklin has experience in domestic and international investment, and has been involved in multiple business transactions tied to India, including the sale of a 50% equity stake in his wealth management business to Indian financial services firm SMC. Mr. Franklin holds a Bachelor’s Science degree in Management from Barry University and an M.B.A. in Finance from the Graduate School of Business at Stetson University.  His civic organization roles include School Advisory Council for Volusia County Schools, City of DeLand Economic Development Committee, and the Boys’ and Girls’ Clubs of Central Florida.


Max Hooper, 60
Director

Mr. Hooper serves as Managing Director of Merging Traffic, a web-based crowdsourcing portal, since September 2015 and Head of Investment Banking and Senior Vice President of Triloma Securities, a subsidiary of Triloma Financial Group LLC, since January 2016. Dr. Hooper is also the founder and owner of Partners Advisory Group and Partners Capital Group, two financial advisory firms since January 2014. Prior to that, Dr. Hooper was co-founder of Equity Broadcasting Corporation, a media company that owned and operated more than one hundred television stations across the United States. Dr. Hooper is an accomplished entrepreneur and has started multiple businesses in technology/internet, lodging, and services industries. Dr. Hooper has served on the investment committee of several venture capital and angel funds, and has completed “work out” transactions as a Certified Debt Arbitrator representing banks and private transactions. Dr. Hooper also has prior experience with SPACs such as transaction structuring, administration, research, and execution. Dr. Hooper has earned five doctorate degrees from a variety of institutions.


Frank Leavy, 64
Director

Since 2007, Mr. Leavy has been the Senior Vice President and Director of Finance and Administration for Blake’s All Natural Foods, a manufacturer of “better for you” frozen entrees. Prior to that, he held various financial officer positions at member companies of Group Rossignol, a world leading company in the winter sports industry. Specifically, he was Controller of Rossignol Ski Company from 1982 to 2006 and Vice President of Finance of Skis Dynastar, Inc. and Skis Dynastar Canada from 2000 to 2006. He also served as Chief Operating Officer at Roger Cleveland Golf Company, a subsidiary of Group Rossignol from 1999 to 2000 and was elected a director of the company from 2003 to 2005. Mr. Leavy holds a Bachelor of Arts degree from the College of the Holy Cross and a Master of Science degree in accounting from the Graduate School of Professional Accounting at Northeastern University.













 



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