Filed Pursuant to Rule 424(b)(4)
SEC File No. 333-173419
PROSPECTUS
Blue Wolf Mongolia Holdings Corp.
$70,000,000
7,000,000 Units
Blue Wolf Mongolia Holdings Corp. is a newly organized blank check company incorporated as a BVI business company and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more businesses or assets, which we refer to throughout this prospectus as our initial business combination. We are not limited to a particular industry or geographic region for purposes of consummating an initial business combination. Notwithstanding, we intend to focus on operating businesses that have their
primary operations located in Mongolia. While we may pursue an acquisition opportunity in any business industry or sector, we intend to initially focus on those industries or sectors that complement our management teams background, such as the natural resources sector and any related sectors.
This is an initial public offering of our securities. We are offering 7,000,000 units at an offering price of $10.00 and consisting of one ordinary share and one warrant. Each warrant entitles the holder to purchase one ordinary share at a price of $12.00, subject to adjustment as described in this prospectus. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted
the underwriters a 45-day option to purchase up to an additional 1,050,000 units to cover over-allotments, if any.
We will provide our shareholders with the opportunity to redeem their ordinary shares upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, including interest (net of taxes payable) divided by the number of then outstanding ordinary shares that were sold as part of the units in this offering, which we refer to as our public shares, subject to the limitations described herein. We intend to consummate our initial business combination and conduct redemptions of ordinary shares for cash without a shareholder vote pursuant to the
tender offer rules of the Securities and Exchange Commission, or the SEC. If, however, a shareholder vote is required by law or the NASDAQ Capital Market or we decide to hold a shareholder vote for business or other legal reasons, we will offer to redeem shares in conjunction with a proxy solicitation pursuant to the SECs proxy rules and not pursuant to the tender offer rules.
If we are unable to consummate our initial business combination within 21 months from the closing of this offering, we will distribute the aggregate amount then on deposit in the trust account (less up to $50,000 of the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and to cease all operations except for the purposes of winding up of our affairs, as further described herein.
Members of our sponsor, Blue Wolf MHC Ltd., have committed to purchase an aggregate of 4,166,667 warrants at a price of $0.75 per warrant ($3,125,000 in the aggregate) in a private placement that will occur simultaneously with the consummation of this offering. We refer to these warrants throughout this prospectus as the sponsor warrants.
Currently, there is no public market for our units, ordinary shares or warrants. Our units will be listed on the NASDAQ Capital Market under the symbol MNGLU on or promptly after the date of this prospectus. The ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc. informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing
when such separate trading will begin. Once the securities comprising the units begin separate trading, the ordinary shares and warrants will be traded on the NASDAQ Capital Market under the symbols MNGL and MNGLW, respectively.
Investing in our securities involves a high degree of risk. See Risk Factors beginning on page
20
for a discussion of information that should be considered in connection with an investment in our securities.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus does not constitute, and there will not be, an offering of securities to the public in the British Virgin Islands.
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Price to
Public
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Underwriting
Discounts and
Commissions
(1)
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Proceeds,
Before
Expenses, to us
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Per Unit
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$
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10.00
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$
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0.55
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$
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9.45
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Total
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$
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70,000,000
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$
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3,850,000
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$
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66,150,000
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(1)
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Includes $0.30 per unit, or $2,100,000 in the aggregate ($2,415,000 if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in the trust account described below. These funds will be released to the underwriters only on completion of our initial business combination, as described in this prospectus.
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Of the proceeds we receive from this offering and the sale of the sponsor warrants described in this prospectus, $70,000,000 in the aggregate ($10.00 per unit), or $80,237,500 if the underwriters over-allotment option is exercised in full (approximately $9.97 per unit), will be deposited into a trust account in the United States at Deutsche Bank Trust Company Americas, with Continental Stock Transfer & Trust Company acting as trustee. Except for up to $800,000 of the interest income (net of taxes payable) earned on the trust account that may be released to us to fund our working capital requirements, and any amounts necessary to
purchase up to 15% of our public shares if we seek shareholder approval of our business combination, each as described herein, our memorandum and articles of association provide that none of the funds held in the trust account will be released from the trust account except as described in this prospectus.
The underwriters are offering the units on a firm commitment basis. Deutsche Bank Securities Inc., acting as representative of the underwriters, expects to deliver the units to purchasers on or about July 20, 2011.
Deutsche Bank Securities
Odeon Capital Group
July 14, 2011