NRX Pharmaceuticals, Inc PRE 14A, filed Mar 22, 2021
NRX Pharmaceuticals, Inc. (NRXP)
PRE 14A
2021-03-22
For: 2021-03-19
View Original
Added on
October 18, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☒ Preliminary Proxy
Statement
☐ Confidential, for
Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
☐ Definitive Proxy
Statement
☐ Definitive
Additional Materials
☐ Soliciting Material
Pursuant to Section 240.14a-12
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BIG ROCK PARTNERS ACQUISITION CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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of Filing Fee (Check the appropriate box):
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computed on table below per Exchange Act Rules 14a-6(i) (1) and
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of securities to which transaction applies:
_____________________________________________________________________________
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securities to which transaction applies:
_____________________________________________________________________________
(3)
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unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
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(4)
Proposed maximum
aggregate value of transaction:
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Total fee
paid:
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with preliminary materials.
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part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
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BIG ROCK PARTNERS ACQUISITION CORP.
2645 N. FEDERAL HIGHWAY, SUITE 230
DELRAY BEACH, FLORIDA 33483
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL [●], 2021
TO THE STOCKHOLDERS OF BIG ROCK PARTNERS ACQUISITION
CORP.:
You are
cordially invited to attend the special meeting (the “special
meeting”) of stockholders of Big Rock Partners Acquisition
Corp. (the “Company,” “Big Rock Partners,”
“we,” “us” or “our”) to be held
at 10:00 a.m. EST on April [●], 2021, virtually, at
https://www.cstproxy.com/bigrockpartners/sm2021, for the
sole purpose of considering and voting upon the following
proposals:
●
a
proposal to amend (the “Extension Amendment Proposal”)
the Company’s amended and restated certificate of
incorporation, as amended (the “charter”) to extend the
date by which the Company has to consummate a business combination
(the “Extension”) from April 23, 2021 to [●],
2021 (the “Extended Date”); and
●
a
proposal to adjourn the special meeting to a later date or dates,
if we determine that additional time is necessary to effectuate the
Extension (the “Adjournment Proposal”)
The
Extension Amendment Proposal and the Adjournment Proposal are more
fully described in the accompanying proxy statement.
Due to
health concerns stemming from the COVID-19 pandemic, and to support
the health and well-being of our stockholders, the special meeting
will be a virtual meeting. You will be able to attend and
participate in the special meeting online by visiting
https://www.cstproxy.com/bigrockpartners/sm2021. Please see
“Questions and Answers about
the Special Meeting — How do I attend the special
meeting?” for more information.
As
previously announced, on December 13, 2020, the Company entered
into an Agreement and Plan of Merger (as amended on March
19, 2021, the “Merger Agreement”) with NeuroRx,
Inc., a Delaware corporation (“NeuroRx”), and Big Rock
Merger Corp., a Delaware corporation and wholly-owned subsidiary of
the Company (“Merger Sub”), providing for the merger of
Merger Sub with and into NeuroRx, with NeuroRx surviving the merger
and becoming a wholly-owned subsidiary of the Company and the
stockholders of NeuroRx becoming stockholders of the
Company.
The
purpose of the Extension Amendment Proposal is to allow the Company
more time to complete its initial business combination with NeuroRx
or another proposed business combination (referred to herein as an
“initial business combination”), if such additional
time is needed. The Company’s prospectus for its initial
public offering (“IPO”) and its charter originally
provided that the Company only had until May 22, 2019 to complete
an initial business combination. The Company sought a series of
amendments to the charter to extend the time within which it would
have to complete its initial business combination. In connection
with these amendments, the Company offered public stockholders the
right to have their shares of common stock issued in the
Company’s IPO (the “public shares”) converted
into a pro rata portion of the trust account. The Company’s
charter, as amended, currently provides that it will have until
April 23, 2021 to complete a business combination. The
Company’s board of directors has determined that it may not
be able to complete its initial business combination by April 23,
2021. Accordingly, the board has determined that it is in the best
interests of our stockholders to extend the date that the Company
has to consummate an initial business combination to the Extended
Date. Notwithstanding shareholder approval of the Extension, the
Company intends to consummate its proposed business combination
with NeuroRx as soon as practicable.
The
purpose of the Adjournment Proposal is to allow the Company to
adjourn the special meeting to a later date or dates if we
determine that more time is necessary to effectuate the
Extension.
The
Company’s board of directors has fixed the close of business
on [●], 2021 as the date for determining the Company’s
stockholders entitled to receive notice of and vote at the special
meeting and any adjournment thereof. Only holders of record of the
Company’s common stock on that date are entitled to have
their votes counted at the special meeting or any adjournment
thereof. As of the record date, there are 2,688,242 shares of
common stock outstanding, the Company’s only class of voting
securities. A complete list of stockholders of record entitled to
vote at the special meeting will be available for ten days before
the special meeting at the Company’s principal executive
offices for inspection by stockholders during ordinary business
hours for any purpose germane to the special meeting.
The
holders of public shares may elect to convert their public shares
into their pro rata portion of the funds held in the trust account
(calculated as of two business days prior to the special meeting)
if the Extension Amendment Proposal is approved and the Extension
is implemented (the “Conversion”). Holders of public
shares do not need to vote on the Extension Amendment Proposal or
be a holder of record on the record date to exercise conversion
rights. The per-share pro rata portion of the trust account on the
record date (which is expected to be the same approximate amount
two business days prior to the meeting) was approximately
$[●]. The closing price of the Company’s common stock
on the record date was $[●]. Accordingly, if the market price
were to remain the same until the date of the meeting, exercising
conversion rights would result in a public stockholder receiving
approximately $[●] [more][less] than if such stockholder sold
the public shares in the open market. However, the actual market
price on the redemption date may be higher or lower than the per
share pro rata portion of the trust account on such date.
Additionally, the Company cannot assure stockholders that they will
be able to sell their shares of Company common stock in the open
market, even if the market price per share is higher than the
conversion price stated above, as there may not be sufficient
liquidity in its securities when such stockholders wish to sell
their shares.
If the
Extension Amendment Proposal is not approved by April 23, 2021
(whether at the special meeting or an adjourned meeting upon
approval of the Adjournment Proposal), the Extension will not be
implemented and, in accordance with our charter, 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 100% of the outstanding public shares with the
aggregate amount then on deposit in the trust account and (iii)
thereafter seek to dissolve and liquidate as described in more
detail in this proxy statement.
If the
Extension Amendment Proposal is approved and the Extension is
implemented, the Company will (i) remove from the trust account an
amount (the “Withdrawal Amount”) equal to the pro rata
portion of funds available in the trust account relating to the
converted public shares and (ii) deliver to the holders of such
converted public shares their pro rata 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 the
initial business combination on or before the Extended Date.
Holders of public shares who do not convert their public shares now
will retain their conversion rights and their ability to vote on a
business combination through the Extended Date if the Extension
Amendment Proposal is approved and the Extension is
implemented.
After
careful consideration of all relevant factors, the Company’s
board of directors has determined that the Extension Amendment
Proposal and Adjournment Proposal are fair to and in the best
interests of the Company and its stockholders, has declared it
advisable and recommends that you vote or give instruction to vote
“FOR” the Extension Amendment Proposal and
“FOR” the Adjournment Proposal, if
presented.
Enclosed is the
proxy statement containing detailed information concerning the
Extension Amendment Proposal, Adjournment Proposal, and the special
meeting. Whether or not you plan to attend the special meeting, we
urge you to read this material carefully and vote your
shares.
I look
forward to seeing you at the meeting.
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March
[●], 2021
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By
Order of the Board of Directors
Richard
Ackerman
Chairman,
President and Chief Executive Officer
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Your vote is important. Please sign, date and return your proxy
card as soon as possible to make sure that your shares are
represented at the special meeting. If you are a stockholder of
record, you may also cast your vote virtually at the special
meeting. If your shares are held in an account at a brokerage firm
or bank, you must instruct your broker or bank how to vote your
shares, or you may cast your vote virtually at the special meeting
by obtaining a proxy from your brokerage firm or bank. Your failure
to vote or instruct your broker or bank how to vote will have the
same effect as voting against both of the proposals.
Important Notice Regarding the Availability of Proxy Materials for
the Special meeting of Stockholders to be held on April [●],
2021: This notice of meeting and the accompanying proxy statement
are available at
https://www.cstproxy.com/bigrockpartners/sm2021.
BIG ROCK PARTNERS ACQUISITION CORP.
2645 N. FEDERAL HIGHWAY, SUITE 230
DELRAY BEACH, FLORIDA 33483
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL [●], 2021
PRELIMINARY PROXY STATEMENT
Big
Rock Partners Acquisition Corp. (the “Company,”
“Big Rock Partners,” “we,” “us”
or “our”), a Delaware corporation, is providing this
proxy statement in connection with the solicitation by the Board of
proxies to be voted at the Special Meeting to be held at 10:00 a.m.
EST on April [●], 2021, virtually, at
https://www.cstproxy.com/bigrockpartners/sm2021.
At the
special meeting, the following proposals will be considered and
voted upon:
●
a
proposal to amend (the “Extension Amendment Proposal”)
the Company’s amended and restated certificate of
incorporation (the “charter”) to extend the date by
which the Company has to consummate a business combination (the
“Extension”) from April 23, 2021 to [●], 2021
(the “Extended Date”); and
●
a
proposal to adjourn the special meeting to a later date or dates,
if we determine that additional time is necessary to effectuate the
Extension (the “Adjournment Proposal”)
The
Extension Amendment Proposal and the Adjournment Proposal are more
fully described in the accompanying proxy statement.
Due to
health concerns stemming from the COVID-19 pandemic, and to support
the health and well-being of our stockholders, the special meeting
will be a virtual meeting. You will be able to attend and
participate in the special meeting online by visiting
https://www.cstproxy.com/bigrockpartners/sm2021. Please see
“Questions and Answers about
the Special Meeting — How do I attend the special
meeting?” for more information.
As
previously announced, on December 13, 2020, the Company entered
into an Agreement and Plan of Merger (as amended on March
19, 2021, the “Merger Agreement”) with NeuroRx,
Inc., a Delaware corporation (“NeuroRx”), and Big Rock
Merger Corp., a Delaware corporation and wholly-owned subsidiary of
the Company (“Merger Sub”), providing for the merger of
Merger Sub with and into NeuroRx, with NeuroRx surviving the merger
and becoming a wholly-owned subsidiary of the Company and the
stockholders of NeuroRx becoming stockholders of the
Company.
The
purpose of the Extension Amendment Proposal is to allow the Company
more time to complete its initial business combination with NeuroRx
or another proposed business combination (referred to herein as an
“initial business combination”), if such additional
time is needed. The Company’s prospectus for its initial
public offering (“IPO”) and its charter originally
provided that the Company only had until May 22, 2019 to complete
an initial business combination. The Company sought a series of
amendments to the charter to extend the time within which it would
have to complete its initial business combination. In connection
with these amendments, the Company offered public stockholders the
right to have their shares of common stock issued in the
Company’s IPO (the “public shares”) converted
into a pro rata portion of the trust account. The Company’s
charter, as amended, currently provides that it will have until
April 23, 2021 to complete a business combination. The
Company’s board of directors has determined that it may not
be able to complete its initial business combination by April 23,
2021. Accordingly, the board has determined that it is in the best
interests of our stockholders to extend the date that the Company
has to consummate an initial business combination to the Extended
Date. Notwithstanding shareholder approval of the Extension, the
Company intends to consummate its proposed business combination
with NeuroRx as soon as practicable.
The
purpose of the Adjournment Proposal is to allow the Company to
adjourn the special meeting to a later date or dates if we
determine that more time is necessary to effectuate the
Extension.
1
The
holders of public shares may elect to convert their public shares
into their pro rata portion of the funds held in the trust account
established at the time of the IPO (the “trust
account”) if the Extension Amendment Proposal is approved and
the Extension is implemented (the “Conversion”).
Holders of public shares do not need to vote on the Extension
Amendment Proposal or be a holder of record on the record date to
exercise conversion rights. Holders of public shares who do not
convert their public shares now will retain their conversion rights
and their ability to vote on the Company’s initial business
combination through the Extended Date if the Extension Amendment
Proposal is approved and the Extension is implemented.
Approval of the
Extension Amendment Proposal is a condition to the implementation
of the Extension.
If the
Extension Amendment Proposal is approved and the Extension is
implemented, the Company will (i) remove from the trust account an
amount (the “Withdrawal Amount”) equal to the pro rata
portion of funds available in the trust account relating to the
converted public shares and (ii) deliver to the holders of such
converted public shares their pro rata 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 Date. Accordingly,
if the Extension Amendment Proposal is approved, the amount
remaining in the trust account may be only a small fraction of the
approximately $[●] million that was in the trust account as
of the record date. In such event, the Company may need to obtain
additional funds to complete an initial business combination and
there can be no assurance that such funds will be available on
terms acceptable to the Company or at all. Additionally, if the
Extension Amendment Proposal is approved, the Company’s
rights and warrants will remain outstanding in accordance with
their existing terms.
If the
Extension Amendment Proposal is not approved by April 23, 2021
(whether at the special meeting or an adjourned meeting upon
approval of the Adjournment Proposal), the Extension will not be
implemented and, in accordance with our charter, 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 100% of the outstanding public shares, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including any interest but
net of taxes payable, 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 the case of (ii) and (iii) above) to our obligations
under Delaware law to provide for claims of creditors and the
requirements of other applicable law.
The
holders of shares of common stock issued prior to the IPO
(“insider shares”) have waived their rights to
participate in any liquidation distribution with respect to the
1,725,000 insider shares as well as the shares (“private
shares”) included in the 272,500 units (“private
placement units”) purchased by them simultaneously with the
IPO. EarlyBirdCapital, Inc. (“EBC”) and its designees
have also waived their rights to participate in any liquidation
distributions with respect to the 138,000 shares issued to them in
connection with the IPO (“representative shares”). As a
consequence of such waivers, a liquidating distribution will be
made only with respect to the public shares. There will be no
distribution from the trust account with respect to the
Company’s rights or warrants, which will expire worthless in
the event we wind up.
If the
Extension Amendment Proposal is not approved and the Company
liquidates, A/Z Property Partners, LLC (“A/Z
Property”), an entity majority owned by Richard Ackerman, the
Company’s Chairman, President and Chief Executive Officer,
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, reduces the amount of funds in the
trust account to below $10.00 per public share, except as to any
claims by a third party who executed a waiver of any and all rights
to seek access to the trust account and except as to any claims
under our indemnity of the underwriters of our IPO against certain
liabilities, including liabilities under the Securities Act. In the
event that an executed waiver is deemed to be unenforceable against
a third party, A/Z Property will not be responsible for such third
party claims. Furthermore, it will not be liable to our public
stockholders and instead will only have liability to us. There is
no assurance, however, that it will be able to satisfy those
obligations to us. Based on the cash available to the Company
outside of its trust account for working capital and the
Company’s outstanding expenses owed to all creditors (both
those that have signed trust fund waivers and those that have not),
it is not anticipated that A/Z Property will have any
indemnification obligations. Accordingly, regardless of whether an
indemnification obligation exists, the per share liquidation price
for the public shares is anticipated to be $[●], plus
interest. Nevertheless, the Company cannot assure you that the per
share distribution from the trust account, if the Company
liquidates, will not be less than $[●] plus interest, due to
unforeseen claims of creditors.
2
Under
the Delaware General Corporation Law (the “DGCL”),
stockholders may be held liable for claims by third parties against
a corporation to the extent of distributions received by them in a
dissolution. If the corporation complies with certain procedures
set forth in Section 280 of the DGCL intended to ensure that it
makes reasonable provision for all claims against it, including a
60-day notice period during which any third-party claims can be
brought against the corporation, a 90-day period during which the
corporation may reject any claims brought, and an additional
150-day waiting period before any liquidating distributions are
made to stockholders, any liability of stockholders with respect to
a liquidating distribution is limited to the lesser of such
stockholder’s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the
stockholder would be barred after the third anniversary of the
dissolution. However, because the Company will not be complying
with Section 280 of the DGCL, Section 281(b) of the DGCL requires
us to adopt a plan, based on facts known to us at such time that
will provide for our payment of all existing and pending claims or
claims that may be potentially brought against us within the
subsequent ten years. Because we are a blank check company, rather
than an operating company, and our operations have been and will
continue to be limited to searching for prospective target
businesses to acquire, the only likely claims to arise would be
from our vendors (such as lawyers, investment bankers, etc.) or
prospective target businesses.
The
record date for the special meeting is March [●], 2021.
Record holders of shares 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. On the record date, there
were 2,688,242 outstanding shares of Company common stock,
including 552,742 outstanding public shares. The Company’s
rights and warrants do not have voting rights.
This
proxy statement contains important information about the special
meeting and the proposals described herein. Please read it
carefully and vote your shares.
This
proxy statement is dated March [●], 2021 and is first being
mailed to stockholders on or about that date.
3
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
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.
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Q. Why
am I receiving this proxy statement?
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A. The
Company is a blank check company formed in September 2017 for the
purpose of entering into a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or
other similar business combination with one or more businesses or
entities. In November 2017, the Company consummated its IPO from
which it derived gross proceeds of $69,000,000 (including
$9,000,000 from the exercise of the underwriters’
over-allotment option). Like most blank check companies, our
charter provides for the return of the IPO proceeds held in the
trust account to the holders of public shares if there is no
qualifying business combination(s) consummated on or before a
certain date (in our case, after the two extensions we were
permitted to obtain pursuant to our charter, May 22,
2019).
The
Company was unable to complete a qualifying business combination by
such date and on May 21, 2019, the Company’s stockholders
approved an amendment to the charter to provide that it would have
until August 22, 2019. The Company then sought further amendments
to the charter to provide that it would have until April 23, 2021
to complete a business combination. In connection with these
amendments, the Company offered public stockholders the right to
have their public shares converted into a pro rata portion of the
trust account. Accordingly, as of the record date, the Company has
approximately $[●] million of cash in the trust
account.
The
Company has entered into the Merger Agreement with NeuroRx. The
Company’s charter currently provides that the Company will
only have until April 23, 2021 to complete its initial business
combination. The Company’s board of directors has determined
that it may not be able to complete the initial business
combination with NeuroRx by April 23, 2021. Accordingly, the board
has determined that it is in the best interests of our stockholders
to extend the date that the Company has to consummate an initial
business combination to the Extended Date. Notwithstanding
shareholder approval of the Extension, the Company intends to
consummate its proposed business combination with NeuroRx as soon
as practicable.
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Q. What
is being voted on?
|
A. You
are being asked to vote on
● a proposal to amend
the Company’s charter to extend the date by which the Company
has to consummate a business combination to the Extended Date
– we refer to this proposal as the “Extension Amendment
Proposal”; and
● a proposal to
adjourn the special meeting to a later date or dates, if we
determine that additional time is necessary to effectuate the
Extension – we refer to this proposal as the
“Adjournment Proposal”.
Approval
of the Extension Amendment Proposal is a condition to the
implementation of the Extension. If the Extension is implemented,
the Company will remove the Withdrawal Amount from the trust
account, deliver to the holders of converted public shares the pro
rata portion of the Withdrawal Amount and retain the remainder of
the funds in the trust account for the Company’s use in
connection with consummating a business combination on or before
the Extended Date.
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4
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If the
Extension Amendment Proposal is approved and the Extension is
implemented, the removal of the Withdrawal Amount from the trust
account will reduce the Company’s net asset value. The
Company cannot predict the amount that will remain in the trust
account if the Extension Amendment Proposal is approved and the
amount remaining in the trust account may be only a small fraction
of the approximately $[●] million that was in the trust
account as of the record date. In such event, the Company may need
to obtain additional funds to complete its initial business
combination and there can be no assurance that such funds will be
available on terms acceptable to the parties or at
all.
If the
Extension Amendment Proposal is not approved by April 23, 2021
(whether at the special meeting or an adjourned meeting upon
approval of the Adjournment Proposal), 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 100% of the outstanding public shares, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including any interest but
net of franchise and income taxes payable, 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 the case of (ii) and (iii)
above) to our obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable
law.
The
holders of the insider shares, private shares and representative
shares have waived their rights to participate in any liquidation
distribution with respect to such shares. There will be no
distribution from the trust account with respect to our rights and
warrants, which will expire worthless in the event we wind up. The
Company will pay the costs of liquidation from its remaining assets
outside of the trust account. If such funds are insufficient, A/Z
Property has agreed to advance it the funds necessary to complete
such liquidation (currently anticipated to be no more than
approximately $15,000) and has agreed not to seek repayment of such
expenses.
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|
Q. Why
is the Company proposing the Extension Amendment
Proposal?
|
A. The
Company’s charter currently provides for the return of the
IPO proceeds held in the trust account to the holders of public
shares if there is no qualifying business combination(s)
consummated on or before April 23, 2021. The Company’s board
has determined that the Company will not be able to consummate its
initial business combination with NeuroRx by April 23, 2021.
Accordingly, the Company has determined to seek stockholder
approval to extend the date by which the Company has to complete a
business combination.
The
Company believes that given the Company’s expenditure of
time, effort and money on searching for potential business
combination opportunities, circumstances warrant providing public
stockholders an opportunity to consider the proposed business
combination. Accordingly, the Company’s board of directors is
proposing the Extension Amendment Proposal to extend the
Company’s corporate existence until the Extended Date.
Notwithstanding shareholder approval of the Extension, the Company
intends to consummate its proposed business combination with
NeuroRx as soon as practicable.
You are not being asked to vote on any proposed business
combination at this time. If the Extension is implemented and you
do not elect to convert your public shares now, you will retain the
right to vote on any proposed business combination when and if one
is submitted to stockholders and the right to convert your public
shares into a pro rata portion of the trust account in the event a
proposed business combination is approved and completed or the
Company has not consummated a business combination by the Extended
Date.
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5
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Q. Why
should I vote for the Extension Amendment Proposal?
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A. The
Company’s board of directors believes stockholders will
benefit from the Company consummating its initial business
combination and is proposing the Extension Amendment Proposal to
extend the date by which the Company has to complete its business
combination until the Extended Date and to allow for the
Conversion.
Given
the Company’s expenditure of time, effort and money on
searching for potential business combination opportunities,
circumstances warrant providing public stockholders an opportunity
to consider an initial business combination, inasmuch as the
Company is also affording stockholders who wish to convert their
public shares as originally contemplated, the opportunity to do so
as well. Accordingly, we believe that the Extension is consistent
with the spirit in which the Company offered its securities to the
public.
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|
Q.
Why is the Company proposing the Adjournment Proposal?
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A. The
Company is proposing the Adjournment Proposal to provide
flexibility to adjourn the special meeting to give the Company more
time to seek approval of the Extension Amendment Proposal, if
necessary. If the Adjournment Proposal is not approved, the Company
will not have the ability to adjourn the special meeting to a later
date for the purpose of soliciting additional proxies. In such
event, the Extension would not be completed, the Company would
cease all operations except for the purpose of winding up,
redeeming 100% of the outstanding public shares for cash and,
subject to the approval of its remaining shareholders and its board
of directors, dissolving and liquidating.
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Q. How
do the Company’s executive officers, directors and affiliates
intend to vote their shares?
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A. All
of the Company’s directors, executive officers and their
respective affiliates, as well as BRAC Lending Group, are expected
to vote any common stock over which they have voting control
(including any public shares owned by them) in favor of the
Extension Amendment Proposal and in favor of the Adjournment
Proposal.
The
holders of the 1,725,000 insider shares, 272,500 private shares and
138,000 representative shares, including those held by the
Company’s sponsor, directors and executive officers together
with BRAC Lending Group and their respective affiliates, and EBC
and its designees, are not entitled to convert any shares in
connection with the Extension Amendment Proposal. On the record
date, these shares represented approximately 76.9% of the
Company’s issued and outstanding common stock.
Neither
the Company’s sponsor, directors or executive officers nor
BRAC Lending Group or any of their respective affiliates
beneficially owned any public shares as of the record date.
However, they may choose to buy public shares in the open market
and/or through negotiated private purchases after the date of this
proxy statement. In the event that purchases do occur, the
purchasers may seek to purchase shares from stockholders who would
otherwise have voted against the Extension Amendment Proposal
and/or elected to convert their shares. Any public shares so
purchased will be voted in favor of the Extension Amendment
Proposal and Adjournment Proposal.
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6
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Q. What
vote is required to adopt each proposal?
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A. Extension
Amendment Proposal. Approval of the Extension Amendment
Proposal will require the affirmative vote of holders of a majority
of the issued and outstanding shares of the Company’s common
stock as of the record date.
Adjournment Proposal. Approval of the
Adjournment Proposal will require the affirmative vote of the
holders of a majority of the shares of the Company’s common
stock represented in person (including virtually) or by proxy at
the meeting and entitled to vote thereon.
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Q. What
if I don’t want to vote for the Extension Amendment Proposal
or the Adjournment Proposal?
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A. If
you do not want the Extension Amendment Proposal to be approved,
you must abstain, not vote, or vote against the proposal. If the
Extension Amendment Proposal is approved, and the Extension is
implemented, then the Withdrawal Amount will be withdrawn from the
trust account and paid to the converting or non-voting
holders.
If you
do not want the Adjournment Proposal to be approved, you must
abstain, not vote or vote against the proposal.
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Q. Will
you seek any further extensions to liquidate the trust
account?
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A. Other
than the extension until the Extended Date as described in this
proxy statement, the Company does not currently anticipate seeking
any further extension to consummate a business combination,
although it may determine to do so in the future.
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Q. What
happens if the Extension Amendment Proposal is not
approved?
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A. If
the Extension Amendment Proposal is not approved, 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 100% of the outstanding public shares, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including any interest but
net of franchise and income taxes payable, 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 the case of (ii) and (iii)
above) to our obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable
law.
The
holders of the insider shares, private shares and representative
shares waived their rights to participate in any liquidation
distribution with respect to such shares. There will be no
distribution from the trust account with respect to our rights and
warrants which will expire worthless in the event we wind up. The
Company will pay the costs of liquidation from its remaining assets
outside of the trust account, which it believes are sufficient for
such purposes. If such funds are insufficient, A/Z Property has
agreed to advance the Company the funds necessary to complete such
liquidation (currently anticipated to be no more than approximately
$15,000) and has agreed not to seek repayment of such
expenses.
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7
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Q. If
the Extension Amendment Proposal is approved, what happens
next?
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A. If
the Extension Amendment Proposal is approved, the Company will
continue to attempt to consummate its initial business combination
until the Extended Date.
The
Company will remain a reporting company under the Securities
Exchange Act of 1934 and its units, common stock, rights and
warrants will remain publicly traded until the Extended
Date.
If the
Extension Amendment Proposal is approved, the removal of the
Withdrawal Amount from the trust account will reduce the amount
remaining in the trust account and increase the percentage interest
of Company shares held by the Insiders and the Company’s
officers, directors and their affiliates.
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Q. Would
I still be able to exercise my conversion rights if I vote against
any subsequently proposed business combination?
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A. Unless
you elect to convert your shares, you will be able to vote on any
subsequently proposed business combination when it is submitted to
stockholders. If you disagree with the business combination, you
will retain your right to vote against it and/or convert your
public shares upon consummation of the business combination in
connection with the stockholder vote to approve such business
combination, subject to any limitations set forth in the
charter.
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Q. How
do I change my vote?
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A. 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 or by voting virtually by submitting a ballot at
the special meeting live webcast. Attendance at the special meeting
alone will not change your vote. You also may revoke your proxy by
sending a notice of revocation to the Company located at 2645 N.
Federal Highway, Suite 230, Delray Beach, Florida 33483, Attn:
Corporate Secretary.
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Q. How
are votes counted?
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A. Votes
will be counted by the inspector of election appointed for the
meeting, who will separately count “FOR” and
“AGAINST” votes, abstentions and broker
non-votes.
Extension Amendment Proposal. Approval of the Extension
Amendment Proposal will require the affirmative vote of the
stockholders holding at least a majority of the shares of common
stock outstanding on the record date. Abstentions and broker
non-votes will have the same effect as votes against the Extension
Amendment Proposal.
Adjournment Proposal. Approval of the Adjournment Proposal
will require the affirmative vote of the holders of a majority of
the shares of the Company’s common stock represented in
person (including virtually) or by proxy at the meeting and
entitled to vote thereon. Abstentions will have the same effect as
a vote against the Adjournment Proposal. Brokers are entitled to
vote on the Adjournment Proposal absent voting instructions from
the beneficial holder because the proposal is considered
“routine”. Consequently, there should be no
broker non-votes with respect to the Adjournment
Proposal.
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. Discretionary items are
proposals considered routine under the rules of the New York Stock
Exchange applicable to member brokerage firms. These rules provide
that for routine matters your broker has the discretion to vote
shares held in street name in the absence of your voting
instructions. On non-discretionary items for which you do not give
your broker instructions, the shares will be treated as broker
non-votes.
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8
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Q. If
my shares are held in “street name,” will my broker
automatically vote them for me?
|
A. Your
broker, bank or nominee can vote your shares without receiving your
instructions on “routine” proposals only. Your broker,
bank or nominee cannot vote your shares with respect to
“non-routine” proposals unless you provide instructions
on how to vote in accordance with the information and procedures
provided to you by your broker, bank or nominee.
The
Adjournment Proposal is considered a routine proposal. Accordingly,
your broker, bank or nominee may vote your shares with respect to
such proposal without receiving voting instructions.
The
Extension Amendment Proposal is a non-routine proposal.
Accordingly, your broker, bank or nominee may not vote your shares
with respect to this proposal unless you provide voting
instructions.
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Q. What
is a quorum requirement?
|
A. A
quorum of stockholders is necessary to hold a valid meeting. A
quorum will be present if at least a majority of the outstanding
shares of common stock on the record date are represented by
stockholders present at the meeting or by proxy.
Your
shares will be counted towards the quorum only if you submit a
valid proxy (or one is submitted on your behalf by your broker,
bank or other nominee) or if you vote virtually at the special
meeting. Abstentions and broker non-votes will be counted towards
the quorum requirement. If there is no quorum, a majority of the
votes present at the special meeting may adjourn the special
meeting to another date.
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Q. Who
can vote at the special meeting?
|
A. Only
holders of record of the Company’s common stock at the close
of business on March [●], 2021 are entitled to have their
vote counted at the special meeting and any adjournments or
postponements thereof. On the record date, 2,688,242 shares of
common stock were outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name. If on
the record date your shares were registered directly in your name
with the Company’s transfer agent, Continental Stock Transfer
& Trust Company, then you are a stockholder of record. As a
stockholder of record, you may vote in virtually at the special
meeting by submitting a ballot at the live webcast or you may vote
by proxy. Whether or not you plan to attend the special meeting, we
urge you to fill out and return the enclosed proxy card to ensure
your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or
Bank. If on the record date your shares were held, not in
your name, but rather in an account at a brokerage firm, bank,
dealer, or other similar organization, then you are the beneficial
owner of shares held in “street name” and these proxy
materials are being forwarded to you by that organization. As a
beneficial owner, you have the right to direct your broker or other
agent on how to vote the shares in your account. You are also
invited to attend the special meeting. However, since you are not
the stockholder of record, you may not vote your shares virtually
at the special meeting unless you request and obtain a valid proxy
from your broker or other agent.
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9
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Q.
How do I attend the special meeting?
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Due to
health concerns stemming from the COVID-19 pandemic, the special
meeting will be a virtual meeting. Any stockholder wishing to
attend the special meeting must register in advance. To register
for and attend the special meeting, please follow these
instructions as applicable to the nature of your ownership of the
Company’s common stock:
Record Owners. If you are a record holder and you wish to
attend the special meeting, go to
https://www.cstproxy.com/bigrockpartners/sm2021, enter the
control number you received on your proxy card or notice of the
meeting and click on the “Click here to preregister for the
online meeting” link at the top of the page. You will need to
log back into the meeting site using your control number
immediately prior to the start of the special meeting. You must
register before the meeting starts.
Beneficial Owners. Beneficial owners who wish to attend the
special meeting must obtain a legal proxy from the stockholder of
record and e-mail a copy of their legal proxy
to proxy@continentalstock.com. Beneficial owners should
contact their bank, broker, or other nominee for instructions
regarding obtaining a legal proxy. Beneficial owners who e-mail a
valid legal proxy will be issued a meeting control number that will
allow them to register to attend and participate in the special
meeting. You will receive an e-mail prior to the meeting with a
link and instructions for entering the special meeting. Beneficial
owners should contact Continental Stock Transfer on or before 5:00
p.m. Eastern Time on April [●], 2021.
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Q. Does
the board recommend voting for the approval of the Extension
Amendment Proposal and the Adjournment Proposal?
|
A. Yes.
After careful consideration of the terms and conditions of these
proposals, the board of directors of the Company has determined
that the Extension Amendment Proposal is fair to and in the best
interests of the Company and its stockholders. The board of
directors recommends that the Company’s stockholders vote
“FOR” the Extension Amendment Proposal and
“FOR” the Adjournment Proposal, if
presented.
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Q. What
interests do the Company’s directors and officers have in the
approval of the proposals?
|
A. The
Company’s directors, officers and their affiliates have
interests in the Extension Amendment Proposal that may be different
from, or in addition to, your interests as a stockholder. These
interests include, but are not limited to, ownership of insider
shares and private shares, rights and warrants that will become
worthless if the Extension Amendment Proposal is not approved,
loans by them that will not be repaid in the event of our winding
up and the possibility of future compensatory arrangements. See the
section entitled “The
Special Meeting—Interests of the Company’s Directors
and Officers.”
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Q. What
if I object to the Extension Amendment Proposal? Do I have
appraisal rights?
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A. Company
stockholders do not have appraisal rights in connection with the
Extension Amendment Proposal under the DGCL.
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10
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Q. What
happens to the Company’s rights and warrants if the Extension
Amendment Proposal is not approved?
|
A. If
the Extension Amendment Proposal is not approved by April 23, 2021
(whether at the special meeting or an adjourned meeting upon
approval of the Adjournment Proposal), 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 100% of the outstanding public shares, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including any interest but
net of franchise and income taxes payable, 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 the case of (ii) and (iii)
above) to our obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law. In such
event, your rights and warrants will become worthless.
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Q. What
happens to the Company’s rights and warrants if the Extension
Amendment Proposal is approved?
|
A. If
the Extension Amendment Proposal is approved, the Company will
continue to attempt to consummate its initial business combination
until the Extended Date. The rights and warrants will remain
outstanding in accordance with their terms during any extension
period. The rights will still automatically convert into one-tenth
of a share of common stock on the consummation of the initial
business combination. The warrants will still become exercisable
commencing on the consummation of the initial business
combination.
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Q. What
do I need to do now?
|
A. The
Company urges you to read carefully and consider the information
contained in this proxy statement, including the annexes, and to
consider how the proposals will affect you as a Company
stockholder. You should then vote as soon as possible in accordance
with the instructions provided in this proxy statement and on the
enclosed proxy card.
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Q. How
do I vote?
|
A. If
you are a holder of record of Company common stock, you may vote
virtually at the special meeting by submitting a ballot during the
live webcast or by submitting a proxy for the special meeting.
Whether or not you plan to attend the special meeting, we urge you
to vote by proxy to ensure your vote is counted. You may submit
your proxy by completing, signing, dating and returning the
enclosed proxy card in the accompanying pre-addressed postage paid
envelope. You may still attend the special meeting and vote
virtually if you have already voted by proxy.
If your
shares of Company common stock are held in “street
name” by a broker or other agent, you have the right to
direct your broker or other agent on how to vote the shares in your
account. You are also invited to attend the special meeting.
However, since you are not the stockholder of record, you may not
vote your shares virtually at the special meeting unless you
request and obtain a valid proxy from your broker or other
agent.
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11
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Q. How
do I convert my shares of Company common stock?
|
A. If
the Extension is implemented, each public stockholder may seek to
convert his, her, or its public shares for a pro rata portion of
the funds available in the trust account, less any franchise and
income taxes owed on such funds but not yet paid. Holders of public
shares do not need to vote on the Extension Amendment Proposal or
be a holder of record on the record date to exercise conversion
rights.
To
demand conversion, you must either physically tender your stock
certificates to Continental Stock Transfer & Trust Company, the
Company’s transfer agent, at Continental Stock Transfer &
Trust Company, 1 State Street, New York, New York 10004, Attn: Mark
Zimkind, mzimkind@continentalstock.com, prior to the vote for the
Extension Amendment Proposal or 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. You will only be entitled to receive cash in connection
with a conversion of these shares if you continue to own them until
the effective date of the Extension.
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Q. What
should I do if I receive more than one set of voting
materials?
|
A. You
may receive more than one set of voting materials, including
multiple copies of this proxy statement and multiple proxy cards or
voting instruction cards, if your shares are registered in more
than one name or are registered in different accounts. For example,
if you hold your shares in more than one brokerage account, you
will receive a separate voting instruction card for each brokerage
account in which you hold shares. Please complete, sign, date and
return each proxy card and voting instruction card that you receive
in order to cast a vote with respect to all of your Company
shares.
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Q. Who
is paying for this proxy solicitation?
|
A. The
Company will pay for the entire cost of soliciting proxies. 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.
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Q. Who
can help answer my questions?
|
A. If
you have questions about the proposals or if you need additional
copies of the proxy statement or the enclosed proxy card you should
contact:
Big
Rock Partners Acquisition Corp.
2645 N.
Federal Highway, Suite 230
Delray
Beach, Florida 33483
Attn:
Richard Ackerman
Telephone: (310)
734-2300
You may
also obtain additional information about the Company from documents
filed with the SEC by following the instructions in the section
entitled “Where You Can Find More
Information.”
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12
FORWARD-LOOKING STATEMENTS
We
believe that 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:
●
discuss
future expectations;
●
contain
projections of future results of operations or financial condition;
or
●
state
other “forward-looking” information.
We
believe it is important to communicate our expectations to our
stockholders. 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
provide 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 a business combination following the distribution of
funds from the trust account. 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 these forward-looking statements to reflect
events or circumstances after the date of this proxy statement or
to reflect the occurrence of unanticipated events.
13
BACKGROUND
The Company
We are
a Delaware company incorporated on September 18, 2017 for the
purpose of entering into a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or
other similar business combination with one or more businesses or
entities.
In
November 2017, we consummated our IPO of 6,900,000 units, including
900,000 units that were subject to the underwriters’
over-allotment option, with each unit consisting of one share of
common stock, one right entitling the holder to receive one-tenth
(1/10) of one share of common stock upon the consummation of an
initial business combination and one-half of one redeemable
warrant, with each whole warrant to purchase one share of common
stock. The units were sold at an offering price of $10.00 per unit,
generating gross proceeds of $69,000,000.
Prior
to our IPO, we issued an aggregate of 1,725,000 insider shares for
an aggregate purchase price of $25,000.
Simultaneous with
the consummation of the IPO, we consummated the private placement
of an aggregate of 272,500 private placement units at a price of
$10.00 per private placement unit, generating total proceeds of
$2,725,000.
The
prospectus for our IPO and our charter originally provided that we
had only until May 22, 2019 to complete a business combination
(after giving effect to the two three-month extensions previously
obtained pursuant to the charter). We were not able to consummate
an initial business combination by such date and on each of
May 21, 2019, August 21, 2019, November 21, 2019,
March 23, 2020, July 23, 2020 and December 18, 2020,
our stockholders approved an amendment to the charter extending the
amount of time that we would have to consummate the initial
business combination. Our charter, as amended, currently provides
that we will have until April 23, 2021 to complete a business
combination. In connection with these amendments, we offered public
stockholders the right to have their public shares converted into a
pro rata portion of the trust account and holders of public shares
representing approximately $63 million originally held in the
trust account exercised such conversion rights. Accordingly, as of
the record date for this special meeting, we have approximately
$6.0 million of cash in the trust account, plus accrued
interest.
The
mailing address of the Company’s principal executive office
is 2645 N. Federal Highway, Suite 230, Delray Beach, Florida 33483,
and its telephone number is (310) 734-2300.
14
THE EXTENSION AMENDMENT PROPOSAL
The Extension Amendment Proposal
The
Company is proposing to amend its charter to extend the date by
which the Company has to consummate a business combination to the
Extended Date. The approval of the Extension Amendment Proposal is
essential to the overall implementation of the board of
directors’ plan to allow the Company more time to complete
its initial business combination. Approval of the Extension
Amendment Proposal is a condition to the implementation of the
Extension. A copy of the proposed amendment to the charter of the
Company to effectuate the Extension is attached to this proxy
statement as Annex A.
All
holders of the Company’s public shares, whether they vote for
or against the Extension Amendment Proposal or do not vote at all,
will be permitted to convert all or a portion of their public
shares into their pro rata portion of the trust account, provided
that the Extension is implemented. Holders of public shares do not
need to be a holder of record on the record date in order to
exercise conversion rights.
The
per-share pro rata portion of the trust account on the record date
(which is expected to be the same approximate amount two business
days prior to the meeting) was approximately $[●]. The
closing price of the Company’s common stock on the record
date was $[●]. Accordingly, if the market price were to
remain the same until the date of the meeting, exercising
conversion rights would result in a public stockholder receiving
approximately $[●] [more][less] than if such stockholder sold
the shares in the open market. However, the actual market price on
the redemption date may be higher or lower than the per share pro
rata portion of the trust account on such date. Accordingly, the
Company cannot assure stockholders that they will be able to sell
their shares of Company common stock in the open market, even if
the market price per share is higher than the conversion price
stated above, as there may not be sufficient liquidity in its
securities when such stockholders wish to sell their
shares.
Reasons for the Extension Amendment Proposal
The
Company has entered into the Merger Agreement with NeuroRx. The
Company’s charter currently provides that the Company will
only have until April 23, 2021 to complete its initial business
combination. The Company’s board of directors has determined
that it may not be able to complete the initial business
combination with NeuroRx by April 23, 2021. Accordingly, the board
has determined that it is in the best interests of our stockholders
to extend the date that the Company has to consummate an initial
business combination to the Extended Date. Notwithstanding
shareholder approval of the Extension, the Company intends to
consummate its proposed business combination with NeuroRx as soon
as practicable.
If the Extension Amendment Proposal is not Approved
If the
Extension Amendment Proposal is not approved by April 23, 2021
(whether at the special meeting or an adjourned meeting upon
approval of the Adjournment Proposal), the Extension will not be
implemented and, in accordance with our charter, 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 100% of the outstanding public shares, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including any interest but
net of taxes payable, 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 the case of (ii) and (iii) above) to our obligations
under Delaware law to provide for claims of creditors and the
requirements of other applicable law.
The
holders of the insider shares, private shares and representative
shares have waived their rights to participate in any liquidation
distribution with respect to such shares. There will be no
distribution from the trust account with respect to the
Company’s rights and warrants which will expire worthless in
the event the Extension Amendment Proposal is not approved. The
Company will pay the costs of liquidation from its remaining assets
outside of the trust account. If such funds are insufficient, A/Z
Property has agreed to advance it the funds necessary to complete
such liquidation (currently anticipated to be no more than
approximately $15,000) and has agreed not to seek repayment of such
expenses.
15
If the Extension Amendment Proposal is Approved
If the
Extension Amendment Proposal is approved, the Company will file an
amendment to the charter with the Secretary of State of the State
of Delaware in the form of Annex A hereto to extend the time it has
to complete a business combination until the Extended Date. The
Company will then continue to attempt to consummate its initial
business combination until the Extended Date. The Company will
remain a reporting company under the Securities Exchange Act of
1934 and its units, common stock, rights and warrants will remain
publicly traded during the extension period. The rights and
warrants will continue in existence in accordance with their
terms.
You
are not being asked to vote on any business combination at this
time. If the Extension is implemented and you do not elect to
convert your public shares now, you will retain the right to vote
on any proposed business combination when and if it is submitted to
stockholders and the right to convert your public shares into a pro
rata portion of the trust account in the event the proposed
business combination is approved and completed or if the Company
has not consummated a business combination by the Extended
Date.
If the
Extension Amendment Proposal is approved, and the Extension is
implemented, the removal of the Withdrawal Amount from the trust
account will reduce the Company’s net asset value. The
Company cannot predict the amount that will remain in the trust
account if the Extension Amendment Proposal is approved, and the
amount remaining in the trust account may be only a small fraction
of the approximately $6.0 million, plus accrued interest, that was
in the trust account as of the record date.
As
previously disclosed, the initial business combination with NeuroRx
is subject to certain closing conditions and may be terminated
prior to closing by the parties in certain circumstances, including
in the event that the initial business combination is not
consummated by May 24, 2021. Even if the Extension Amendment
Proposal is approved, and the Extension is implemented, there can
be no assurance that the Company will be able to consummate the
initial business combination with NeuroRx by May 24,
2021.
Conversion Rights
If the
Extension Amendment Proposal is approved, and the Extension is
implemented, each public stockholder may seek to convert his public
shares for a pro rata portion of the funds available in the trust
account, less any taxes owed on such funds but not yet paid,
calculated as of two business days prior to the meeting. Holders of
public shares do not need to vote on the Extension Amendment
Proposal or be a holder of record on the record date to exercise
conversion rights.
TO DEMAND CONVERSION, YOU MUST EITHER
PHYSICALLY TENDER YOUR STOCK CERTIFICATES TO CONTINENTAL STOCK
TRANSFER & TRUST COMPANY, THE COMPANY’S TRANSFER AGENT,
AT CONTINENTAL STOCK TRANSFER & TRUST COMPANY, 1 STATE STREET,
NEW YORK, NEW YORK 10004, ATTN: MARK ZIMKIND,
MZIMKIND@CONTINENTALSTOCK.COM, NO LATER THAN TWO BUSINESS DAYS
PRIOR TO THE VOTE FOR THE EXTENSION AMENDMENT PROPOSAL OR DELIVER
YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY NO LATER THAN TWO
BUSINESS DAYS PRIOR TO THE VOTE FOR THE EXTENSION AMENDMENT
PROPOSAL USING THE DEPOSITORY TRUST COMPANY’S DWAC
(DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. You will only be
entitled to receive cash in connection with a conversion of these
shares if you continue to own them until the effective date of the
Extension Amendment Proposal and Conversion. The requirement for
physical or electronic delivery at least two business days prior to
the vote at the special meeting ensures that a converting
holder’s election is irrevocable once the Extension Amendment
Proposal is approved and the Extension is implemented. In
furtherance of such irrevocable election, stockholders making the
election will not be able to tender their shares after the date
that is two business days prior to the vote at the special
meeting.
The
electronic delivery process through the DWAC system 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 a nominal amount 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.
Stockholders who request physical stock certificates and wish to
convert may be unable to meet the deadline for tendering their
shares before exercising their conversion rights and thus will be
unable to convert their shares.
16
Certificates that
have not been tendered in accordance with these procedures at least
two business days prior to the vote for the Extension Amendment
Proposal will not be converted into a pro rata portion of the funds
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 that it does not want to convert its shares, the
stockholder may withdraw the tender. If you delivered your shares
for conversion to our transfer agent and decide prior to the vote
at the special meeting not to convert 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 address listed above. In the event that a public
stockholder tenders shares and the Extension Amendment Proposal is
not approved or is abandoned, these shares will be redeemed in
accordance with the terms of the charter promptly following the
meeting, as described elsewhere herein. The Company anticipates
that a public stockholder who tenders shares for conversion in
connection with the vote to approve the Extension Amendment
Proposal would receive payment of the conversion price for such
shares soon after the completion of the Extension Amendment
Proposal. The transfer agent will hold the certificates of public
stockholders that make the election until such shares are converted
for cash or redeemed in connection with our winding
up.
If
properly demanded, the Company will convert each public share for a
pro rata portion of the funds available in the trust account, less
any taxes owed on such funds but not yet paid, calculated as of two
business days prior to the meeting. As of the record date, this
would amount to approximately $[●] per share (which is
expected to be the same approximate amount as of two business days
prior to the meeting). The closing price of the Company’s
common stock on the record date was $[●]. Accordingly, if the
market price were to remain the same until the date of the meeting,
exercising conversion rights would result in a public stockholder
receiving approximately $[●] [more][less] than if such
stockholder sold the shares in the open market. However, the actual
market price on the redemption date may be higher or lower than the
per share pro rata portion of the trust account on such
date.
If you
exercise your conversion 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 conversion by tendering your stock
certificate(s) to the Company’s transfer agent two business
days prior to the vote for the Extension Amendment Proposal. If the
Extension Amendment Proposal is not approved or if it is abandoned,
these shares will be redeemed in accordance with the terms of the
charter promptly following the meeting as described elsewhere
herein.
Board Recommendation
The
board of directors recommends that stockholders vote
“FOR” the approval of the Extension Amendment
Proposal.
17
THE ADJOURNMENT PROPOSAL
The
Company is proposing the Adjournment Proposal to allow the Company
to adjourn the special meeting to a later date or dates to give the
Company more time to effectuate the Extension for whatever reason,
including to provide additional time to seek approval of the
Extension Amendment Proposal. During any such adjournment, the
Company’s officers, directors and initial stockholders may
make purchases of public shares or other arrangements that would
decrease the number of public shares seeking conversion in
connection with the Extension Amendment Proposal.
If the
Adjournment Proposal is presented to the special meeting and is not
approved by the stockholders, the Company may not be able to
adjourn the special meeting to a later date or dates if necessary.
In such event, the Extension may not be effectuated.
Board Recommendation
The
board of directors recommends that stockholders vote
“FOR” the approval of the Adjournment
Proposal.
18
THE SPECIAL MEETING
Date, Time and Place. The special
meeting of the Company’s stockholders will be held at 10:00
a.m., EST on April [●], virtually at https://www.cstproxy.com/bigrockpartners/sm2021.
Voting Power; Record Date. You will be
entitled to vote or direct votes to be cast at the special meeting,
if you owned Company common stock at the close of business on March
[●], 2021, the record date for the special meeting. At the
close of business on the record date, there were 2,688,242
outstanding shares of Company common stock each of which entitles
its holder to cast one vote per proposal. Company rights and
warrants do not carry voting rights.
Proxies; Board Solicitation. Your proxy
is being solicited by the Company’s board of directors on the
proposals being presented to stockholders at the special meeting.
No recommendation is being made as to whether you should elect to
convert your shares. Proxies may be solicited in person or by
telephone. If you grant a proxy, you may still revoke your proxy
and vote your shares virtually by submitting a ballot at the
special meeting.
Required Vote
Extension Amendment Proposal. The
affirmative vote by holders of a majority of the Company’s
issued and outstanding common stock is required to approve the
Extension Amendment Proposal. Abstentions and broker non-votes will
have the same effect as “AGAINST” votes with respect to
the Extension Amendment Proposal. All of the Company’s
directors, executive officers and their affiliates are expected to
vote any common stock owned by them in favor of the Extension
Amendment Proposal.
Adjournment Proposal. Approval of the
Adjournment Proposal will require the affirmative vote of the
holders of a majority of the shares of the Company’s common
stock represented in person (including virtually) or by proxy at
the meeting and entitled to vote thereon. Abstentions will have the
same effect as a vote against the Adjournment Proposal. Brokers are
entitled to vote on the Adjournment Proposal absent voting
instructions from the beneficial holder because the proposal is
considered “routine”. Consequently, there should be no
broker non-votes with respect to the Adjournment
Proposal.
The
holders of the 1,725,000 insider shares, 272,500 private shares and
138,000 representative shares, including those held by the
Company’s sponsor, directors and executive officers together
with BRAC Lending Group and their respective affiliates, and EBC
and its designees, are expected to vote in favor of the Extension
Amendment Proposal and Adjournment Proposal, if presented. On the
record date, these shares represented approximately 76.9% of the
Company’s issued and outstanding common stock.
In
addition, the Company’s directors, executive officers, EBC
and their respective affiliates may choose to buy public shares in
the open market and/or through negotiated private purchases. In the
event that purchases do occur, the purchasers may seek to purchase
shares from stockholders who would otherwise have voted against the
Extension Amendment Proposal and/or elected to convert their shares
into a portion of the trust account. Any public shares purchased by
affiliates will be voted in favor of the Extension Amendment
Proposal.
Interests of the Company’s Directors and
Officers
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. These interests include, among
other things:
●
If the
Extension Amendment Proposal is not approved and we do not
consummate an initial business combination by April 23, 2021, the
225,000 insider shares owned by the sponsor which were acquired for
approximately $0.01 per share will be worthless (as the holders
have waived liquidation rights with respect to such shares), as
will the 272,500 private placement units that were acquired
simultaneously with the IPO by the sponsor for an aggregate
purchase price of $2,725,000. Such common stock and units had an
aggregate market value of approximately $[●] based on the
last sale price of $[●] and $[●] of the common stock
and units, respectively, on Nasdaq on March [●],
2021;
19
●
In
connection with the IPO, A/Z Partners has agreed that if the
Extension Amendment Proposal is not approved and the Company
liquidates, it will be liable under certain circumstances to ensure
that the proceeds in the trust account are not reduced by certain
claims of target businesses or vendors or other entities that are
owed money by the Company for services rendered, contracted for or
products sold to the Company;
●
All
rights specified in the Company’s charter relating to the
right of officers and directors to be indemnified by the Company,
and of the Company’s officers and directors to be exculpated
from monetary liability with respect to prior acts or omissions,
will continue after a business combination. If the Extension
Amendment Proposal is not approved and the Company liquidates, the
Company will not be able to perform its obligations to its officers
and directors under those provisions;
●
The
Company’s officers and directors and their affiliates have
loaned the Company an aggregate of $[●] as of the record
date. If the Extension Amendment Proposal is not approved and a
business combination is not consummated, these loans will not be
repaid;
●
If Big
Rock Partners is unable to complete a business combination within
the required time period, it will pay the costs of any subsequent
liquidation from its remaining assets outside of the trust account.
If such funds are insufficient, A/Z Partners has agreed to pay the
funds necessary to complete such liquidation (currently anticipated
to be no more than approximately $15,000) and has agreed not to
seek repayment for such expenses; and
●
The
Company’s officers, directors and their affiliates are
entitled to reimbursement of out-of-pocket expenses incurred by
them in connection with certain activities on the Company’s
behalf, such as identifying and investigating possible business
targets and business combinations. If the Extension Amendment
Proposal is not approved and a business combination is not
consummated, these out-of-pocket expenses will not be
repaid.
Additionally,
if the Extension Amendment Proposal is approved and the Company
consummates an initial business combination, the officers and
directors may have additional interests that would be described in
the proxy statement for such transaction.
Board Recommendation
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE EXTENSION AMENDMENT PROPOSAL AND
“FOR” THE ADJOURNMENT PROPOSAL, IF PRESENTED. THE BOARD
OF DIRECTORS EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD CONVERT
YOUR PUBLIC SHARES.
20
BENEFICIAL OWNERSHIP OF SECURITIES
The
following table sets forth certain information regarding the
beneficial ownership of the Company’s common stock as of the
record date by:
●
each
person known by us to be the beneficial owner of more than 5% of
our outstanding shares of common stock;
●
each of
our officers, directors and senior advisors; and
●
all our
officers and directors as a group.
As of
the record date, there were a total of 2,688,242 shares of common
stock outstanding. Unless otherwise indicated, all persons named in
the table have sole voting and investment power with respect to all
shares of common stock beneficially owned by them. The following
table does not reflect beneficial ownership of the Company’s
rights or warrants as these rights and warrants are not convertible
or exercisable, respectively, within 60 days of the date of this
proxy statement.
|
Name
and Address of Beneficial Owner (1)
|
Amount
and Nature of Beneficial Ownership
|
Percentage
of Outstanding Shares
|
|
Officers and Directors
|
|
|
|
Richard Ackerman
(2)
|
497,500
|
18.51%
|
|
Bennett
Kim
|
—
|
0%
|
|
Richard
Birdoff
|
—
|
0%
|
|
Michael
Fong
|
—
|
0%
|
|
Stuart Koenig
(3)
|
—
|
0%
|
|
Albert G. Rex
(3)
|
—
|
0%
|
|
Troy T. Taylor
(3)
|
—
|
0%
|
|
|
|
0%
|
|
All Officers and Directors as a Group (7 individuals)
|
497,500
|
18.51%
|
|
|
|
|
|
Five Percent Holders
|
|
|
|
BRAC Lending Group
LLC (4)
|
1,432,000
|
53.27%
|
|
Big Rock Partners
Sponsor, LLC (2)
|
497,500
|
18.51%
|
|
EarlyBirdCapital,
Inc. (5)
|
138,000
|
5.13%
|
(1)
Unless otherwise
noted, the address of each beneficial owner is c/o Big Rock
Partners Acquisition Corp, 2645 N. Federal Highway, Suite 230,
Delray Beach, FL 33483.
(2)
Richard Ackerman is
the President, Chairman and Chief Executive Officer of Big Rock
Partners Acquisition Corp. and the managing member of Big Rock
Partners Sponsor, LLC and has the sole voting and dispositive power
of the securities held by the Sponsor. Accordingly.
Mr. Ackerman may be deemed to have beneficial ownership of
such shares.
(3)
Does not include
shares held by Big Rock Partners Sponsor, LLC. This individual is a
member of Big Rock Partners Sponsor, LLC.
(4)
Information was
obtained from a Schedule 13D filed on November 26, 2018 with
the SEC. Each of David M. Nussbaum and Steven Levine is a managing
member of BRAC Lending Group LLC.
(5)
The business
address of EarlyBirdCapital, Inc. is One Huntington Quadrangle,
Suite 4C18, Melville, NY 11747. Each of David M. Nussbaum and
Steven Levine control the voting and investment power over the
securities held by EarlyBirdCapital, Inc. EarlyBirdCapital, Inc.
was the representative of the underwriters of BRPA’s initial
public offering.
21
All of
the insider shares are being held in escrow with Continental Stock
Transfer & Trust Company, as escrow agent, until (1) with
respect to 50% of the insider shares, the earlier of one year after
the date of the consummation of our initial business combination
and the date on which the closing price of our shares of common
stock equals or exceeds $12.50 per share (as adjusted for share
splits, share dividends, reorganizations and recapitalizations) for
any 20 trading days within any 30-trading day period commencing
after our initial business combination and (2) with respect to the
remaining 50% of the insider shares, one year after the date of the
consummation of our initial business combination, or earlier, in
either case, if, subsequent to our initial business combination, we
consummate a liquidation, merger, share exchange or other similar
transaction which results in all of our stockholders having the
right to exchange their shares for cash, securities or other
property. In connection with the proposed business combination with
NeuroRx, the existing escrow agreement will be amended. Such
amendment is described in detail in the Registration Statement on
Form S-4, and the preliminary proxy statement/prospectus/consent
solicitation statement included therein, filed by the Company with
the SEC on January 27, 2021.
During
the escrow period, as currently existing, the owners of the shares
held in escrow will not be able to sell or transfer such shares
except for transfers, assignments or sales (i) to our officers,
directors, employees, consultants or their affiliates, (ii) to an
entity’s officers, directors, employees or members, (iii) to
relatives and trusts for estate planning purposes, (iv) by virtue
of the laws of descent and distribution upon death, (v) pursuant to
a qualified domestic relations order, (vi) to us for no value for
cancellation in connection with the consummation of our initial
business combination, or (vii) by private sales made at or prior to
the consummation of a business combination at prices no greater
than the price at which the shares were originally purchased, in
each case (except for clause (vi) or with our prior consent) where
the transferee agrees to the terms of the escrow agreement and to
be bound by these transfer restrictions and other agreements of our
initial stockholder as set forth herein, but will retain all other
rights as our stockholders, including, without limitation, the
right to vote their shares of common stock and the right to receive
cash dividends, if declared. If dividends are declared and payable
in shares of common stock, such dividends will also be placed in
escrow. Similar transfer restrictions will apply if the escrow
agreement is amended in connection with the Company’s
proposed initial business combination with NeuroRx.
If we
are unable to effect a business combination and liquidate, there
will be no liquidation distribution with respect to the insider
shares.
22
STOCKHOLDER PROPOSALS
If the
Extension Amendment Proposal is approved and the Extension is
implemented, the Company intends to hold a special meeting of
stockholders for the purpose of approving its initial business
combination and related transactions. Accordingly, the
Company’s next annual meeting of stockholders would be held
at a future date to be determined by the post business-combination
company. The Company expects that it would notify stockholders of
the deadline for submitting a proposal for inclusion in the proxy
statement for its next annual meeting following the completion of
an initial business combination. You should direct any proposals to
the Company’s secretary at the Company’s principal
office. If you are a stockholder and you want to nominate a person
for election to our board of directors or present a matter of
business to be considered, under the Company’s bylaws you
must give timely notice of the nomination or the matter, in
writing, to the Company’s secretary. To be timely, the notice
has to be given between 60 and 90 days before the annual meeting
date.
If the
Extension Amendment Proposal is not approved and the Company
liquidates, there will be no further annual meetings of the
Company.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS
Pursuant to the
rules of the SEC, the Company and its agents that deliver
communications to its stockholders are permitted to deliver to two
or more stockholders sharing the same address a single copy of the
Company’s proxy statement. Upon written or oral request, the
Company will deliver a separate copy of the proxy statement to any
stockholder at a shared address who wishes to receive separate
copies of such documents in the future. Stockholders receiving
multiple copies of such documents may likewise request that the
Company deliver single copies of such documents in the future.
Stockholders may notify the Company of their requests by calling or
writing the Company at the Company’s principal executive
offices at 2645 N. Federal Highway, Suite 230, Delray Beach,
Florida 33483.
WHERE YOU CAN FIND MORE INFORMATION
The
Company files reports, proxy statements and other information
electronically with the SEC as required by the Exchange Act. You
may access information on the Company at the SEC website containing
reports, proxy statements and other information at http://www.sec.gov. This proxy
statement describes the material elements of exhibits and other
information attached as annexes to this proxy statement.
Information and statements contained in this proxy statement are
qualified in all respects by reference to the copy of the relevant
document included as an annex to this proxy statement. You may
obtain additional information, or additional copies of this proxy
statement, at no cost, by contacting us at the following address or
telephone number:
Big
Rock Partners Acquisition Corp.
2645 N.
Federal Highway, Suite 230
Delray
Beach, Florida 33483
Tel:
(310) 734-2300
In
order to receive timely delivery of the documents in advance of the
special meeting, you must make your request for information no
later than March [●], 2021.
23
ANNEX A
PROPOSED SEVENTH AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BIG ROCK PARTNERS ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
The
undersigned, being a duly authorized officer of BIG ROCK PARTNERS
ACQUISITION CORP. (the “Corporation”), a corporation
existing under the laws of the State of Delaware, does hereby
certify as follows:
1.
The name of the Corporation is Big Rock Partners Acquisition
Corp.
2.
The Corporation’s Certificate of Incorporation was
filed in the office of the Secretary of State of the State of
Delaware on September 18, 2017. An Amended and Restated Certificate
of Incorporation was filed in the office of the Secretary of State
of the State of Delaware on November 20 ,2017. A first amendment to
the Amended and Restated Certificate of Incorporation was filed in
the office of the Secretary of State of the State of Delaware on
May 21, 2019, a second amendment was filed in the office of the
Secretary of State of the State of Delaware on August 21, 2019, a
third amendment was filed in the office of the Secretary of State
of the State of Delaware on November 21, 2019, a fourth amendment
was filed in the office of the Secretary of State of the State of
Delaware on March 23, 2020, a fifth amendment was filed in the
office of the Secretary of State of the State of Delaware on July
23, 2020, and a sixth amendment was filed in the office of the
Secretary of State of the State of Delaware on December 18,
2020.
3.
This Seventh Amendment to the Amended and Restated Certificate of
Incorporation further amends the Amended and Restated Certificate
of Incorporation of the Corporation.
4.
This Seventh Amendment to the Amended and Restated Certificate of
Incorporation was duly adopted by the affirmative vote of the
holders of a majority of the stock entitled to vote at a meeting of
stockholders in accordance with ARTICLE SIXTH of the Amended and
Restated Certificate of Incorporation and the provisions of
Sections 242 the General Corporation Law of the State of Delaware
(the “DGCL”).
5. The
text of Section 9.6 of the Amended and Restated Certificate of
Incorporation is hereby amended and restated to read in full as
follows:
Section
9.6. Termination. In the event that the Corporation has not
consummated a Business Combination by _________ __, 2021 (the
“Termination Date”), the Corporation shall (i) cease
all operations except for the purposes of winding up, (ii) as
promptly as reasonably possible but not more than ten (10) business
days thereafter, redeem 100% of the Offering Shares for cash for a
redemption price per share equal to the amount then held in the
Trust Account, including the interest earned thereon, less any
franchise or income taxes payable, divided by the total number of
Offering Shares then outstanding (which redemption will completely
extinguish such holders’ 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 approval of the
Corporation’s then stockholders and subject to the
requirements of the DGCL, including the adoption of a resolution by
the Board pursuant to Section 275(a) of the DGCL finding the
dissolution of the Corporation advisable and the provision of such
notices as are required by said Section 275(a) of the DGCL,
dissolve and liquidate the balance of the Corporation’s net
assets to its remaining stockholders, as part of the
Corporation’s plan of dissolution and liquidation, subject
(in the case of clauses (ii) and (iii) above) to the
Corporation’s obligations under the DGCL to provide for
claims of creditors and other requirements of applicable
law.
IN
WITNESS WHEREOF, I have signed this Amendment to the Amended and
Restated Certificate of Incorporation this [●] of April,
2021.
Name:
______________________
Title:
_______________________
A-1
PRELIMINARY PROXY
Big Rock Partners Acquisition Corp.
2645 N.
Federal Highway, Suite 230
Delray
Beach, Florida 33483
SPECIAL MEETING OF STOCKHOLDERS
APRIL [●], 2021
YOUR VOTE IS IMPORTANT
FOLD AND DETACH HERE
BIG ROCK PARTNERS ACQUISITION CORP.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
APRIL [●], 2021
The
undersigned, revoking any previous proxies relating to these
shares, hereby acknowledges receipt of the Notice and Proxy
Statement, dated March [●], 2021, in connection with the
special meeting to be held at 10:00 a.m. EST on April [●],
2021 virtually, at
https://www.cstproxy.com/bigrockpartners/sm2021, and hereby
appoints Richard Ackerman and Bennett Kim, and each of them (with
full power to act alone), the attorneys and proxies of the
undersigned, with power of substitution to each, to vote all shares
of the common stock, of Big Rock Partners Acquisition Corp. (the
“Company”) registered in the name provided, which the
undersigned is entitled to vote at the Special meeting of
Stockholders, and at any adjournments thereof, with all the powers
the undersigned would have if personally present. Without limiting
the general authorization hereby given, said proxies are, and each
of them is, instructed to vote or act as follows on the proposals
set forth in this Proxy Statement.
THIS
PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR”
THE EXTENSION AMENDMENT PROPOSAL (PROPOSAL 1) AND “FOR”
THE ADJOURNMENT PROPOSAL (PROPOSAL 2).
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1
AND 2.
Important Notice Regarding the Availability of Proxy Materials for
the Special Meeting of Stockholders to be held on April [●],
2021: This notice of meeting and the accompany proxy
statement are available at https://www.cstproxy.com/bigrockpartners/sm2021.
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
Proposal 1 –Extension of Corporate Life
Amend
the Company’s amended and restated certificate of
incorporation to extend the date that the Company has to consummate
a business combination to _________ __, 2021.
|
☐
|
☐
|
☐
|
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
Proposal 2 –Adjournment
Approve
the adjournment of the special meeting to a later date or dates, if
the Company determines that additional time is necessary to
effectuate the Extension.
|
☐
|
☐
|
☐
|
|
Dated:
|
_________________________
2021
|
______________________________________________
Stockholder’s
Signature
______________________________________________
Stockholder’s
Signature
Signature
should agree with name printed hereon. If stock is held in the name
of more than one person, EACH joint owner should sign. Executors,
administrators, trustees, guardians, and attorneys should indicate
the capacity in which they sign. Attorneys should submit powers of
attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO
CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR”
THE EXTENSION AMENDMENT PROPOSAL (PROPOSAL 1), “FOR”
THE ADJOURNMENT PROPOSAL (PROPOSAL 2), AND WILL GRANT DISCRETIONARY
AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL
REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
A-2