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| CIK | 1615892 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Axar Acquisition Corp. Warrants
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| October 13, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36669 AXAR ACQUISITION CORP. (Exact name of registrant as specified in |
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| September 25, 2017 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 8-K 1 v4757648k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2017 AXAR ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-36669 47-1434549 (State or other jurisdictio |
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| September 19, 2017 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2017 AXAR ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-36669 47-1434549 (State or other jurisdiction of incorporation) (Commissi |
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| September 19, 2017 |
Axar Acquisition Corp. Announces Redemption of Public Shares and Subsequent Dissolution Exhibit 99.1 Axar Acquisition Corp. Announces Redemption of Public Shares and Subsequent Dissolution NEW YORK, NEW YORK, September 19, 2017 ? Axar Acquisition Corp. (the ?Company?) (NASDAQ: AXARU; AXAR; AXARW) today announced that it will redeem all of its outstanding shares of common stock that were included in the units issued in its initial public offering (the ?public shares?), effective as of |
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| August 8, 2017 |
AXAR / Axar Acquisition Corp. FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36669 Axar Acquisition Corp. |
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| May 8, 2017 |
Axar Acquisition FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36669 Axar Acquisition Corp. |
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| March 14, 2017 |
Axar Acquisition FORM 10-K (Annual Report) 10-K 1 v46145210k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file |
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| February 14, 2017 |
SC 13G/A 1 p17-0494sc13ga.htm AXAR ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Axar Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 05455L102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Ch |
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| February 8, 2017 |
SC 13G/A 1 sch13gaxar.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1 )* Axar Acquisition Corp. (fka AR Capital Acquisition Corp.) (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 05455L102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statem |
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| January 31, 2017 |
AXAR / Axar Acquisition Corp. / AXAR CAPITAL MANAGEMENT L.P. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AXAR ACQUISITION CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 05455L106 (CUSIP Number) Ricardo Mosquera 1330 Avenue of the Americas, Sixth Floor New York, NY 10019 (212) 356-6137 (Name, Address and Telep |
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| December 14, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2016 AXAR ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-36669 47-1434549 (State or other jurisdiction of incorporation) (Commissio |
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| December 14, 2016 |
EX-3.1 2 v454987ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AXAR ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of AXAR ACQUISITION CORP. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as fol |
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| December 1, 2016 |
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 Filed by the Registrant x Filed by a Party other than the Registrant o o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additiona |
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| November 15, 2016 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2016 AXAR ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-36669 47-1434549 (State or other jurisdiction of incorporation) (Commissio |
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| November 15, 2016 |
Exhibit 16.1 November 15, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Axar Acquisition Corp. (formerly, AR Capital Acquisition Corp.) (the Company) and, under the date of February 19, 2016, we reported on the financial statements of the Company as of December 31, 2015 and 2014 and for the year |
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| November 15, 2016 |
PRE 14A 1 v452745pre14a.htm PRE 14A 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 Filed by the Registrant x Filed by a Party other than the Registrant ¨ x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pr |
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| November 9, 2016 |
Axar Acquisition FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36669 Axar Acquisition Corp. |
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| October 17, 2016 |
AXAR / Axar Acquisition Corp. / AXAR CAPITAL MANAGEMENT L.P. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* AXAR ACQUISITION CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 05455L106 (CUSIP Number) Ricardo Mosquera 1330 Avenue of the Americas, Sixth Floor New York, NY 10019 (212) 356-6137 (Name, Address and Teleph |
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| October 13, 2016 |
AR Capital Acquisition Corp. Announces Approval of all Proposals Submitted at Special Meeting EX-99.1 11 v450517ex99-1.htm PRESS RELEASE. Exhibit 99.1 FOR IMMEDIATE RELEASE AR Capital Acquisition Corp. Announces Approval of all Proposals Submitted at Special Meeting · Time to complete business combination extended · Company now named “Axar Acquisition Corp.” · Board of Directors declares warrant dividend on common stock NEW YORK, NEW YORK, October 7, 2016 – AR Capital Acquisition Corp. (NA |
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| October 13, 2016 |
Exhibit 24.1 POWER OF ATTORNEY The undersigned constitutes and appoints Joel Rubinstein, Elliott Smith, Daniel Nussen and Lola Olawole-Anjorin, or any of them acting singly, as the undersigned?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned?s name, place and stead, to: 1. prepare, sign, and submit to the |
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| October 13, 2016 |
8-K 1 v4505178k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2016 AXAR ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-36669 47-1434549 (State or other jurisdiction of inc |
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| October 13, 2016 |
Exhibit 10.1 October 7, 2016 AR Capital Acquisition Corp. 405 Park Avenue, 14th Floor New York, New York 10022 Re: Agreement of New Sponsor Ladies and Gentlemen: In connection with the consummation of the transactions contemplated by that certain Agreement, dated September 16, 2016, by and among the undersigned, AR Capital Acquisition Corp. (the “Company”) and AR Capital, LLC (“ARC LLC”), as amend |
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| October 13, 2016 |
Exhibit 10.6 October 7, 2016 AR Capital Acquisition Corp. 405 Park Avenue, 14th Floor New York, New York 10022 Facsimile: (212) 421-4799 Re: Dividend Waiver Letter Ladies and Gentlemen: In connection with the consummation of the transactions contemplated by that certain Agreement dated as of September 16, 2016 (as amended, the ?Agreement?, capitalized terms used but not otherwise defined herein sh |
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| October 13, 2016 |
JOINDER TO REGISTRATION RIGHTS AGREEMENT Exhibit 10.7 JOINDER TO REGISTRATION RIGHTS AGREEMENT This JOINDER (this ?Joinder?) is made this 7th day of October, 2016 by Axar Master Fund Ltd., a Cayman Islands exempted company (the ?Joining Party?), pursuant to that certain Registration Rights Agreement (the ?Agreement?) dated as of October 1, 2014, by and among AR Capital Acquisition Corp., a Delaware corporation (the ?Company?), AR Capital |
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| October 13, 2016 |
AMENDMENT NO. 1 TO WARRANT AGREEMENT Exhibit 10.4 Execution Version AMENDMENT NO. 1 TO WARRANT AGREEMENT THIS AMENDMENT NO. 1 TO THE WARRANT AGREEMENT (this ?Amendment?) is made as of October 7, 2016, by and between AR Capital Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?). Capitalized terms used herein and not o |
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| October 13, 2016 |
EX-10.5 7 v450517ex10-5.htm AMENDMENT TO THE COMPENSATION REIMBURSEMENT AGREEMENT. Exhibit 10.5 TERMINATION Reference is made to that certain Compensation Reimbursement Agreement dated as of October 1, 2014 (the “Agreement”), by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”) and AR Capital, LLC, a Delaware limited liability company (“AR Capital” and together with |
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| October 13, 2016 |
Exhibit 10.8 October 7, 2016 Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 Attn: Steven G. Nelson and Frank Di Paolo Fax No.: (212) 509-5150 Re: Transfer of Common Stock of AR Capital Acquisition Corp. Gentleman: Pursuant to that certain Securities Escrow Agreement (the ?Escrow Agreement?) dated as of October 1, 2014, by and among AR Capital Acquisition Corp. |
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| October 13, 2016 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AR CAPITAL ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of AR CAPITAL 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 Corporat |
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| October 13, 2016 |
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.3 Execution Version AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment?) is made as of October 7, 2016, by and between Axar Acquisition Corp. (formerly AR Capital Acquisition Corp.), a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ? |
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| October 13, 2016 |
Exhibit 10.2 October 7, 2016 AR Capital Acquisition Corp. 405 Park Avenue, 14th Floor New York, New York 10022 AR Capital, LLC 405 Park Avenue, 14th Floor New York, New York 10022 Re: Termination Letter Gentlemen: Reference is made to that certain letter agreement dated as of October 1, 2014 (the ?Insider Letter Agreement?), by and among AR Capital Acquisition Corp., a Delaware corporation (the ?C |
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| September 27, 2016 |
AR CAPITAL ACQUISITION CORP. INVESTOR PRESENTATION September 27, 2016 Exhibit 99.1 AR CAPITAL ACQUISITION CORP. INVESTOR PRESENTATION September 27, 2016 1 Page 1 DISCLAIMER The information in this presentation (this ?Presentation?) is being provided by AR Capital Acquisition Corp . (?AUMA?) to you (?Recipient?, ?you? or ?your?) in connection with AUMA?s special meeting of stockholders and special meeting of warrant holders relating to the proposed acquisition of all |
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| September 27, 2016 |
Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT, is dated as of September 27, 2016 (this ?Amendment?), by and among Axar Master Fund Ltd., a Cayman Islands exempted company, AR Capital, LLC, a Delaware limited liability company, and AR Capital Acquisition Corp., a Delaware corporation (collectively the ?Parties?). RECITALS WHEREAS, Parties entered into that certain Agree |
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| September 27, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x 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 |
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| September 27, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 27, 2016 AR Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-36669 47-1434549 (State or other jurisdiction of incorporation) (Commis |
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| September 26, 2016 |
AR Capital Acquisition DEF 14A 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 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| September 26, 2016 |
AR Capital Acquisition PRER14A PRER14A 1 v448923prer14a.htm PRER14A 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 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule |
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| September 26, 2016 |
CORRESP 1 filename1.htm 200 Park Avenue New York, NY 10166 T +1 212 294 6700 F +1 212 294 4700 Joel L. Rubinstein Partner 212 294-5336 [email protected] September 26, 2016 VIA EDGAR AND HAND DELIVERY Laura Nicholson Special Counsel Office of Transportation and Leisure U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AR Capi |
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| September 26, 2016 |
AR Capital Acquisition Corp. 405 Park Avenue ? 14th Floor New York, New York 10022 September 26, 2016 VIA EDGAR Laura Nicholson Special Counsel Office of Transportation and Leisure U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AR Capital Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed September 26, 2016 Fil |
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| September 19, 2016 |
Exhibit 10.1 AR Capital Acquisition Corp. September 16, 2016 Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Reference is made to the Underwriting Agreement (the ?Underwriting Agreement?), dated October 1, 2014, entered into by Citigroup Global Markets Inc., as represe |
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| September 19, 2016 |
EX-2.1 2 v449028ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT This agreement (this “Agreement”) is dated as of September 16, 2016, by and among Axar Master Fund Ltd., a Cayman Islands exempted company (the “Purchaser”), AR Capital, LLC, a Delaware limited liability company (“AR Capital” or the “Seller”), and AR Capital Acquisition Corp., a Delaware corporation (the “Company” and together with AR Cap |
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| September 19, 2016 |
AR CAPITAL ACQUISITION CORP. INVESTOR PRESENTATION September 19, 2016 EX-99.1 4 v449028ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AR CAPITAL ACQUISITION CORP. INVESTOR PRESENTATION September 19, 2016 1 Page 1 DISCLAIMER The information in this presentation (this “Presentation”) is being provided by AR Capital Acquisition Corp . (“AUMA”) to you (“Recipient”, “you” or “your”) in connection with AUMA’s special meeting of stockholders and special meeting of warrant holders re |
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| September 19, 2016 |
8-K 1 v4490288k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 16, 2016 AR Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-36669 47-1434549 (State or other jurisdict |
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| September 19, 2016 |
Exhibit 10.1 AR Capital Acquisition Corp. September 16, 2016 Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Reference is made to the Underwriting Agreement (the ?Underwriting Agreement?), dated October 1, 2014, entered into by Citigroup Global Markets Inc., as represe |
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| September 19, 2016 |
AR Capital Acquisition FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 16, 2016 AR Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-36669 47-1434549 (State or other jurisdiction of incorporation) (Commis |
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| September 19, 2016 |
AR CAPITAL ACQUISITION CORP. INVESTOR PRESENTATION September 19, 2016 Exhibit 99.1 AR CAPITAL ACQUISITION CORP. INVESTOR PRESENTATION September 19, 2016 1 Page 1 DISCLAIMER The information in this presentation (this ?Presentation?) is being provided by AR Capital Acquisition Corp . (?AUMA?) to you (?Recipient?, ?you? or ?your?) in connection with AUMA?s special meeting of stockholders and special meeting of warrant holders relating to the proposed acquisition of all |
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| September 19, 2016 |
EX-2.1 2 v449028ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT This agreement (this “Agreement”) is dated as of September 16, 2016, by and among Axar Master Fund Ltd., a Cayman Islands exempted company (the “Purchaser”), AR Capital, LLC, a Delaware limited liability company (“AR Capital” or the “Seller”), and AR Capital Acquisition Corp., a Delaware corporation (the “Company” and together with AR Cap |
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| September 15, 2016 |
AR Capital Acquisition PRELIMINARY PROXY STATEMENT 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 Filed 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 State |
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| August 3, 2016 |
AR Capital Acquisition 10-Q (Quarterly Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36669 AR Capital Acquisition Corp. |
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| May 3, 2016 |
AR Capital Acquisition 10-Q (Quarterly Report) 10-Q 1 arcapacq-q12016x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36669 AR Capita |
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| February 19, 2016 |
CODE OF ETHICS AR CAPITAL ACQUISITION CORP. EX-14 2 exhibit14-codeofethics.htm EXHIBIT 14 Exhibit 14 CODE OF ETHICS OF AR CAPITAL ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of AR Capital Acquisition Corp. has adopted this code of ethics (this “Code”), which is applicable to all directors, officers and employees (each a “person,” as used herein) of the Company (as defined below), to: • promote honest and ethical c |
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| February 19, 2016 |
AR CAPITAL ACQUISITION CORP. AUDIT COMMITTEE CHARTER EX-99.1 6 exhibit991-auditcommitteec.htm EXHIBIT 99.1 Exhibit 99.1 AR CAPITAL ACQUISITION CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of AR Capital Acquisition Corp. (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: • Performing the Board’s oversight responsibilit |
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| February 19, 2016 |
AR CAPITAL ACQUISITION CORP. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Exhibit 99.2 AR CAPITAL ACQUISITION CORP. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of AR Capital Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive comp |
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| February 19, 2016 |
AXAR / Axar Acquisition Corp. 10-K - Annual Report - 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36669 AR CAPITAL ACQ |
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| February 16, 2016 |
AXAR / Axar Acquisition Corp. / ARROWGRASS CAPITAL PARTNERS (US) LP Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) AR Capital Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00191R208 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 16, 2016 |
AXAR / Axar Acquisition Corp. / Polar Asset Management Partners Inc. - SC 13G Passive Investment Polar Asset Management Partners Inc.: Form SC 13G - AR Capital - Filed by newsfilecorp.com SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AR Capital Acquisition Corp. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 00191R208 (CUSIP Number) December 31, 2015 (Date of Event Which Requir |
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| December 16, 2015 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 14, 2015 AR Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-36669 47-1434549 (State or other jurisdiction of incorporation) (Commiss |
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| December 4, 2015 |
AXAR / Axar Acquisition Corp. / Luxor Capital Group, LP - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1) AR Capital Acquisition Corp. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 00191R208 (CUSIP Number) December 2, 2015 (Date of Even |
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| November 9, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q 10-Q 1 arcapacq-q32015x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36669 AR Ca |
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| November 2, 2015 |
DEF 14A 1 v423188def14a.htm DEF 14A 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 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| August 3, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q 10-Q 1 arcapacq-q22015x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36669 AR Capital |
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| May 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36669 AR Capital Acquisition Corp. |
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| February 23, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36669 AR CAPITAL ACQ |
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| February 17, 2015 |
AXAR / Axar Acquisition Corp. / FIR TREE INC. - AR CAPITAL ACQUISITION CORP. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* AR Capital Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00191R109 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule purs |
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| February 4, 2015 |
SC 13G 1 p15-0204sc13ga.htm AR CAPITAL ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) AR Capital Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00191R208 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statem |
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| November 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36669 AR Capital Acquisition Corp. |
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| October 28, 2014 |
AXAR / Axar Acquisition Corp. / Luxor Capital Group, LP Passive Investment SC 13G 1 arcapital13g-102814.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) AR Capital Acquisition Corp. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 00191R208 (CUSIP Number) October 2, 2014 |
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| October 27, 2014 |
Financial Statements and Exhibits, Other Events 8-K 1 v3922338-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 27, 2014 (October 27, 2014) AR Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-36669 47-1434549 (State or ot |
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| October 27, 2014 |
EX-99.1 2 v392233ex99-1.htm PRESS RELEASE DATED OCTOBER 27, 2014 Exhibit 99.1 FOR IMMEDIATE RELEASE AR Capital Acquisition Corp. Announces the Separate Trading of Its Common Stock and Warrants Commencing October 29, 2014 NEW YORK, October 27, 2014 – AR Capital Acquisition Corp. (NASDAQ: AUMAU) (the “Company”) announced that, commencing October 29, 2014, holders of the units sold in the Company’s i |
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| October 17, 2014 |
AXAR / Axar Acquisition Corp. / AR Capital, LLC Activist Investment SC 13D 1 arcapsc13d.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* AR Capital Acquisition Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 00191R 109 (CUSIP Number) Joel L. Rubinstein, Esq. McDermott Will & Emery LLP 340 Madison Ave. New York, New York 10173-1922 (212) 547-5400 (Name, Address a |
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| October 14, 2014 |
EX-99.1 2 v391137ex99-1.htm AUDITED BALANCE SHEET Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Audited Financial Statement of AR Capital Acquisition Corp. (a corporation in the development stage): Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 7, 2014 F-3 Notes to Balance Sheet F-4 Report of Independent Registered Public Accounting Firm The Board of Directors |
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| October 14, 2014 |
Financial Statements and Exhibits, Other Events 8-K 1 v3911378k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 14, 2014 (October 7, 2014) AR Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-36669 47-1434549 (State or |
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| October 7, 2014 |
EX-10.1(C) 7 v390856ex10-1c.htm LETTER AGREEMENT WITH P. SUE PERROTTY Exhibit 10.1(c) October 1, 2014 AR Capital Acquisition Corp. 405 Park Avenue - 2nd Floor New York, NY 10022 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between AR Capital Acq |
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| October 7, 2014 |
AR CAPITAL ACQUISITION CORP. 405 Park Avenue – 2nd Floor New York, NY 10022 October 1, 2014 EX-10.6 13 v390856ex10-6.htm COMPENSATION REIMBURSEMENT AGREEMENT Exhibit 10.6 AR CAPITAL ACQUISITION CORP. 405 Park Avenue – 2nd Floor New York, NY 10022 October 1, 2014 AR Capital, LLC 405 Park Avenue New York, New York 10022 Re: Agreement Regarding Compensation Reimbursement Gentlemen: This letter agreement by and between AR Capital Acquisition Corp. (the “Company”) and AR Capital, LLC, dated a |
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| October 7, 2014 |
EX-4.1 3 v390856ex4-1.htm REGISTRATION RIGHTS AGREEMENT Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2014, is made and entered into by and among AR Capital Acquisition Corp., a Delaware corporation (the “Company”), AR Capital, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed unde |
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| October 7, 2014 |
EX-10.1(D) 8 v390856ex10-1d.htm LETTER AGREEMENT WITH DR. ROBERT J. FROEHLICH Exhibit 10.1(d) October 1, 2014 AR Capital Acquisition Corp. 405 Park Avenue - 2nd Floor New York, NY 10022 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between AR Cap |
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| October 7, 2014 |
SECURITIES ASSIGNMENT AGREEMENT EX-10.5 12 v390856ex10-5.htm SECURITIES ASSIGNMENT AGREEMENT Exhibit 10.5 SECURITIES ASSIGNMENT AGREEMENT This Securities Assignment Agreement is dated as of October 1, 2014 (this “Assignment”), by and among AR Capital, LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”). WHEREAS, on the t |
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| October 7, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 7, 2014 (October 1, 2014) AR Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-36669 47-1434549 (State or other jurisdiction of incorpo |
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| October 7, 2014 |
INVESTMENT MANAGEMENT TRUST AGREEMENT EX-10.2 9 v390856ex10-2.htm INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 1, 2014 by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, |
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| October 7, 2014 |
AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT EX-10.7 14 v390856ex10-7.htm PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT Exhibit 10.7 AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 1, 2014 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), between AR Capital Acquisition Corp., a |
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| October 7, 2014 |
Exhibit 10.3 A Division of Realty Capital Securities, LLC, Member FINRA 405 Park Avenue, 12th Floor, New York, NY 10022 T: (212) 415-6500 PERSONAL AND CONFIDENTIAL October 1, 2014 AR Capital Acquisition Corporation 405 Park Avenue New York, NY 10022 Ladies and Gentlemen: We are pleased to confirm the arrangements under which RCS Capital, the investment banking and capital markets division of Realt |
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| October 7, 2014 |
EX-10.1(A) 5 v390856ex10-1a.htm INSIDER LETTER AGREEMENT Exhibit 10.1(a) October 1, 2014 AR Capital Acquisition Corp. 405 Park Avenue - 2nd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between AR Capital Acqui |
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| October 7, 2014 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AR CAPITAL ACQUISITION CORP. October 1, 2014 EX-3.1 2 v390856ex3-1.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AR CAPITAL ACQUISITION CORP. October 1, 2014 AR Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “AR Capital Acquisit |
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| October 7, 2014 |
EX-10.1(B) 6 v390856ex10-1b.htm LETTER AGREEMENT WITH DAVID GONG Exhibit 10.1(b) October 1, 2014 AR Capital Acquisition Corp. 405 Park Avenue - 2nd Floor New York, NY 10022 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between AR Capital Acquisit |
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| October 7, 2014 |
Exhibit 10.4 SECURITIES ESCROW AGREEMENT SECURITIES ESCROW AGREEMENT, dated as of October 1, 2014 (the “Agreement”) by and among AR Capital Acquisition Corp., a Delaware corporation (the “Company”), AR Capital, LLC, a Delaware limited liability company (the “Sponsor”), David Gong, P. Sue Perrotty, Dr. Robert J. Froehlich (together with the Sponsor, the “Initial Holders”), and Continental Stock Tra |
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| October 7, 2014 |
EX-4.2 4 v390856ex4-2.htm WARRANT AGREEMENT Exhibit 4.2 WARRANT AGREEMENT AR CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of October 1, 2014 THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 1, 2014, is by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Compa |
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| October 7, 2014 |
AR Capital Acquisition Corp. Completes $240 Million Initial Public Offering of Units Exhibit 99.2 FOR IMMEDIATE RELEASE AR Capital Acquisition Corp. Completes $240 Million Initial Public Offering of Units NEW YORK, October 7, 2014 – AR Capital Acquisition Corp. (the “Company”) announced the closing of its previously-announced initial public offering of 24,000,000 units at an offering price of $10.00 per unit. The Company’s units are listed on the Nasdaq Capital Market under the tr |
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| October 7, 2014 |
AR Capital Acquisition Corp. Announces Pricing of $240 Million Initial Public Offering of Units Exhibit 99.1 FOR IMMEDIATE RELEASE AR Capital Acquisition Corp. Announces Pricing of $240 Million Initial Public Offering of Units NEW YORK, October 1, 2014 – AR Capital Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 24,000,000 units at an initial public offering price of $10.00 per unit. AR Capital Acquisition Corp. was formed for the purpose of ac |
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| October 3, 2014 |
424B4 1 v390556424b4.htm 424B4 Filed pursuant to Rule 424(b)(4) Registration File No. 333-198014 P R O S P E C T U S $240,000,000 AR Capital Acquisition Corp. 24,000,000 Units AR Capital Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination wi |
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| September 30, 2014 |
AXAR / Axar Acquisition Corp. CORRESP - - Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 September 30, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AR Capital Acquisition Corp. Registration Statement on Form S-1, as amended File No. 333-198014 Ladies and Gentlemen: In connection with the proposed offering of the above-captioned securi |
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| September 30, 2014 |
AXAR / Axar Acquisition Corp. 8-A12B - - 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AR Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 47-1434549 (State of incorporation or organization) (I.R.S. Employer Identification No.) 405 Park Aven |
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| September 30, 2014 |
AXAR / Axar Acquisition Corp. CORRESP - - AR CAPITAL ACQUISITION CORP. September 30, 2014 VIA EDGAR AND VIA EMAIL Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Ryan Adams, Staff Attorney Re: AR Capital Acquisition Corp. Form S-1 Registration Statement File No. 333-198014 (the “Registration Statement”) Dear Mr. Adams: AR Capital Acquisition Corp. hereby requests tha |
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| September 29, 2014 |
AXAR / Axar Acquisition Corp. CORRESP - - CORRESP 1 filename1.htm AR CAPITAL ACQUISITION CORP. September 29, 2014 VIA EDGAR AND VIA EMAIL Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Ryan Adams, Staff Attorney Re: AR Capital Acquisition Corp. Form S-1 Registration Statement File No. 333-198014 (the “Registration Statement”) Dear Mr. Adams: AR Capital Acquisition C |
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| September 29, 2014 |
AXAR / Axar Acquisition Corp. CORRESP - - Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 September 29, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AR Capital Acquisition Corp. Registration Statement on Form S-1, as amended File No. 333-198014 Ladies and Gentlemen: In connection with the proposed offering of the above-captioned securi |
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| September 29, 2014 |
AXAR / Axar Acquisition Corp. CORRESP - - Boston Brussels Chicago Düsseldorf Frankfurt Houston London Los Angeles Miami Milan Munich New York Orange County Paris Rome Seoul Silicon Valley Washington, D. |
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| September 24, 2014 |
Exhibit 10.10 A Division of Realty Capital Securities, LLC, Member FINRA 405 Park Avenue, 12th Floor, New York, NY 10022 T: (212) 415-6500 PERSONAL AND CONFIDENTIAL [•], 2014 AR Capital Acquisition Corporation 405 Park Avenue New York, NY 10022 Ladies and Gentlemen: We are pleased to confirm the arrangements under which RCS Capital, the investment banking and capital markets division of Realty Cap |
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| September 24, 2014 |
Exhibit 10.8 SECURITIES ESCROW AGREEMENT SECURITIES ESCROW AGREEMENT, dated as of [], 2014 (the “Agreement”) by and among AR Capital Acquisition Corp., a Delaware corporation (the “Company”), AR Capital, LLC, a Delaware limited liability company (the “Sponsor”), David Gong, P. Sue Perrotty, Dr. Robert J. Froehlich (together with the Sponsor, the “Initial Holders”), and Continental Stock Transfer & |
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| September 24, 2014 |
AR CAPITAL ACQUISITION CORP. 405 Park Avenue – 2nd Floor New York, NY 10022 [_____], 2014 Exhibit 10.11 AR CAPITAL ACQUISITION CORP. 405 Park Avenue – 2nd Floor New York, NY 10022 [], 2014 AR Capital, LLC 405 Park Avenue New York, New York 10022 Re: Agreement Regarding Compensation Reimbursement Gentlemen: This letter agreement by and between AR Capital Acquisition Corp. (the “Company”) and AR Capital, LLC, dated as of the date hereof, will confirm our agreement that, commencing on the |
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| September 24, 2014 |
Exhibit 4.4 WARRANT AGREEMENT AR CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [], 2014 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2014, is by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant |
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| September 24, 2014 |
AXAR / Axar Acquisition Corp. S-1/A - - AMENDMENT NO. 2 TO FORM S-1 As filed with the Securities and Exchange Commission on September 23, 2014 Registration No. |
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| September 24, 2014 |
AR Capital Acquisition Corp. 30,000,000 Units1 Common Stock UNDERWRITING AGREEMENT Exhibit 1.1 AR Capital Acquisition Corp. 30,000,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENT New York, New York [●], 2014 Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: AR Capital Acquisition Corp., a corporation organized under the laws of Delaware (the “C |
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| September 23, 2014 |
AXAR / Axar Acquisition Corp. CORRESP - - Boston Brussels Chicago Düsseldorf Frankfurt Houston London Los Angeles Miami Milan Munich New York Orange County Paris Rome Seoul Silicon Valley Washington, D. |
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| September 9, 2014 |
EX-10.2B 8 v388613ex10-2b.htm FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT AND THE INDEPENDENT DIRECTORS Exhibit 10.2(b) [ ], 2014 AR Capital Acquisition Corp. 405 Park Avenue - 2nd Floor New York, NY 10022 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered in |
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| September 9, 2014 |
EX-14 13 v388613ex14.htm FORM OF CODE OF ETHICS Exhibit 14 FORM OF CODE OF ETHICS OF AR CAPITAL ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of AR Capital Acquisition Corp. has adopted this code of ethics (this “Code”), which is applicable to all directors, officers and employees (each a “person,” as used herein) of the Company (as defined below), to: · promote honest and |
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| September 9, 2014 |
EX-4.1 3 v388613ex4-1.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 CUSIP 00191R 208 AR CAPITAL ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of AR Capital Acquisition C |
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| September 9, 2014 |
AR Capital Acquisition Corp. Consent of Director Nominee EX-99.1 15 v388613ex99-1.htm CONSENT OF DAVID GONG Exhibit 99.1 AR Capital Acquisition Corp. Consent of Director Nominee I hereby consent to being named as a nominee for Director in the Registration Statement of AR Capital Acquisition Corp. /s/ David Gong David Gong |
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| September 9, 2014 |
INVESTMENT MANAGEMENT TRUST AGREEMENT EX-10.3 9 v388613ex10-3.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2014 by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS |
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| September 9, 2014 |
EX-10.4 10 v388613ex10-4.htm FORM OF REGISTRATION RIGHTS AGREEMENT Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2014, is made and entered into by and among AR Capital Acquisition Corp., a Delaware corporation (the “Company”), AR Capital, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed |
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| September 9, 2014 |
AR CAPITAL ACQUISITION CORP. AUDIT COMMITTEE CHARTER Exhibit 99.4 AR CAPITAL ACQUISITION CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of AR Capital Acquisition Corp. (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: · Performing the Board’s oversight responsibilities as they relate to the Company’s accounting policie |
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| September 9, 2014 |
AR CAPITAL ACQUISITION CORP. 405 Park Avenue—2nd Floor New York, New York 10022 September 8, 2014 Exhibit 10.9 AR CAPITAL ACQUISITION CORP. 405 Park Avenue—2nd Floor New York, New York 10022 September 8, 2014 RCS Advisory Services, LLC 405 Park Avenue New York, New York 10022 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between AR Capital Acquisition Corp. (the “Company”) and RCS Advisory Services, LLC, dated as of the date hereof, will confirm our agreement th |
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| September 9, 2014 |
AR Capital Acquisition Corp. Consent of Director Nominee EX-99.2 16 v388613ex99-2.htm CONSENT OF P. SUE PERROTTY Exhibit 99.2 AR Capital Acquisition Corp. Consent of Director Nominee I hereby consent to being named as a nominee for Director in the Registration Statement of AR Capital Acquisition Corp. /s/ P. Sue Perotty P. Sue Perotty |
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| September 9, 2014 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AR CAPITAL ACQUISITION CORP. [_], 2014 EX-3.2 2 v388613ex3-2.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AR CAPITAL ACQUISITION CORP. [], 2014 AR Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “AR Capital Acquisi |
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| September 9, 2014 |
EX-4.3 5 v388613ex4-3.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW AR CAPITAL ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 00191R 117 Warrant Certificate This Warrant Cer |
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| September 9, 2014 |
AR Capital Acquisition Corp. Consent of Director Nominee EX-99.3 17 v388613ex99-3.htm CONSENT OF DR. ROBERT J. FROEHLICHER Exhibit 99.3 AR Capital Acquisition Corp. Consent of Director Nominee I hereby consent to being named as a nominee for Director in the Registration Statement of AR Capital Acquisition Corp. Dr. Robert J. Froehlich Dr. Robert J. Froehlich |
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| September 9, 2014 |
FORM OF INDEMNIFICATION AGREEMENT EX-10.7 11 v388613ex10-7.htm FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.7 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [], 2014, by and between AR CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as di |
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| September 9, 2014 |
EX-4.4 6 v388613ex4-4.htm FORM OF WARRANT AGREEMENT Exhibit 4.4 WARRANT AGREEMENT AR CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [], 2014 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2014, is by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a |
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| September 9, 2014 |
AR CAPITAL ACQUISITION CORP. FORM OF CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS EX-99.5 19 v388613ex99-5.htm FORM OF COMPENSATION COMMITTEE CHARTER Exhibit 99.5 AR CAPITAL ACQUISITION CORP. FORM OF CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of AR Capital Acquisition Corp. (the “Company”) shall be to oversee the Company’s compens |
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| September 9, 2014 |
AR CAPITAL ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK EX-4.2 4 v388613ex4-2.htm SPECIMEN COMMON STOCK CERTIFICATE NUMBER Exhibit 4.2 C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 00191R 109 AR CAPITAL ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON STOCK OF AR CAPITAL ACQUISITION CORP. (THE “C |
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| September 9, 2014 |
AXAR / Axar Acquisition Corp. S-1/A - - S-1/A S-1/A 1 v388613s1a.htm S-1/A As filed with the Securities and Exchange Commission on September 8, 2014 Registration No. 333-198014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AR CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 47-1434549 (Sta |
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| September 9, 2014 |
EX-10.2A 7 v388613ex10-2a.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, NICHOLAS S. SCHORSCH, WILLIAM M. KAHANE AND AR CAPITAL, LLC Exhibit 10.2(a) [], 2014 AR Capital Acquisition Corp. 405 Park Avenue - 2nd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (t |
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| September 8, 2014 |
AXAR / Axar Acquisition Corp. CORRESP - - Boston Brussels Chicago Düsseldorf Frankfurt Houston London Los Angeles Miami Milan Munich New York Orange County Paris Rome Seoul Silicon Valley Washington, D. |
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| August 11, 2014 |
CERTIFICATE OF INCORPORATION AR Capital Acquisition Corp. Exhibit 3.1 CERTIFICATE OF INCORPORATION OF AR Capital Acquisition Corp. THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (the “Certificate”) for such corporation: ARTIC |
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| August 11, 2014 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 8, 2014 (as it may from time to time be amended, this “Agreement”), is entered into by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and AR Capital, LLC, a Delaware limited liability company (the “Purchaser”). The Company intends to c |
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| August 11, 2014 |
FORM OF BYLAWS AR CAPITAL ACQUISITION CORP. ARTICLE I Exhibit 3.3 FORM OF BYLAWS OF AR CAPITAL ACQUISITION CORP. ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of AR Capital Acquisition Corp. (the “Corporation”) within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s re |
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| August 11, 2014 |
AXAR / Axar Acquisition Corp. S-1 - Registration Statement - S-1 As filed with the Securities and Exchange Commission on August 11, 2014 Registration No. |
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| August 11, 2014 |
Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), effective as of August 1, 2014, is made and entered into by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and AR Capital, LLC, a Delaware limited liability company (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes to purchase from the Company an aggregate of 8,625, |
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| August 11, 2014 |
Exhibit 10.1 PROMISSORY NOTE Not to Exceed $200,000 August 1, 2014 FOR VALUE RECEIVED, the undersigned AR Capital Acquisition Corp., a Delaware corporation (“Maker” or the “Company”), whose address is 405 Park Avenue—2nd Floor, New York, New York 10022, hereby unconditionally promises to pay to the order of AR Capital, LLC, a Delaware limited liability company (“Payee”), at Payee’s office at 405 P |
