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| CIK | 1603969 |
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 Garnero Group Acquisition Company RT
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 9, 2016 |
GGAC / Garnero Group Acquisition Company / WOODLAND PARTNERS Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. 1 )* Garnero Group Acquisition Company (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) G5866L108 (CUSIP Number) |
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| July 22, 2016 |
8-K 1 f8k071816garnerogroup.htm CURRENT REPORT 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): July 18, 2016 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State o |
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| July 22, 2016 |
Exhibit 99.1 For Immediate Release GARNERO GROUP ACQUISITION COMPANY ANNOUNCES TERMINATION OF INVESTMENT AGREEMENT AND PROVIDES INFORMATION ON LIQUIDATION SAO PAULO, BRAZIL, July 20, 2016 – Garnero Group Acquisition Company (“GGAC”) (NASDAQ: GGAC), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, announced today that, as a resul |
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| July 11, 2016 |
Garnero Group Acquisition DEFINITIVE 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 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)) x Definitive Proxy State |
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| July 8, 2016 |
SC 13G/A 1 sched13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* GARNERO GROUP ACQUISITION COMPANY (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5866L108 (CUSIP Number) June 30, 2016 (Date of Event Which Requires Filing of this Statement |
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| July 8, 2016 |
GGAC / Garnero Group Acquisition Company / WOODLAND PARTNERS Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. )* Garnero Group Acquisition Company (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) G5866L108 (CUSIP Number) J |
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| July 6, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Garnero Group Acquisition Company (Name of Issuer) Ordinary Shares (Title of Class of Securities) G5866L108 (CUSIP Number) June 30, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| July 5, 2016 |
Garnero Group Acquisition SOLICITING MATERIAL PURSUANT TO SECTION 240.14A-12 DEFA14A 1 defa14a070516garnerogroup.htm SOLICITING MATERIAL PURSUANT TO SECTION 240.14A-12 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, |
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| June 28, 2016 |
Garnero Group Acquisition DEFINITIVE ADDITIONAL MATERIALS DEFA14A 1 defa14a062716garnerogroup.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registr |
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| June 28, 2016 |
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of June 24, 2016, to the Trust Agreement (as defined below) is made by and among Garnero Group Acquisition Company, a Cayman Islands company (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). All terms used but not defined herein shall have the meanings a |
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| June 28, 2016 |
Exhibit 99.1 Garnero Group Announces Extension of Time to Complete an Initial Business Combination to July 22, 2016 NEW YORK, June 23, 2016 - Garnero Group Acquisition Company (NASDAQ: GGAC) (?GGAC?), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, announced today that its shareholders had approved an extension of time for GGAC |
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| June 28, 2016 |
RESOLUTIONS OF SHAREHOLDERS GARNERO GROUP ACQUISITION COMPANY Exhibit 3.1 RESOLUTIONS OF SHAREHOLDERS OF GARNERO GROUP ACQUISITION COMPANY Resolution #1: Extension Amendment Proposal It is resolved as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by amending Article 48.4 by deleting the introduction of such section in its entirety and replacing it with the following |
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| June 28, 2016 |
8-K 1 f8k062316garnerogroup.htm CURRENT REPORT 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): June 23, 2016 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State o |
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| June 28, 2016 |
Garnero Group 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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| June 23, 2016 |
Garnero Group Acquisition DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide |
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| June 23, 2016 |
Garnero Group Acquisition DEFINITIVE ADDITIONAL MATERIALS DEFA14A 1 defa14a062316garnerogroup.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registr |
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| June 22, 2016 |
Garnero Group Acquisition DEFINITIVE ADDITIONAL MATERIALS DEFA14A 1 defa14a062216garnerogroup.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registr |
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| June 17, 2016 |
Garnero Group Acquisition DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide |
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| June 17, 2016 |
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): June 17, 2016 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Other Jurisdiction of Incorporation) (Commiss |
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| June 17, 2016 |
Exhibit 99.1 Garnero Group Announces Intention to Adjourn Extraordinary General Meeting of Shareholders for a Third Time to July 19, 2016 07:30 ET from Garnero Group Acquisition Company NEW YORK, June 17, 2016 /PRNewswire/ - Garnero Group Acquisition Company (NASDAQ: GGAC) ("GGAC"), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combinatio |
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| June 17, 2016 |
Garnero Group Acquisition PROXY STATEMENT DEF 14A 1 def14a0616garnerogroup.htm 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 pe |
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| June 15, 2016 |
Garnero Group Acquisition DEFINITIVE ADDITIONAL MATERIALS DEFA14A 1 defa14a061516garnerogroup.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registr |
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| June 15, 2016 |
Garnero Group Announces Amendment to Terms of Merger with Grupo Colombo EX-99.1 3 f8k061016ex99igarnero.htm PRESS RELEASE Exhibit 99.1 Garnero Group Announces Amendment to Terms of Merger with Grupo Colombo NEW YORK, June 15, 2016 - Garnero Group Acquisition Company (NASDAQ: GGAC) (“GGAC”), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, and Q1 Comercial de Roupas S.A. ("Grupo Colombo" or "GC"), a |
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| June 15, 2016 |
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED INVESTMENT AGREEMENT Exhibit 2.1 AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED INVESTMENT AGREEMENT This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Investment Agreement (the “Investment Agreement”), is entered into as of June 10, 2016 by and among Garnero Group Acquisition Company, a Cayman Islands exempted company (“GGAC”), Q1 Comercial de Roupas S.A., a Brazilian company (the “Company”), Al |
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| June 15, 2016 |
8-K 1 f8k061016garnerogroup.htm CURRENT REPORT 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): June 10, 2016 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State o |
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| June 15, 2016 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] June 15, 2016 Mr. John Reynolds Assistant Director Office of Beverages, Apparel, and Mining Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Garnero Group Acquisition Co. Prel |
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| June 10, 2016 |
Garnero Group Acquisition DEFINITIVE ADDITIONAL MATERIALS DEFA14A 1 defa14a0616garnerogroup.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registran |
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| June 9, 2016 |
Garnero Group Acquisition SOLICITING MATERIAL PURSUANT TO RULE 14A-12 DEFA14A 1 defa14a060716garnerogroup.htm SOLICITING MATERIAL PURSUANT TO RULE 14A-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than |
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| May 27, 2016 |
Garnero Group 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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| May 24, 2016 |
Garnero Group Acquisition DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| May 20, 2016 |
Garnero Group Acquisition DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide |
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| May 20, 2016 |
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): May 20, 2016 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Other Jurisdiction of Incorporation) (Commissi |
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| May 20, 2016 |
Exhibit 99.1 Garnero Group Announces Intention to Adjourn Extraordinary General Meeting of Shareholders for a Second Time to June 22, 2016 NEW YORK, May 20, 2016 - Garnero Group Acquisition Company (NASDAQ: GGAC) (“GGAC”), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, announced today that it intends to adjourn the extraordina |
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| May 10, 2016 |
Garnero Group Acquisition QUARTERLY REPORT (Quarterly Report) 10-Q 1 f10q0316garnerogroup.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended March 31, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss |
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| April 18, 2016 |
Garnero Group Acquisition DEFINITIVE ADDITIONAL MATERIALS DEFA14A 1 defa14a041816garnero.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ |
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| April 18, 2016 |
EX-99.1 2 f8k041816ex99igarnero.htm PRESS RELEASE Exhibit 99.1 Garnero Group Announces Intention to Adjourn Extraordinary General Meeting of Shareholders to May 23, 2016 NEW YORK, April 18, 2016 - Garnero Group Acquisition Company (NASDAQ: GGAC) (“GGAC”), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, announced today that it i |
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| April 18, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 f8k041816garnerogroup.htm CURRENT REPORT 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): April 18, 2016 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State |
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| March 31, 2016 |
SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT 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 x Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 GARNERO GROUP ACQUISITION COMPANY (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ¨ No fee required. |
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| March 17, 2016 |
Garnero Group Acquisition PROXY STATEMENT SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 16, 2016 |
CORRESP 1 filename1.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] March 16, 2016 Mr. John Reynolds Assistant Director Office of Beverages, Apparel, and Mining Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Garnero G |
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| March 8, 2016 |
Garnero Group Acquisition REVISED PROXY STATEMENT SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 8, 2016 |
CORRESP 1 filename1.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] March 8, 2016 Mr. John Reynolds Assistant Director Office of Beverages, Apparel, and Mining Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Garnero Gr |
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| February 29, 2016 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] February 29, 2016 Mr. John Reynolds Assistant Director Office of Beverages, Apparel, and Mining Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Garnero Group Acquisition Comp |
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| February 23, 2016 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 Facsimile Direct Dial Number (212) 818-8881 (212) 818-8638 Email Address [email protected] February 23, 2016 Mr. John Reynolds Assistant Director Office of Beverages, Apparel, and Mining Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Garnero Group Acquisition Comp |
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| February 16, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Garnero Group Acquisition Company (Name of Issuer) Ordinary Shares (Title of Class of Securities) G5866L108 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 9, 2016 |
GGAC / Garnero Group Acquisition Company 10-Q - Quarterly Report - QUARTERLY REPORT 10-Q 1 f10q1215garnerogroup.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 2015 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm |
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| January 27, 2016 |
Garnero Group Acquisition PRER14A PRER14A 1 prer14a0116a1garnero.htm PRER14A SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant S Filed by a Party other than the Registrant £ Check the appropriate box: S Preliminary Proxy Statement £ Confidential, For Use of the Commis |
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| January 26, 2016 |
CORRESP 1 filename1.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] January 26, 2016 Mr. John Reynolds Assistant Director Office of Beverages, Apparel, and Mining Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Garnero |
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| December 23, 2015 |
Garnero Group Acquisition SOLICITING MATERIAL UNDER RULE 14A-12 DEFA14A 1 defa14a1215garnerogroup.htm SOLICITING MATERIAL UNDER RULE 14A-12 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 Us |
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| December 23, 2015 |
Garnero Group Acquisition PRELIMINARY PROXY STATEMENTS SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ? Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2)) ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 GARNERO GROUP ACQUISITION COMPANY (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ? No fee required. |
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| December 21, 2015 |
Exhibit 99.2 168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 CONFIDENTIAL GRUPO COLOMBO Management Presentation December 2015 168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 1 Safe Harbor This presentation was filed with the Securities and Exchange Commission on December 21 , 2015 as an exhibit to a Form 8 - K filed by Garne |
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| December 21, 2015 |
Exhibit 10.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this ?Agreement?), dated , 20, is entered into by and among GARNERO GROUP ACQUISITION COMPANY, a Cayman Islands company (?GGAC?), and , acting as the Committee (as such term is defined in the Investment Agreement (as defined below)), ALVARO JABUR MALUF JUNIOR, acting as the representative (the ?Representative?) of the Controlling Persons and the |
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| December 21, 2015 |
EX-2.1 2 f8k121715ex2igarnero.htm FIRST AMENDED AND RESTATED INVESTMENT AGREEMENT, DATED AS OF DECEMBER 17, 2015 Exhibit 2.1 FIRST AMENDED AND RESTATED INVESTMENT AGREEMENT BY AND AMONG GARNERO GROUP ACQUISITION COMPANY, Q1 COMERCIAL DE ROUPAS S.A., ALVARO JABUR MALUF JUNIOR AND PAULO JABUR MALUF, AND THE OPTIONHOLDERS OF Q1 COMERCIAL DE ROUPAS S.A. SET FORTH ON THE SIGNATURE PAGES HERETO DATED AS |
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| December 21, 2015 |
Garnero Group Updates Terms of Merger with Grupo Colombo Exhibit 99.1 Garnero Group Updates Terms of Merger with Grupo Colombo NEW YORK, December 21, 2015 /PRNewswire/ - Garnero Group Acquisition Company (NASDAQ: GGAC), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, and Grupo Colombo (?Grupo Colombo? or ?GC?), a leading apparel retailer in Brazil, announced today that they have ente |
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| December 21, 2015 |
Exhibit 99.2 168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 CONFIDENTIAL GRUPO COLOMBO Management Presentation December 2015 168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 1 Safe Harbor This presentation was filed with the Securities and Exchange Commission on December 21 , 2015 as an exhibit to a Form 8 - K filed by Garne |
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| December 21, 2015 |
Garnero Group Acquisition CURRENT REPORT 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 17, 2015 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Other Jurisdiction of Incorporation) (Com |
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| December 21, 2015 |
Exhibit 10.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this ?Agreement?), dated , 20, is entered into by and among GARNERO GROUP ACQUISITION COMPANY, a Cayman Islands company (?GGAC?), and , acting as the Committee (as such term is defined in the Investment Agreement (as defined below)), ALVARO JABUR MALUF JUNIOR, acting as the representative (the ?Representative?) of the Controlling Persons and the |
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| December 21, 2015 |
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 17, 2015 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Other Jurisdiction of Incorporation) (Com |
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| December 21, 2015 |
Exhibit 2.1 FIRST AMENDED AND RESTATED INVESTMENT AGREEMENT BY AND AMONG GARNERO GROUP ACQUISITION COMPANY, Q1 COMERCIAL DE ROUPAS S.A., ALVARO JABUR MALUF JUNIOR AND PAULO JABUR MALUF, AND THE OPTIONHOLDERS OF Q1 COMERCIAL DE ROUPAS S.A. SET FORTH ON THE SIGNATURE PAGES HERETO DATED AS OF DECEMBER 17, 2015 TABLE OF CONTENTS ARTICLE I THE INVESTMENT 2 1.1 Contribution of Shares 2 1.2 Closing 2 1.3 |
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| December 21, 2015 |
Garnero Group Updates Terms of Merger with Grupo Colombo EX-99.1 4 f8k121715ex99igarnero.htm PRESS RELEASE DATED DECEMBER 21, 2015 Exhibit 99.1 Garnero Group Updates Terms of Merger with Grupo Colombo NEW YORK, December 21, 2015 /PRNewswire/ - Garnero Group Acquisition Company (NASDAQ: GGAC), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, and Grupo Colombo (“Grupo Colombo” or “GC”), |
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| November 10, 2015 |
Garnero Group Acquisition NOTIFICATION OF LATE FILING UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: ...........3235-0058 Expires: .............. October 31, 2018 Washington, D.C. 20549 Estimated average burden Hours per form .......................2.50 FORM 12b-25 SEC FILE NUMBER 001-36482 NOTIFICATION OF LATE FILING CUSIP NUMBER G5866L108 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SA |
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| September 29, 2015 |
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 28, 2015 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Other Jurisdiction of Incorporation) (Co |
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| September 14, 2015 |
Garnero Group Acquisition FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number:........................... 3235-0058 FORM 12b-25 Expires:....................... September 30, 2015 Estimated average burden Hours per form ................................... 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-36482 CUSIP NUMBER G5866L108 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 1 |
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| August 28, 2015 |
EX-10.3 5 f8k082615ex10iiigarnero.htm ESCROW AGREEMENT Exhibit 10.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”), dated , 20, is entered into by and among GARNERO GROUP ACQUISITION COMPANY, a Cayman Islands company (“GGAC”), and , acting as the Committee (as such term is defined in the Investment Agreement (as defined below)), ALVARO JABUR MALUF JUNIOR, acting as the representative (t |
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| August 28, 2015 |
LOCK-UP AGREEMENT August 26, 2015 EX-10.1 3 f8k082615ex10igarnero.htm LOCK-UP AGREEMENT Exhibit 10.1 LOCK-UP AGREEMENT August 26, 2015 Garnero Group Acquisition Company Av. Brig. Faria Lima 1485-19 Andar Brasilinvest Plaza, CEP 01452-002 São Paulo, Brasil Ladies and Gentlemen: Reference is hereby made to the Investment Agreement (the “Investment Agreement”), dated as of August 26, 2015, by and among Garnero Group Acquisition Compa |
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| August 28, 2015 |
Garnero Group (NASDAQ: GGAC) to Merge with Grupo Colombo Exhibit 99.1 Garnero Group (NASDAQ: GGAC) to Merge with Grupo Colombo NEW YORK, August 27, 2015 - Garnero Group Acquisition Company (NASDAQ: GGAC), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, and Grupo Colombo (?Grupo Colombo? or ?GC?), a leading apparel retailer in Brazil, announced today that they have entered into a defi |
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| August 28, 2015 |
Garnero Group (NASDAQ: GGAC) to Merge with Grupo Colombo EX-99.1 6 f8k082615ex99igarnero.htm PRESS RELEASE Exhibit 99.1 Garnero Group (NASDAQ: GGAC) to Merge with Grupo Colombo NEW YORK, August 27, 2015 - Garnero Group Acquisition Company (NASDAQ: GGAC), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, and Grupo Colombo (“Grupo Colombo” or “GC”), a leading apparel retailer in Brazil, |
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| August 28, 2015 |
LOCK-UP AGREEMENT August 26, 2015 Exhibit 10.1 LOCK-UP AGREEMENT August 26, 2015 Garnero Group Acquisition Company Av. Brig. Faria Lima 1485-19 Andar Brasilinvest Plaza, CEP 01452-002 S?o Paulo, Brasil Ladies and Gentlemen: Reference is hereby made to the Investment Agreement (the ?Investment Agreement?), dated as of August 26, 2015, by and among Garnero Group Acquisition Company, a Cayman Islands company (?GGAC?), Q1 Comercial de |
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| August 28, 2015 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of , 2015, by and among Garnero Group Acquisition Company, an exempted company incorporated under the laws of the Cayman Islands (the ?Company?), and the parties named on the Schedule of Investors attached hereto. WHEREAS, the Compan |
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| August 28, 2015 |
Garnero Group Acquisition CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT (Amendment No. 1) PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2015 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Other Jurisdiction of I |
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| August 28, 2015 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of , 2015, by and among Garnero Group Acquisition Company, an exempted company incorporated under the laws of the Cayman Islands (the ?Company?), and the parties named on the Schedule of Investors attached hereto. WHEREAS, the Compan |
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| August 28, 2015 |
Exhibit 2.1 INVESTMENT AGREEMENT BY AND AMONG GARNERO GROUP ACQUISITION COMPANY, Q1 COMERCIAL DE ROUPAS S.A., ALVARO JABUR MALUF JUNIOR AND PAULO JABUR MALUF, AND THE OPTIONHOLDERS OF Q1 COMERCIAL DE ROUPAS S.A. SET FORTH ON THE SIGNATURE PAGES HERETO DATED AS OF AUGUST 26, 2015 Table of Contents (continued) Page ARTICLE I THE INVESTMENT 2 1.1 Contribution of Shares 2 1.2 Closing 4 1.3 Adjustments |
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| August 28, 2015 |
Exhibit 2.1 INVESTMENT AGREEMENT BY AND AMONG GARNERO GROUP ACQUISITION COMPANY, Q1 COMERCIAL DE ROUPAS S.A., ALVARO JABUR MALUF JUNIOR AND PAULO JABUR MALUF, AND THE OPTIONHOLDERS OF Q1 COMERCIAL DE ROUPAS S.A. SET FORTH ON THE SIGNATURE PAGES HERETO DATED AS OF AUGUST 26, 2015 Table of Contents (continued) Page ARTICLE I THE INVESTMENT 2 1.1 Contribution of Shares 2 1.2 Closing 4 1.3 Adjustments |
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| August 28, 2015 |
Exhibit 10.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”), dated _, 20_, is entered into by and among GARNERO GROUP ACQUISITION COMPANY, a Cayman Islands company (“GGAC”), _ and _, acting as the Committee (as such term is defined in the Investment Agreement (as defined below)), ALVARO JABUR MALUF JUNIOR, acting as the representative (the “Representative”) of the Controlling Persons an |
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| August 28, 2015 |
Garnero Group Acquisition CURRENT REPORT (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT (Amendment No. 1) PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2015 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Other Jurisdiction of I |
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| August 27, 2015 |
Garnero Group Acquisition CURRENT REPORT 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): August 26, 2015 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Other Jurisdiction of Incorporation) (Commi |
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| August 27, 2015 |
Garnero Group (NASDAQ: GGAC) to Merge with Grupo Colombo Exhibit 99.1 Garnero Group (NASDAQ: GGAC) to Merge with Grupo Colombo NEW YORK, August 27, 2015 - Garnero Group Acquisition Company (NASDAQ: GGAC), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, and Grupo Colombo (?Grupo Colombo? or ?GC?), a leading apparel retailer in Brazil, announced today that they have entered into a defi |
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| August 27, 2015 |
LOCK-UP AGREEMENT August 26, 2015 Exhibit 10.1 LOCK-UP AGREEMENT August 26, 2015 Garnero Group Acquisition Company Av. Brig. Faria Lima 1485-19 Andar Brasilinvest Plaza, CEP 01452-002 S?o Paulo, Brasil Ladies and Gentlemen: Reference is hereby made to the Investment Agreement (the ?Investment Agreement?), dated as of August 26, 2015, by and among Garnero Group Acquisition Company, a Cayman Islands company (?GGAC?), Q1 Comercial de |
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| August 27, 2015 | ||
| August 27, 2015 |
Exhibit 99.2 |
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| August 27, 2015 |
Garnero Group Acquisition CURRENT REPORT (Current Report/Significant Event) 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): August 26, 2015 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Other Jurisdiction of Incorporation) (Commi |
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| August 27, 2015 |
LOCK-UP AGREEMENT August 26, 2015 Exhibit 10.1 LOCK-UP AGREEMENT August 26, 2015 Garnero Group Acquisition Company Av. Brig. Faria Lima 1485-19 Andar Brasilinvest Plaza, CEP 01452-002 S?o Paulo, Brasil Ladies and Gentlemen: Reference is hereby made to the Investment Agreement (the ?Investment Agreement?), dated as of August 26, 2015, by and among Garnero Group Acquisition Company, a Cayman Islands company (?GGAC?), Q1 Comercial de |
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| August 27, 2015 |
EX-2.1 2 f8k082615ex2igarnero.htm INVESTMENT AGREEMENT Exhibit 2.1 INVESTMENT AGREEMENT BY AND AMONG GARNERO GROUP ACQUISITION COMPANY, Q1 COMERCIAL DE ROUPAS S.A., ALVARO JABUR MALUF JUNIOR AND PAULO JABUR MALUF, AND THE OPTIONHOLDERS OF Q1 COMERCIAL DE ROUPAS S.A. SET FORTH ON THE SIGNATURE PAGES HERETO DATED AS OF AUGUST 26, 2015 Table of Contents (continued) Page ARTICLE I THE INVESTMENT 2 1.1 |
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| August 27, 2015 |
Garnero Group (NASDAQ: GGAC) to Merge with Grupo Colombo Exhibit 99.1 Garnero Group (NASDAQ: GGAC) to Merge with Grupo Colombo NEW YORK, August 27, 2015 - Garnero Group Acquisition Company (NASDAQ: GGAC), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, and Grupo Colombo (?Grupo Colombo? or ?GC?), a leading apparel retailer in Brazil, announced today that they have entered into a defi |
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| August 27, 2015 |
Exhibit 10.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this ?Agreement?), dated , 20, is entered into by and among GARNERO GROUP ACQUISITION COMPANY, a Cayman Islands company (?GGAC?), and , acting as the Committee (as such term is defined in the Investment Agreement (as defined below)), ALVARO JABUR MALUF JUNIOR, acting as the representative (the ?Representative?) of the Controlling Persons and the |
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| August 27, 2015 |
Exhibit 10.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this ?Agreement?), dated , 20, is entered into by and among GARNERO GROUP ACQUISITION COMPANY, a Cayman Islands company (?GGAC?), and , acting as the Committee (as such term is defined in the Investment Agreement (as defined below)), ALVARO JABUR MALUF JUNIOR, acting as the representative (the ?Representative?) of the Controlling Persons and the |
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| August 27, 2015 |
Exhibit 2.1 INVESTMENT AGREEMENT BY AND AMONG GARNERO GROUP ACQUISITION COMPANY, Q1 COMERCIAL DE ROUPAS S.A., ALVARO JABUR MALUF JUNIOR AND PAULO JABUR MALUF, AND THE OPTIONHOLDERS OF Q1 COMERCIAL DE ROUPAS S.A. SET FORTH ON THE SIGNATURE PAGES HERETO DATED AS OF AUGUST 26, 2015 Table of Contents (continued) Page ARTICLE I THE INVESTMENT 2 1.1 Contribution of Shares 2 1.2 Closing 4 1.3 Adjustments |
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| August 27, 2015 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of , 2015, by and among Garnero Group Acquisition Company, an exempted company incorporated under the laws of the Cayman Islands (the ?Company?), and the parties named on the Schedule of Investors attached hereto. WHEREAS, the Compan |
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| August 27, 2015 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT EX-10.2 4 f8k082615ex10iigarnero.htm AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2015, by and among Garnero Group Acquisition Company, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), |
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| May 15, 2015 |
Garnero Group Acquisition NOTIFICATION OF LATE FILING UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: ...........3235-0058 Washington, D.C. 20549 Expires: .............. August 31, 2015 Estimated average burden hours per form .......................2.50 FORM 12b-25 SEC FILE NUMBER 001-36428 NOTIFICATION OF LATE FILING CUSIP NUMBER G5866L108 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR |
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| February 26, 2015 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT (AMENDMENT NO. 2) PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2015 (October 30, 2014) GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Ot |
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| February 18, 2015 |
GGAC / Garnero Group Acquisition Company NT 10-Q - - NOTIFICATION OF LATE FILING NT 10-Q 1 extf10q1214garnerogroup.htm NOTIFICATION OF LATE FILING OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: …… 3235-0058 Expires: ……. August 31, 2015 Estimated average burden Hours per form ………. 2.50 SEC FILE NUMBER 001-36482 CUSIP NUMBER G5866L108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form |
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| February 17, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Garnero Group Acquisition Company (Name of Issuer) Ordinary Shares (Title of Class of Securities) G5866L108 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| January 15, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 15, 2015 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Other Jurisdiction of Incorporation) (Comm |
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| January 15, 2015 |
Exhibit 99.1 |
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| January 15, 2015 |
Exhibit 99.1 |
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| January 15, 2015 |
GGAC / Garnero Group Acquisition Company DEFA14A - - CURRENT REPORT DEFA14A 1 f8k011515garnerogroup.htm CURRENT REPORT 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): January 15, 2015 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A ( |
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| December 4, 2014 |
GGAC / Garnero Group Acquisition Company / Garnero Mario - SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Garnero Group Acquisition Company (Name of Issuer) Ordinary Shares (Title of Class of Securities) G5866L108 (CUSIP Number) Mario Garnero 2ET N.10 L’estoril Bloc D 31 Avenue Princess Grac |
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| November 19, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT (AMENDMENT NO. 1) PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2014 (October 30, 2014) GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Ot |
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| November 19, 2014 |
EX-99.3 3 f8k103014a1ex99iiigarnero.htm INVESTOR PRESENTATION Exhibit 99.3 |
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| November 19, 2014 |
Exhibit 99.2 Garnero Group Acquisition Company and WISeKey SA Announce Updated Terms for Combination ● Transaction valued at $350 Million ● WISeKey to Become First Swiss Cyber Security Company on NASDAQ NEW YORK, November 17 2014 - Garnero Group Acquisition Company (“GGAC”) (NASDAQ: GGACU, GGAC, GGACR, GGACW), a blank check company, and WISeKey SA (“WISeKey”), a global provider of cyber security s |
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| November 19, 2014 |
EX-99.2 2 f8k103014a1ex99iigarnero.htm PRESS RELEASE Exhibit 99.2 Garnero Group Acquisition Company and WISeKey SA Announce Updated Terms for Combination ● Transaction valued at $350 Million ● WISeKey to Become First Swiss Cyber Security Company on NASDAQ NEW YORK, November 17 2014 - Garnero Group Acquisition Company (“GGAC”) (NASDAQ: GGACU, GGAC, GGACR, GGACW), a blank check company, and WISeKey |
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| November 19, 2014 |
Exhibit 99.3 |
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| November 19, 2014 |
GGAC / Garnero Group Acquisition Company DEFA14A - - AMENDMENT NO. 1 TO CURRENT REPORT DEFA14A 1 f8k103014a1garnerogroup.htm AMENDMENT NO. 1 TO CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT (AMENDMENT NO. 1) PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2014 (October 30, 2014) GARNERO GROUP ACQUISITION COMPANY (Exact Name of Regis |
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| November 17, 2014 |
GGAC / Garnero Group Acquisition Company NT 10-Q - - NOTIFICATION OF LATE FILING OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: …… 3235-0058 Expires: ……. August 31, 2015 Estimated average burden Hours per form ………. 2.50 SEC FILE NUMBER 001-36482 CUSIP NUMBER G5866L108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: Septe |
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| November 4, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Garnero Group Acquisition Company (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5866L108 (CUSIP Number) October 31, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate th |
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| October 31, 2014 |
EX-2.1 2 f8k103014ex2igarnerogroup.htm SHARE PURCHASE AGREEMENT Exhibit 2.1 EXECUTION VERSION SHARE PURCHASE AGREEMENT BY AND AMONG GARNERO GROUP ACQUISITION COMPANY, WISEKEY SA, WISETRUST SA AND THOSE SHAREHOLDERS AND OPTIONHOLDERS OF WISEKEY SA SET FORTH ON THE SIGNATURE PAGE ATTACHED HERETO DATED AS OF OCTOBER 30, 2014 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT is made and entered i |
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| October 31, 2014 |
GGAC / Garnero Group Acquisition Company DEFA14A - - CURRENT REPORT DEFA14A 1 f8k103014garnerogroup.htm CURRENT REPORT 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 30, 2014 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A ( |
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| October 31, 2014 |
Exhibit 2.1 EXECUTION VERSION SHARE PURCHASE AGREEMENT BY AND AMONG GARNERO GROUP ACQUISITION COMPANY, WISEKEY SA, WISETRUST SA AND THOSE SHAREHOLDERS AND OPTIONHOLDERS OF WISEKEY SA SET FORTH ON THE SIGNATURE PAGE ATTACHED HERETO DATED AS OF OCTOBER 30, 2014 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT is made and entered into as of October 30, 2014, by and among Garnero Group Acquisiti |
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| October 31, 2014 |
EX-99.1 4 f8k103014ex99igarnerogroup.htm PRESS RELEASE Exhibit 99.1 Garnero Group Acquisition Company ENTERS INTO AGREEMENT TO ACQUIRE MAJORITY ownership STAKE in WISeKey NEW YORK, October 31, 2014- Garnero Group Acquisition Company ("GGAC") (NASDAQ: GGACU, GGAC, GGACR, GGACW), a blank check company, and WISeKey SA (“WISeKey”), an international mobile cybersecurity provider, announced today that t |
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| October 31, 2014 |
8-K 1 f8k103014garnerogroup.htm CURRENT REPORT 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 30, 2014 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (Stat |
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| October 31, 2014 |
EX-2.2 3 f8k103014ex2iigarnerogroup.htm ASSET PURCHASE AGREEMENT Exhibit 2.2 EXECUTION VERSION ASSET PURCHASE AGREEMENT between WISETRUST SA, WISEKEY SA and GARNERO GROUP ACQUISITION COMPANY dated as of October 30, 2014 TABLE OF CONTENTS Article I Purchase and Sale 1 Section 1.01 Purchase and Sale of Assets. 1 Section 1.02 Assumption of Liabilities. 2 Section 1.03 Purchase Price. 2 Section 1.04 Es |
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| October 31, 2014 |
Exhibit 99.1 Garnero Group Acquisition Company ENTERS INTO AGREEMENT TO ACQUIRE MAJORITY ownership STAKE in WISeKey NEW YORK, October 31, 2014- Garnero Group Acquisition Company ("GGAC") (NASDAQ: GGACU, GGAC, GGACR, GGACW), a blank check company, and WISeKey SA (“WISeKey”), an international mobile cybersecurity provider, announced today that they have entered into definitive agreements whereby GGA |
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| October 31, 2014 |
Exhibit 2.2 EXECUTION VERSION ASSET PURCHASE AGREEMENT between WISETRUST SA, WISEKEY SA and GARNERO GROUP ACQUISITION COMPANY dated as of October 30, 2014 TABLE OF CONTENTS Article I Purchase and Sale 1 Section 1.01 Purchase and Sale of Assets. 1 Section 1.02 Assumption of Liabilities. 2 Section 1.03 Purchase Price. 2 Section 1.04 Escrow. 2 Section 1.05 Allocation of Purchase Price. 2 Section 1.06 |
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| October 8, 2014 |
GGAC / Garnero Group Acquisition Company / AQR CAPITAL MANAGEMENT LLC Passive Investment SC 13G 1 ggacu100714.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Garnero Group Acquisition Company (Name of Issuer) Ordinary Shares (Title of Class of Securities) G5866L108 (CUSIP Number) June 30, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| September 29, 2014 |
GGAC / Garnero Group Acquisition Company NT 10-K - - NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number:........ 3235-0058 Expires:........ August 31, 2015 Estimated average burden Hours per form........ 2.50 SEC FILE NUMBER 001-36482 CUSIP NUMBER G5866L108 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period |
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| August 12, 2014 |
GGAC / Garnero Group Acquisition Company NT 10-Q - - NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-36482 CUSIP NUMBER G5866L108 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, |
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| July 18, 2014 |
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): July 16, 2014 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Other Jurisdiction of Incorporation) (Commiss |
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| July 8, 2014 |
GARNERO GROUP ACQUISITION COMPANY COMPLETES INITIAL PUBLIC OFFERING EX-99.3 4 f8k070114ex99iiigarnero.htm PRESS RELEASE ANNOUNCING CONSUMMATION OF IPO Exhibit 99.3 Contact: Javier Martin Riva Chief Financial Officer Garnero Group Acquisition Company (55) 1130947970 FOR IMMEDIATE RELEASE GARNERO GROUP ACQUISITION COMPANY COMPLETES INITIAL PUBLIC OFFERING Sao Paulo, Brazil, July 1, 2014 – Garnero Group Acquisition Company (NASDAQ: GGACU) (the “Company”) announced to |
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| July 8, 2014 |
Exhibit 99.4 GARNERO GROUP ACQUISITION COMPANY COMPLETES $144 MILLION INITIAL PUBLIC OFFERING INCLUDING EXERCISE OF FULL OVER-ALLOTMENT OPTION Sao Paulo, Brazil, July 7, 2014 – Garnero Group Acquisition Company (NASDAQ: GGACU) (the “Company”) announced today that the underwriters of its initial public offering have exercised their over-allotment option in full and that the closing of the sale of t |
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| July 8, 2014 |
Exhibit 99.1 Garnero Group Acquisition Company (a corporation in the development stage) INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 2 Balance Sheet 3 Notes to Financial Statements 4 - 10 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Audit Committee of the Board of Directors and Shareholders of Garnero Group Acquisition Company We have audi |
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| July 8, 2014 |
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): July 1, 2014 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36482 N/A (State or Other Jurisdiction of Incorporation) (Commissi |
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| July 8, 2014 |
GARNERO GROUP ACQUISITION COMPANY ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING EX-99.2 3 f8k070114ex99iigarnero.htm PRESS RELEASE ANNOUNCING PRICING OF IPO Exhibit 99.2 Contact: Javier Martin Riva Chief Financial Officer Garnero Group Acquisition Company (55) 1130947970 FOR IMMEDIATE RELEASE GARNERO GROUP ACQUISITION COMPANY ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING Sao Paulo, Brazil, June 26, 2014 – Garnero Group Acquisition Company (NASDAQ: GGACU) (the “Company”) announ |
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| July 7, 2014 |
SC 13G 1 sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Garnero Group Acquisition Company (Name of Issuer) Ordinary Shares, par value $.0001 (Title of Class of Securities) G5866L124 (CUSIP Number) June 26, 2014 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| July 7, 2014 |
GGAC / Garnero Group Acquisition Company / Garnero Mario - SCHEDULE 13D Activist Investment SC 13D 1 sc13d0714garnerogarnero.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Garnero Group Acquisition Company (Name of Issuer) Ordinary Shares (Title of Class of Securities) G5866L108 (CUSIP Number) Mario Garnero |
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| June 26, 2014 |
Garnero Group Acquisition Company 12,500,000 Units 424B4 1 d31465.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) SEC File No. 333-196117 $125,000,000 Garnero Group Acquisition Company 12,500,000 Units Garnero Group Acquisition Company is a Cayman Islands exempted company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization |
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| June 24, 2014 |
Table of Contents As Filed with the Securities and Exchange Commission on June 24, 2014 Registration No. |
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| June 24, 2014 |
Garnero Group Acquisition Company Av. Brig. Faria Lima 1485-19 Andar Brasilinvest Plaza CEP 01452-002 Sao Paulo, Brazil (55) 1130947970 June 24, 2014 VIA EDGAR Michael Clampitt, Esq. Special Counsel Office of Mergers & Acquisitions Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Garnero Group Acquisition Company (the “Company”) Registration Statement on Form S-1 Fi |
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| June 24, 2014 |
EARLYBIRDCAPITAL, INC. 275 Madison Avenue, Suite 2701 New York, New York 10016 June 24, 2014 VIA EDGAR AND FACSIMILE Securities and Exchange Commission 100 F Street, N.W. Washington, D.C. 20549 Re: Garnero Group Acquisition Company Registration Statement on Form S-1; SEC File No. 333-196117 Ladies and Gentlemen: In connection with the Registration Statement on Form S-1 of Garnero Acquisition Group |
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| June 24, 2014 |
CORRESP 1 filename1.htm EARLYBIRDCAPITAL, INC. 275 Madison Avenue, Suite 2701 New York, New York 10016 June 24, 2014 VIA EDGAR AND TELECOPY United States Securities and Exchange Commission 100 F Street, N.W. Washington, D.C. 20549 RE: Garnero Group Acquisition Company (the "Company") Registration Statement on Form S-1 originally filed May 20, 2014 (File No. 333-196117) ( the "Registration Statemen |
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| June 19, 2014 |
Table of Contents As Filed with the Securities and Exchange Commission on June 19, 2014 Registration No. |
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| June 19, 2014 |
Amended and Restated as of May 15, 2014 EX-10.8 3 d31445ex10-8.htm EX-10.8 Exhibit 10.8 Amended and Restated as of May 15, 2014 Garnero Group Acquisition Company Av Brig. Faria Lima 1485-19 Andar Brasilinvest Plaza CEP 01452-002 Sao Paulo Brazil Gentlemen: Garnero Group Acquisition Company (“Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to regi |
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| June 19, 2014 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1901 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address [email protected] June 19, 2014 VIA FEDERAL EXPRESS AND EDGAR Michael Clampitt, Esq. Special Counsel Office of Mergers & Acquisitions Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Garnero Group Acquisition Company Ame |
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| June 6, 2014 |
12,500,000 Units GARNERO GROUP ACQUISITION COMPANY UNDERWRITING AGREEMENT Exhibit 1.1 12,500,000 Units GARNERO GROUP ACQUISITION COMPANY UNDERWRITING AGREEMENT New York, New York , 2014 EarlyBirdCapital, Inc. 275 Madison Avenue, Suite 2701 New York, New York 10016 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Garnero Group Acquisition Company, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with E |
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| June 6, 2014 |
UNIT PURCHASE OPTION FOR THE PURCHASE OF 1,250,000 UNITS GARNERO GROUP ACQUISITION COMPANY EX-4.6 5 d31408ex4-6.htm EX-4.6 Exhibit 4.6 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIV |
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| June 6, 2014 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1901 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address [email protected] June 6, 2014 VIA FEDERAL EXPRESS AND EDGAR Michael Clampitt, Esq. Special Counsel Office of Mergers & Acquisitions Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Garnero Group Acquisition Company Regi |
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| June 6, 2014 |
Table of Contents As Filed with the Securities and Exchange Commission on June 6, 2014 Registration No. |
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| June 6, 2014 |
- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES U.S. 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 GARNERO GROUP ACQUISITION COMPANY (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) Av Brig. Faria Lim |
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| June 6, 2014 |
Exhibit 3.1 THE COMPANIES LAW (2013 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF GARNERO GROUP ACQUISITION COMPANY (adopted by special resolution dated [ ] 2014) THE COMPANIES LAW (2013 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF GARNERO GROUP ACQUISITION COMP |
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| June 6, 2014 |
EARLYBIRDCAPITAL, INC. 275 Madison Avenue New York, New York 10016 Exhibit 1.2 EARLYBIRDCAPITAL, INC. 275 Madison Avenue New York, New York 10016 , 2014 Garnero Group Acquisition Company Av Brig. Faria Lima 1485-19 Andar Brasilinvest Plaza CEP 01452-002 Sao Paulo, BrazilAttn: Gordon Pratt Ladies and Gentlemen: This is to confirm our agreement whereby Garnero Group Acquisition Company, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, |
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| May 20, 2014 |
Amended and Restated as of May 15, 2014 EX-10.8 15 ex108.htm EX-10.8 Exhibit 10.8 Amended and Restated as of May 15, 2014 Garnero Group Acquisition Company Av Brig. Faria Lima 1485-19 Andar Brasilinvest Plaza CEP 01452-002 Sao Paulo Brazil Gentlemen: Garnero Group Acquisition Company (“Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register i |
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| May 20, 2014 |
EX-10.5 12 ex105.htm EX-10.5 Exhibit 10.5 PROMISSORY NOTE $125,000.00 As of February 18, 2014 Garnero Group Acquisition Company (“Maker”) promises to pay to the order of Brasilinvest International LLC (“Payee”) the principal sum of One Hundred Twenty Five Thousand Dollars and No Cents ($125,000.00) in lawful money of the United States of America, on the terms and conditions described below. This N |
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| May 20, 2014 |
GARNERO GROUP ACQUISITION COMPANY A CAYMAN ISLANDS COMPANY EX-4.3 4 fs12014ex4iiigarnero.htm EX-4.3 Exhibit 4.3 NUMBER RIGHTS R GARNERO GROUP ACQUISITION COMPANY A CAYMAN ISLANDS COMPANY RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of one ordinary share, par value $.0001 per share (“Ordinary Share”), of Garnero Group Ac |
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| May 20, 2014 |
NOMINATING COMMITTEE CHARTER GARNERO GROUP ACQUISITION COMPANY Exhibit 99.2 Adopted: , 2014 NOMINATING COMMITTEE CHARTER OF GARNERO GROUP ACQUISITION COMPANY The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of Garnero Group Acquisition Company (the “Company”), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it shall exer |
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| May 20, 2014 |
GARNERO GROUP ACQUISITION COMPANY CODE OF ETHICS EX-14 16 fs12014ex14garnero.htm EX-14 Exhibit 14 GARNERO GROUP ACQUISITION COMPANY CODE OF ETHICS 1. Introduction The Board of Directors of Garnero Group Acquisition Company has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to: · promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest b |
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| May 20, 2014 |
EX-10.3 10 fs12014ex10iiigarnero.htm EX-10.3 Exhibit 10.3 SHARE ESCROW AGREEMENT SHARE ESCROW AGREEMENT, dated as of , 2014 (“Agreement”), by and among GARNERO GROUP ACQUISITION COMPANY, a Cayman Islands Company (“Company”), MARIO GARNERO, JAVIER MARTIN RIVA, JOHN TONELLI, CORRADO CLINI and NELSON NARCISCO FILHO (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, |
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| May 20, 2014 |
INVESTMENT MANAGEMENT TRUST AGREEMENT EX-10.2 9 fs12014ex10iigarnero.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of , 2014 by and between Garnero Group Acquisition Company (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333- (“Registration Statement”) for its initial public offering of securities (“IP |
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| May 20, 2014 |
Amended and Restated as of May 15, 2014 EX-10.7 14 ex107.htm EX-10.7 Exhibit 10.7 Amended and Restated as of May 15, 2014 Garnero Group Acquisition Company Av Brig. Faria Lima 1485-19 Andar Brasilinvest Plaza CEP 01452-002 Sao Paulo Brazil Gentlemen: Garnero Group Acquisition Company (“Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register i |
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| May 20, 2014 |
Exhibit 4.2 NUMBER SHARES C GARNERO GROUP ACQUISITION COMPANY INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $.0001 EACH OF GARNERO GROUP ACQUISITION COMPANY transferable on the books of the Company in person or by duly authorized attorn |
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| May 20, 2014 |
EX-10.6 13 fs12014ex10vigarnero.htm EX-10.6 Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the , 2014, by and among Garnero Group Acquisition Company, a Cayman Islands company (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”). |
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| May 20, 2014 |
EX-4.4 5 fs12014ex4ivgarnero.htm EX-4.4 Exhibit 4.4 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS GARNERO GROUP ACQUISITION COMPANY CUSIP WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m., New York City time, on the five ye |
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| May 20, 2014 |
SEE REVERSE FOR CERTAIN DEFINITIONS Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS GARNERO GROUP ACQUISITION COMPANY CUSIP UNITS CONSISTING OF ONE ORDINARY SHARE, ONE RIGHT AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) ordinary share, par value $.0001 per share, of Garnero Group Acquisition Company, a Cayman Islands company (the “Company”), one (1) right (“Right”) |
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| May 20, 2014 |
S-1 1 d31359.htm Table of Contents As Filed with the Securities and Exchange Commission on May 20, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GARNERO GROUP ACQUISITION COMPANY (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 N/A (State |
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| May 20, 2014 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1901 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] May 20, 2014 VIA FEDERAL EXPRESS AND EDGAR Michael Clampitt, Esq. Senior Counsel Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Garnero Group Acquisition Company Confident |
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| May 20, 2014 |
EX-4.7 7 fs12014ex4viigarnero.htm EX-4.7 Exhibit 4.7 RIGHTS AGREEMENT Agreement made as of , 2014 between Garnero Group Acquisition Company, a Cayman Islands Company, with offices at Av Brig. Faria Lima, 1485-19 Andar, Brasilinvest Plaza CEP 01452-002, Sao Paulo, Brazil (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, |
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| May 20, 2014 |
EX-4.5 6 fs12014ex4vgarnero.htm EX-4.5 Exhibit 4.5 WARRANT AGREEMENT Agreement made as of , 2014 between Garnero Group Acquisition Company, a Cayman Islands company, with offices at Av Brig. Faria Lima, 1485-19 Andar, Brasilinvest Plaza CEP 01452-002, Sao Paulo, Brazil (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, N |
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| May 20, 2014 |
AUDIT COMMITTEE CHARTER GARNERO GROUP ACQUISITION COMPANY EX-99.1 18 fs12014ex99igarnero.htm EX-99.1 Exhibit 99.1 Adopted: , 2014 AUDIT COMMITTEE CHARTER OF GARNERO GROUP ACQUISITION COMPANY Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of Garnero Group Acquisition Company (“Company”) are to assist the Board in monitoring (1) the integrity of the annual, quarterly and other financial statements of |
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| May 20, 2014 |
EX-10.1 8 fs12014ex10igarnero.htm EX-10.1 Exhibit 10.1 , 2014 Garnero Group Acquisition Company Av Brig. Faria Lima 1485-19 Andar Brasilinvest Plaza CEP 01452-0002 Sao Paulo, Brazil EarlyBirdCapital, Inc. 275 Madison Avenue, 27th Floor New York, New York 10016 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriti |
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| May 20, 2014 |
EX-10.4 11 fs12014ex10ivgarnero.htm EX-10.4 Exhibit 10.4 , 2014 Garnero Group Acquisition Company Av Brig. Faria Lima 1485-19 Andar Brasilinvest Plaza CEP 01452-0002 Sao Paulo, Brazil Brasilinvest Group Av Brig. Faria Lima 1485-19 Andar Brasilinvest Plaza CEP 01452-0002 Sao Paulo, Brazil Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effec |
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| April 11, 2014 |
Table of Contents This is a confidential draft submission to the U.S. Securities and Exchange Commission on April 11, 2014 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GARNERO GROUP ACQUISITION COMPANY (Exact name of |
