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
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
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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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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Date Filed:
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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
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(Exact
Name of Registrant as Specified in Charter)
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Cayman
Islands
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001-36482
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N/A
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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Av
Brig. Faria Lima
1485-19 Andar
Brasilinvest Plaza CEP 01452-002
Sao Paulo
Brazil
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(Address
of Principal Executive Offices) (Zip Code)
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+55
(11) 3094-7970
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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GARNERO
GROUP ACQUISITION COMPANY (“GGAC”) INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS SHAREHOLDERS, AS WELL AS OTHER
PERSONS WHO MIGHT BE INTERESTED IN PURCHASING GGAC SECURITIES, REGARDING ITS BUSINESS COMBINATION WITH Q1 COMERCIAL DE ROUPAS
S.A. (THE “COMPANY”), AS DESCRIBED IN THE CURRENT REPORTS ON FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON AUGUST 27, 2015, DECEMBER 21, 2015 AND JUNE 15, 2016 AND IN GGAC’S DEFINITIVE PROXY STATEMENT FILED ON MARCH 31, 2016.
THIS CURRENT REPORT ON FORM 8-K, INCLUDING THE EXHIBIT ATTACHED HERETO, MAY BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.
EARLYBIRDCAPITAL,
INC. (“EBC”), THE MANAGING UNDERWRITER OF GGAC’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN
JULY 2014, IS ASSISTING GGAC IN THESE EFFORTS, FOR WHICH EBC WILL RECEIVE A FEE OF US$4,600,000 IF THE BUSINESS COMBINATION IS
SUCCESSFULLY CONSUMMATED. GGAC, ITS DIRECTORS AND EXECUTIVE OFFICERS AND EBC MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION
OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF GGAC SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION.
SHAREHOLDERS
OF GGAC AND OTHER INTERESTED PERSONS ARE ADVISED TO READ GGAC’S DEFINITIVE PROXY STATEMENT IN CONNECTION WITH GGAC’S
SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING, INCLUDING ANY SUPPLEMENTS OR AMENDMENTS THERETO, BECAUSE THE PROXY
STATEMENT WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ GGAC’S FINAL PROSPECTUS, DATED JUNE 25, 2014, AND
GGAC’S ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED JUNE 30, 2015, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF GGAC’S
OFFICERS AND DIRECTORS AND OF EBC AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE BUSINESS COMBINATION. THE
DEFINITIVE PROXY STATEMENT WAS MAILED TO SHAREHOLDERS OF RECORD AS OF MARCH 28, 2016. SHAREHOLDERS ALSO MAY OBTAIN A COPY OF THE
DEFINITIVE PROXY STATEMENT, INCLUDING ANY SUPPLEMENTS OR AMENDMENTS THERETO, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: GGAC,
Av Brig. Faria Lima, 1485-19 Andar, Brasilinvest Plaza CEP 01452-002, Sao Paulo, BraziL,
aTTn: sECRETARY, or email: jmriva@garnerogroup.com
. THE DEFINITIVE PROXY STATEMENT, INCLUDING ANY SUPPLEMENTS OR AMENDMENTS
THERETO, AND THE FINAL PROSPECTUS AND ANNUAL REPORT ON FORM 10-K CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE
COMMISSION’S INTERNET SITE (http://www.sec.gov).
ADDITIONAL
INFORMATION AND FORWARD-LOOKING STATEMENTS
This
report and the exhibit hereto are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any
securities or in respect of the proposed transaction. This report and the exhibit hereto shall not constitute an offer to sell
or a solicitation of an offer to buy the securities of GGAC or THE COMPANY, nor shall there be any sale of any such securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction.
This
report and the exhibit hereto include “forward-looking statements” within the meaning of the safe harbor provisions
of the U.S. Private Securities Litigation Reform Act of 1995. THE COMPANY’S actual results may differ from its expectations,
estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future
events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation,
GGAC’S and THE COMPANY’S expectations with respect to future performance, anticipated financial impacts of the BUSINESS
COMBINATION and related transactions; approval of the BUSINESS COMBINATION and related transactions by security holders; the satisfaction
of the closing conditions to the BUSINESS COMBINATION and related transactions; and the timing of the completion of the BUSINESS
COMBINATION and related transactions.
These
forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially
from the expected results. Most of these factors are outside the parties’ control and difficult to predict. Factors that
may cause such differences include: business conditions; weather and natural disasters; changing interpretations of GAAP; outcomes
of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations;
legislation or regulatory environments, requirements or changes adversely affecting the business in which the company is engaged;
fluctuations in customer demand; management of rapid growth; intensity of competition from other APPAREL RETAILERS; general economic
conditions; and geopolitical events and regulatory changes. Other factors include the possibility that the BUSINESS COMBINATION
does not close, including due to the failure to obtain a necessary extension of the deadline to consummate an initial business
combination, the failure to receive required security holder approvals, or the failure TO SATISFY other closing conditions.
The
foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in GGAC’S
most recent filings with the SEC INCLUDING THE DEFINITIVE PROXY STATEMENT. All subsequent written and oral forward-looking statements
concerning GGAC and THE COMPANY, the BUSINESS COMBINATION, the related transactions or other matters and attributable to GGAC
and THE COMPANY or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither
GGAC nor THE COMPANY undertakeS or acceptS any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement
is based.
Item
8.01 Other Events.
On
June 17, 2016, GGAC issued a press release announcing that it intends to adjourn the extraordinary general meeting of its shareholders
scheduled for June 22, 2016, without conducting any business, and to reconvene the extraordinary general meeting on July 19, 2016.
The press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits.
Exhibit
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Description
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99.1
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Press
release dated June 17, 2016.
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SIGNATURE
Pursuant
to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated:
June 17, 2016
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GARNERO
GROUP ACQUISITION COMPANY
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By:
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/s/
Mario Garnero
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Name:
Mario Garnero
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Title:
Chief Executive Officer
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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 combination, announced today that it intends to
adjourn the extraordinary general meeting of its shareholders scheduled for 10:00 a.m., eastern time, on June 22, 2016, without
conducting any business, and to reconvene the extraordinary general meeting at 10:00 a.m., eastern time, on July 19, 2016.
This
will be the third adjournment of the extraordinary general meeting. The extraordinary general meeting was originally scheduled
for April 25, 2016 and was previously adjourned until May 23, 2016 and then until June 22, 2016.
The
purpose of the extraordinary general meeting is to consider the proposed business combination with Q1 Comercial de Roupas S.A.
("Grupo Colombo" or "GC"), a leading apparel retailer in Brazil, and certain related proposals. GGAC determined
that an additional adjournment of the extraordinary general meeting was necessary to provide additional time for GC to finalize
the previously disclosed financial restructuring and for GGAC to deliver additional information regarding the transaction to its
shareholders.
The
extraordinary general meeting will be reconvened on July 19, 2016 at the offices of Graubard Miller, GGAC's U.S. counsel, at The
Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174, the same location as the original meeting and previous
adjournments. GGAC will send a written notice of the adjournment to its shareholders. Consideration of the business combination
proposal at the reconvened extraordinary general meeting is dependent upon GGAC's shareholders approving an extension of the deadline
for GGAC to complete an initial business combination from June 25, 2016 to July 22, 2016. If this extension is not approved, GGAC
will automatically wind up, dissolve and liquidate starting by June 25, 2016, and accordingly the business combination will be
terminated.
GGAC
encourages all of its shareholders to vote at the reconvened extraordinary general meeting. If you have already provided voting
instructions, your shares will be voted in accordance with these instructions at the reconvened extraordinary general meeting,
unless you affirmatively change your instructions as described in the proxy statement for the extraordinary general meeting.
About
Q1 Comercial de Roupas S.A.
Founded
in 1917, Grupo Colombo is one of Brazil's leading retailers with a focus on menswear, with approximately 400 stores throughout
the country. GC has strong brand awareness for its clothing and is known for its high quality products at competitive prices.
Basic pieces that don't go out of fashion which consumers wear day-to-day for business or leisure are found throughout the year
in its stores. Beyond the basics, GC also has a premium line that brings fresh ideas every season. For more information, please
visit www.grupocolombo.com.br/investors.
About
Garnero Group Acquisition Company
GGAC
was incorporated in the Cayman Islands on February 11, 2014 as a blank check company whose objective is to acquire, through a
merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination,
one or more businesses or entities.
Additional
Information
This
press release is not a proxy statement or a solicitation of proxies from the holders of GGAC's ordinary shares and does not constitute
an offer of any securities of GGAC for sale. Any solicitation of proxies will be made only by the definitive proxy statement that
GGAC has mailed to all shareholders and filed with the Securities and Exchange Commission, including any supplements or amendments
thereto.
GGAC,
its directors and executive officers and EarlyBirdCapital, Inc. may be deemed to be participants in the solicitation of proxies
for the extraordinary general meeting of GGAC shareholders to be held to approve the proposed transaction. Shareholders are advised
to read GGAC's definitive proxy statement in connection with the solicitation of proxies for the extraordinary general meeting,
including any supplements or amendments thereto, because this proxy statement will contain important information. The definitive
proxy statement has been mailed to shareholders as of March 28, 2016. Shareholders also may obtain a copy of the proxy statement,
including any supplements or amendments thereto, without charge, by directing a request to: EarlyBirdCapital, Inc., 366 Madison
Avenue, 8th Floor, New York, NY 10017. The definitive proxy statement, including any supplements or amendments thereto, also can
be obtained, without charge, at the Securities and Exchange Commission's internet site (www.sec.gov).
Forward
Looking Statements
This
press release includes certain forward-looking statements, including statements regarding future financial performance, future
growth and future acquisitions. These statements are based on Grupo Colombo's and GGAC's managements' current expectations or
beliefs and are subject to risk, uncertainty and changes in circumstances. Actual results may vary materially from those expressed
or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks
and uncertainties affecting the operation of Grupo Colombo's business. These risks, uncertainties and contingencies include: business
conditions; changing interpretations of GAAP; fluctuations in customer demand; management of rapid growth; intensity of competition
from other providers of products and services; general economic conditions; geopolitical events and regulatory changes; the possibility
that the transactions do not close, including due to the failure to obtain a necessary extension of the deadline to consummate
an initial business combination, the failure to receive required shareholder approvals or the failure of other closing conditions,
such as receipt of necessary governmental or regulatory approvals; and other factors set forth in GGAC's filings with the Securities
and Exchange Commission. The information set forth herein should be read in light of such risks. Neither GGAC nor Grupo Colombo
is under any obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether
as a result of new information, future events, changes in assumptions or otherwise.
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