SCGQ Scg Financial Acquisition Corp (MM)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCG FINANCIAL ACQUISITION CORP.

(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

78404K103

(CUSIP Number of Common Stock)

Gregory H. Sachs

Chairman, President and Chief Executive Officer

SCG Financial Acquisition Corp.

615 N. Wabash Avenue

Chicago, Illinois 60611

(312) 784-3960

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

with a copy to:

Ameer Ahmad

Greenberg Traurig LLP

77 West Wacker Drive

Suite 3100

Chicago, Illinois 60601

(312) 456-8400

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

o    third-party tender offer subject to Rule 14d-1.

þ    issuer tender offer subject to Rule 13e-4.

o    going-private transaction subject to Rule 13e-3.

o    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:     o

TABLE OF CONTENTS

INTRODUCTION

Item 11. Additional Information

Item 12. Exhibits

SIGNATURE

INDEX TO EXHIBITS

SCHEDULE TO

Introduction

SCG Financial Acquisition Corp., a Delaware corporation (“ SCG ”), hereby amends and supplements its Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on February 11, 2013 (the “ Original Schedule TO ”) as Amended by Amendment No. 1 to Schedule TO filed with the Securities and Exchange Commission on March 1, 2013 (“Amendment No. 1”), pursuant to this Amendment No. 2 to Schedule TO (this “ Amendment No. 2 ”, and the Original Schedule TO, as amended by Amendment No. 1 and this Amendment No. 2, this “ Schedule TO ”).  This Schedule TO relates to the offer by SCG to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share, of SCG (the “ SCG Common Shares ”) issued as part of the units in SCG’s initial public offering (the “ IPO ”, and each SCG Common Share issued as part of the units in the IPO, a “ Public Share ”), at a purchase price of $10.00 per SCG Common Share, net to the seller in cash, without interest (the “ Share Purchase Price ” or “ Purchase Price ”), upon the terms and subject to the conditions described in the Offer to Purchase for Cash (the “ Offer to Purchase ”), dated February 11, 2013, previously filed as Exhibit (a)(1)(A) to the Original Schedule TO, and in the related Letter of Transmittal for the Public Shares, previously filed as Exhibit (a)(1)(B) to the Original Schedule TO (the “ Letter of Transmittal ”, which, together with the Offer to Purchase, as they may be amended or supplemented from time to time, constitute the “ Offer ”).  The Offer expires at 5:00 p.m. Eastern Time, on March 21, 2013, unless the Offer is further extended.

 This Amendment No. 2 to Schedule TO should be read in conjunction with the Original Schedule TO, Amendment No. 1, the Offer to Purchase and the Letter of Transmittal, as the same may be further amended hereafter and filed with the Securities and Exchange Commission. Capitalized terms used and not defined herein have the meanings assigned to such terms in the Offer to Purchase.

This Amendment No. 2 to Schedule TO, as it amends and supplements the Schedule TO, is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 amends and supplements only the items and exhibits to the Schedule TO that are being amended and supplemented, and unaffected items and exhibits are not included herein.

Item 11.   Additional Information.

(b) Other Material Information.

Section (b) of Item 11 is hereby amended and supplemented by adding the following:

On March 6, 2013, SCG made available to its investors a presentation. A copy of the investor presentation is filed as Exhibit (a)(1)(I) hereto and is incorporated herein by reference.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.