Statistiche di base
| CIK | 1608298 |
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 TortoiseEcofin Acquisition Corp III - Units (1 Ord Share Class A & 1/4 War)
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| February 14, 2017 |
TRTLU / Terrapin 3 Acquisition Corporation / Weiss Asset Management LP Passive Investment =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 13, 2017 |
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)* YATRA USA CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88104P203 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des |
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| February 9, 2017 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Yatra USA Corp. (f/k/a Terrapin 3 Acquisition Corporation) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88104P104 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of This Statement) Check the |
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| December 27, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36547 YATRA USA CORP. (Exact name of registrant as specified in its char |
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| December 22, 2016 |
CERTIFICATE OF INCORPORATION Yatra USA Corp. ARTICLE I Exhibit 3.1 CERTIFICATE OF INCORPORATION OF Yatra USA Corp. ARTICLE I NAME The name of the corporation is Yatra USA Corp. (the ?Corporation?). ARTICLE II PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the ?DGCL?). In addition to the powers and privileges conferred |
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| December 22, 2016 |
AMENDMENT TO FORWARD PURCHASE CONTRACT Exhibit 10.2 AMENDMENT TO FORWARD PURCHASE CONTRACT AMENDMENT No. 1 (this ?Amendment?), dated as of December 16, 2016, to the Forward Purchase Contract (the ?Agreement?), dated as of July 16, 2014, between MIHI LLC, a Delaware limited liability company (?MIHI?), and Terrapin 3 Acquisition Corporation, a Delaware corporation (?Terrapin?). Capitalized terms used but not defined herein shall have the |
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| December 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????????? Form 8-K ??????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2016 ??????????? YATRA USA CORP. (Exact name of registrant as specified in its charter) ??????????? Delaware 001-36547 46-4388636 (State or other |
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| December 22, 2016 |
Exhibit 10.1 EXCHANGE AND SUPPORT AGREEMENT by and among YATRA ONLINE, INC. and THE HOLDERS OF SHARES OF CLASS F COMMON STOCK OF TERRAPIN 3 ACQUISITION CORPORATION Dated December 16, 2016 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 Defined Terms 1 Section 1.2 Terms Generally 3 Article II EXCHANGE RIGHT 4 Section 2.1 Exchange Right 4 Section 2.2 Exchange Right Procedures 4 Section 2. |
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| December 22, 2016 |
Terrapin 3 Acquisition Corporation Completes Business Combination with Yatra Online Exhibit 99.1 Terrapin 3 Acquisition Corporation Completes Business Combination with Yatra Online NEW YORK and Gurgaon, India, December 16, 2016 /PRNewswire/ Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, TRTLU, TRTLW, ?TRTL?) today announced that it completed its business combination with Yatra Online, Inc. (?Yatra?), a rapidly growing, India-based online travel agent. The transaction was unani |
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| December 22, 2016 |
Exhibit 10.3 FORFEITURE AGREEMENT Terrapin 3 Acquisition Corporation December 16, 2016 1700 Broadway 18th Floor New York, NY 10022 Yatra Online, Inc. 1101-03, Tower B 11th Floor, Unitech Cyber Park Sector ? 39, Gurgaon ? 122 001 Re: Forfeiture Agreement Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in connection with that certain Amended and Restated Busines |
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| December 14, 2016 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-43886 |
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| December 14, 2016 |
Terrapin 3 Acquisition Corporation Stockholders Approve Business Combination With Yatra Online, Inc. Exhibit 99.1 Terrapin 3 Acquisition Corporation Stockholders Approve Business Combination With Yatra Online, Inc. NEW YORK and Gurgaon, India, December 13, 2016 /PRNewswire/ Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, “TRTL”) announced today that TRTL’s stockholders have voted to approve the proposed business combination (the “Transaction”) with Yatra Online, Inc. (“Yatra”), which will resul |
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| December 6, 2016 |
8-K 1 v4545078k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Dela |
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| December 6, 2016 |
Terrapin 3 Acquisition 8-K (Prospectus) 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 5, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-438863 |
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| November 23, 2016 |
Terrapin 3 Acquisition DEFM14A DEFM14A 1 v453617defm14a.htm DEFM14A 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 |
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| November 10, 2016 |
SC 13G/A 1 sch13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Terrapin 3 Acquisition Corporation (Name of Issuer) Class A common stock (Title of Class of Securities) 88104P104 (CUSIP Number) October 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| November 9, 2016 |
Terrapin 3 Acquisition 10-Q (Quarterly Report) 10-Q 1 v45110710q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: |
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| November 1, 2016 |
Regulation FD Disclosure, 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): November 1, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-438863 |
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| November 1, 2016 |
PAGE 0 November 2016 Investor Presentation Exhibit 99.1 PAGE 0 November 2016 Investor Presentation PAGE 1 Neither Terrapin 3 Acquisition Corporation (?Terrapin?) nor Yatra Online, Inc. (?Yatra?) nor any of their respective affiliat es make any representation or warranty as to the accuracy or completeness of the information contained in this presentation. This presentation has been prepared to ass ist interested parties in making their own |
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| November 1, 2016 |
Terrapin 3 Acquisition 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-438863 |
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| November 1, 2016 |
PAGE 0 November 2016 Investor Presentation Exhibit 99.1 PAGE 0 November 2016 Investor Presentation PAGE 1 Neither Terrapin 3 Acquisition Corporation (“Terrapin”) nor Yatra Online, Inc. (“Yatra”) nor any of their respective affiliat es make any representation or warranty as to the accuracy or completeness of the information contained in this presentation. This presentation has been prepared to ass ist interested parties in making their own |
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| October 14, 2016 |
PAGE 0 October 2016 Investor Presentation Exhibit 99.1 PAGE 0 October 2016 Investor Presentation PAGE 1 Neither Terrapin 3 Acquisition Corporation (“Terrapin”) nor Yatra Online, Inc. (“Yatra”) nor any of their respective affiliat es make any representation or warranty as to the accuracy or completeness of the information contained in this presentation. This presentation has been prepared to ass ist interested parties in making their own e |
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| October 14, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-438863 |
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| October 14, 2016 |
PAGE 0 October 2016 Investor Presentation Exhibit 99.1 PAGE 0 October 2016 Investor Presentation PAGE 1 Neither Terrapin 3 Acquisition Corporation (?Terrapin?) nor Yatra Online, Inc. (?Yatra?) nor any of their respective affiliat es make any representation or warranty as to the accuracy or completeness of the information contained in this presentation. This presentation has been prepared to ass ist interested parties in making their own e |
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| October 14, 2016 |
Terrapin 3 Acquisition FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-438863 |
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| September 30, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388 |
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| September 30, 2016 |
EX-2.1 2 v449826ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT dated as of September 26, 2016 by and among YATRA ONLINE, INC., T3 PARENT CORP., T3 MERGER SUB CORP., TERRAPIN 3 ACQUISITION CORPORATION, MIHI LLC, solely for purposes of Article X, together with the underlying provisions of this Agreement to the extent that they are impacted by Article X and SHAR |
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| September 30, 2016 |
Terrapin 3 Acquisition FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388 |
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| September 30, 2016 |
Exhibit 2.1 AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT dated as of September 26, 2016 by and among YATRA ONLINE, INC., T3 PARENT CORP., T3 MERGER SUB CORP., TERRAPIN 3 ACQUISITION CORPORATION, MIHI LLC, solely for purposes of Article X, together with the underlying provisions of this Agreement to the extent that they are impacted by Article X and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a |
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| September 8, 2016 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, of Terrapin 3 Acquisition Corp, is being filed, and all amendments thereto will be filed, on behalf of e |
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| September 8, 2016 |
SC 13G Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Terrapin 3 Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 88104P203 (CUSIP Number) August 31st, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| August 26, 2016 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 23, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 |
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| August 26, 2016 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 23, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 |
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| August 10, 2016 |
SC 13G/A 1 sch13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Terrapin 3 Acquisition Corporation (Name of Issuer) Class A common stock (Title of Class of Securities) 88104P104 (CUSIP Number) July 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| August 10, 2016 |
SC 13G/A 1 sch13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Terrapin 3 Acquisition Corporation (Name of Issuer) Class A common stock (Title of Class of Securities) 88104P104 (CUSIP Number) July 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| August 9, 2016 |
Terrapin 3 Acquisition 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36547 TERRAPIN 3 ACQUISITION |
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| July 22, 2016 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION July 21, 2016 Terrapin 3 Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Terrapin 3 Acquisition Corporation”. The original certificate of inc |
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| July 22, 2016 |
AMENDMENT NO. 1 TO THE trust agreement Exhibit 10.1 AMENDMENT NO. 1 TO THE trust agreement This Amendment No. 1 (this ?Amendment?), dated as of July 21, 2016, to the Trust Agreement (as defined below) is made by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company (the ?Trustee?). All terms used but not defined herein shall have the meanings assigned to the |
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| July 22, 2016 |
8-K 1 v4447958k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— De |
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| July 22, 2016 |
Exhibit 10.2 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 22, 2016 |
Terrapin 3 Acquisition Corporation Extends Date to Consummate Business Combination Exhibit 99.1 Terrapin 3 Acquisition Corporation Extends Date to Consummate Business Combination NEW YORK and Gurgaon, India, July 22, 2016 /PRNewswire/ Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, ?TRTL?) today announced that, in connection with the July 19, 2016 approval by TRTL stockholders to extend the date by which it must complete a business combination (the ?Extension?), holders of app |
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| July 22, 2016 |
EX-3.1 2 v444795ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION July 21, 2016 Terrapin 3 Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Terrapin 3 Acquisition Corpora |
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| July 22, 2016 |
AMENDMENT NO. 1 TO THE trust agreement Exhibit 10.1 AMENDMENT NO. 1 TO THE trust agreement This Amendment No. 1 (this ?Amendment?), dated as of July 21, 2016, to the Trust Agreement (as defined below) is made by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company (the ?Trustee?). All terms used but not defined herein shall have the meanings assigned to the |
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| July 22, 2016 |
Exhibit 10.2 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 22, 2016 |
Terrapin 3 Acquisition FORM 8-K (Prospectus) 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 19, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 ( |
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| July 22, 2016 |
Terrapin 3 Acquisition Corporation Extends Date to Consummate Business Combination Exhibit 99.1 Terrapin 3 Acquisition Corporation Extends Date to Consummate Business Combination NEW YORK and Gurgaon, India, July 22, 2016 /PRNewswire/ Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, “TRTL”) today announced that, in connection with the July 19, 2016 approval by TRTL stockholders to extend the date by which it must complete a business combination (the “Extension”), holders of app |
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| July 19, 2016 |
Exhibit 99.1 Terrapin 3 Acquisition Corporation Shareholders Approve an Extension to Date to Consummate a Business Combination NEW YORK and Gurgaon, India, July 19, 2016 /PRNewswire/ Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, ?TRTL?) today announced that it has received stockholder approval to extend the date by which it must complete a business combination to December 19, 2016 (the ?Extens |
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| July 19, 2016 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 ( |
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| July 19, 2016 |
Exhibit 99.1 Terrapin 3 Acquisition Corporation Shareholders Approve an Extension to Date to Consummate a Business Combination NEW YORK and Gurgaon, India, July 19, 2016 /PRNewswire/ Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, “TRTL”) today announced that it has received stockholder approval to extend the date by which it must complete a business combination to December 19, 2016 (the “Extens |
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| July 19, 2016 |
Terrapin 3 Acquisition FORM 8-K (Prospectus) 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 19, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 ( |
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| July 18, 2016 |
Exhibit 10.1 Macquarie Capital (USA) Inc. A Member of the Macquarie Group of Companies 125 West 55th Street Telephone 1 212 231 1000 New York, NY 10019 Tollfree 1 800 648 2878 UNITED STATES Facsimile 1 212 231 1717 Internet www.macquarie.com July 13, 2016 Mr. Sanjay Arora Chief Executive Officer Terrapin 3 Acquisition Corporation 1700 Broadway, 18th Floor New York, NY 10019 Dear Mr. Arora: We refe |
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| July 18, 2016 |
Terrapin 3 Acquisition Corporation 1700 Broadway 18th Floor New York, NY 10019 Exhibit 10.2 Terrapin 3 Acquisition Corporation 1700 Broadway 18th Floor New York, NY 10019 July 13, 2016 Deutsche Bank Securities Inc. 60 Wall Street, 2nd Floor New York, New York 10005 Re: Deferred Discount Reduction Ladies and Gentlemen: Reference is made to the following agreements: (i) the Underwriting Agreement, dated July 16, 2014 (the ?Underwriting Agreement?), between Terrapin 3 Acquisiti |
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| July 18, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 ( |
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| July 18, 2016 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of July 13, 2016 by and among YATRA ONLINE, INC., T3 PARENT CORP., T3 MERGER SUB CORP., TERRAPIN 3 ACQUISITION CORPORATION, MIHI LLC, solely for purposes of Article X, together with the underlying provisions of this Agreement to the extent that they are impacted by Article X and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Shareholders’ Repres |
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| July 18, 2016 |
Terrapin 3 Acquisition Corporation 1700 Broadway 18th Floor New York, NY 10019 Exhibit 10.2 Terrapin 3 Acquisition Corporation 1700 Broadway 18th Floor New York, NY 10019 July 13, 2016 Deutsche Bank Securities Inc. 60 Wall Street, 2nd Floor New York, New York 10005 Re: Deferred Discount Reduction Ladies and Gentlemen: Reference is made to the following agreements: (i) the Underwriting Agreement, dated July 16, 2014 (the ?Underwriting Agreement?), between Terrapin 3 Acquisiti |
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| July 18, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 v4442888k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— De |
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| July 18, 2016 |
Exhibit 10.1 Macquarie Capital (USA) Inc. A Member of the Macquarie Group of Companies 125 West 55th Street Telephone 1 212 231 1000 New York, NY 10019 Tollfree 1 800 648 2878 UNITED STATES Facsimile 1 212 231 1717 Internet www.macquarie.com July 13, 2016 Mr. Sanjay Arora Chief Executive Officer Terrapin 3 Acquisition Corporation 1700 Broadway, 18th Floor New York, NY 10019 Dear Mr. Arora: We refe |
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| July 18, 2016 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of July 13, 2016 by and among YATRA ONLINE, INC., T3 PARENT CORP., T3 MERGER SUB CORP., TERRAPIN 3 ACQUISITION CORPORATION, MIHI LLC, solely for purposes of Article X, together with the underlying provisions of this Agreement to the extent that they are impacted by Article X and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Shareholders’ Repres |
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| July 14, 2016 |
Investor presentation July 14, 2016 Exhibit 99.1 Investor presentation July 14, 2016 PAGE 1 Neither Terrapin 3 Acquisition Corporation (?Terrapin?) nor Yatra Online, Inc. (? Yatra ?) nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in the presentation. This presentation has been prepared to assi st interested parties in making their own evalua |
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| July 14, 2016 |
Terrapin 3 Acquisition FORM 8-K (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): July 14, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 ( |
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| July 14, 2016 |
Investor presentation July 14, 2016 Exhibit 99.1 Investor presentation July 14, 2016 PAGE 1 Neither Terrapin 3 Acquisition Corporation (?Terrapin?) nor Yatra Online, Inc. (? Yatra ?) nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in the presentation. This presentation has been prepared to assi st interested parties in making their own evalua |
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| July 14, 2016 |
Terrapin 3 Acquisition FORM 8-K (Prospectus) 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 14, 2016 ??????????? TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ??????????? Delaware 001-36547 46-4388636 ( |
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| July 14, 2016 |
Terrapin 3 Acquisition Corporation Announces Business Combination with Yatra Online, Inc. Exhibit 99.1 Terrapin 3 Acquisition Corporation Announces Business Combination with Yatra Online, Inc. Yatra is one of the fastest growing online travel agents serving India, one of the world’s fastest growing economies The transaction will provide capital and financial flexibility intended to further accelerate Yatra’s growth Investor conference call scheduled for Thursday, July 14, at 10:00 a.m. |
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| July 14, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 v4441738k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— De |
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| July 14, 2016 |
Terrapin 3 Acquisition Corporation Announces Business Combination with Yatra Online, Inc. Exhibit 99.1 Terrapin 3 Acquisition Corporation Announces Business Combination with Yatra Online, Inc. Yatra is one of the fastest growing online travel agents serving India, one of the world’s fastest growing economies The transaction will provide capital and financial flexibility intended to further accelerate Yatra’s growth Investor conference call scheduled for Thursday, July 14, at 10:00 a.m. |
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| July 14, 2016 |
Terrapin 3 Acquisition FORM 8-K (Prospectus) 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 13, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 ( |
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| July 13, 2016 |
Terrapin 3 Acquisition DEFA14A 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)) ¨ Definitive Proxy State |
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| July 13, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————————— Form 8-K ——————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 ( |
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| July 11, 2016 |
Terrapin 3 Acquisition DEFA14A 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)) ¨ Definitive Proxy State |
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| July 11, 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): July 11, 2016 ——————————— TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ——————————— Delaware 001-36547 46-4388636 ( |
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| July 11, 2016 |
EXHIBIT 99.1 Terrapin 3 Acquisition Corporation Announces Intent to Convene and Adjourn its Special Meeting of Stockholders to July 19, 2016 NEW YORK, July 11, 2016 /PRNewswire/ ? Terrapin 3 Acquisition Corporation (NASDAQ: TRTL, TRTLU, TRTLW) (the ?Company?) today announced that it intends to convene and then adjourn, without conducting any business, its special meeting of stockholders scheduled |
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| June 10, 2016 |
Terrapin 3 Acquisition DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ 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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| May 18, 2016 |
Terrapin 3 Acquisition PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x 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 4, 2016 |
Terrapin 3 Acquisition FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36547 TERRAPIN 3 ACQUISITIO |
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| March 1, 2016 |
Terrapin 3 Acquisition FORM 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36547 TERRAPIN 3 ACQUISITION CORPO |
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| February 17, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TERRAPIN 3 ACQUISITION CORPORATION (Name of Issuer) Class A common stock (Title of Class of Securities) 88104P104 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 12, 2016 |
Terrapin 3 Acquisition SC 13G (Passive Acquisition of More Than 5% of Shares) SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Terrapin 3 Acquisition Corporation (Name of Issuer) Class A common stock (Title of Class of Securities) 88104P104 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the ru |
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| February 12, 2016 |
EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, of Terrapin 3 Acquisition Corp, is being filed, and all amendments thereto will be filed, on behalf of e |
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| February 12, 2016 |
Terrapin 3 Acquisition SCHEDULE 13G/A (Passive Acquisition of More Than 5% of Shares) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 12, 2016 |
TRTLU / Terrapin 3 Acquisition Corporation / TD ASSET MANAGEMENT INC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Terrapin 3 Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 88104P203 (CUSIP Number) December 31st, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 2, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TERRAPIN 3 ACQUISITION CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88104P203 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| December 9, 2015 |
Submission of Matters to a Vote of Security Holders 8-K 1 v4266388k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2015 TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36547 46-4388636 (State or |
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| November 13, 2015 |
Terrapin 3 Acquisition DEF 14A DEF 14A 1 v424454def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of Commission |
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| November 4, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36547 TERRAPIN 3 ACQUIS |
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| August 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36547 TERRAPIN 3 ACQUISITION |
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| July 22, 2015 |
TRTL / Terrapin 3 Acquisition Corporation / MACQUARIE GROUP LTD - SCHEDULE 13G Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Terrapin 3 Acquisition Corporation (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 88104P 104 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| May 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36547 TERRAPIN 3 ACQUISITIO |
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| March 25, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36547 TERRAPIN 3 ACQUISITION CORPO |
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| February 17, 2015 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Terrapin 3 Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88104P104 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate |
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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. )* TERRAPIN 3 ACQUISITION CORPORATION (Name of Issuer) Class A common stock (Title of Class of Securities) 88104P104 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 17, 2015 |
TRTL / Terrapin 3 Acquisition Corporation / Leight Nathan - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Terrapin 3 Acquisition Corporation (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 88104P 104 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 13, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Terrapin 3 Acquisition Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88104P203 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(b) o Rule 13d-1(c) o Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
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| February 12, 2015 |
EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, of Terrapin 3 Acquisition Corp, is being filed, and all amendments thereto will be filed, on behalf of e |
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| February 12, 2015 |
TRTLU / Terrapin 3 Acquisition Corporation / TD ASSET MANAGEMENT INC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Terrapin 3 Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 88104P203 (CUSIP Number) December 31st, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| February 5, 2015 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TERRAPIN 3 ACQUISITION CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88104P203 (CUSIP Number) Paul Friedman BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, N |
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| November 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36547 TERRAPIN 3 ACQUIS |
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| August 26, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36547 TERRAPIN 3 ACQUISITION C |
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| August 15, 2014 |
Exhibit 99.1 TERRAPIN 3 ACQUISITION CORPORATION COMMON STOCK AND WARRANTS TO COMMENCE TRADING SEPARATELY ON AUGUST 18, 2014 NEW YORK, NY, August 15, 2014 /PRNewswire/ - Terrapin 3 Acquisition Corporation (the “Company”) (NASDAQ: TRTLU) today announced that the holders of the Company’s units may elect to separately trade the common stock and warrants underlying the units commencing August 18, 2014. |
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| August 15, 2014 |
Exhibit 16.1 KPMG LLP 1350 Avenue of the Americas New York, NY 10019 Telephone 212 997 0500 Fax 212 730 6892 Internet www.us.kpmg.com August 15, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Ladies and Gentlemen: We were previously principal accountants for Terrapin 3 Acquisition Corporation and, under the date of July 28, 2014, we reported on the balance s |
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| August 15, 2014 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2014 (August 14, 2014) TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36547 46-4388636 (State or other juris |
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| July 28, 2014 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2014 (July 22, 2014) TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36547 46-4388636 (State or other jurisdict |
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| July 28, 2014 |
TERRAPIN 3 ACQUISITION CORPORATION (a corporation in the development stage) Exhibit 99.1 TERRAPIN 3 ACQUISITION CORPORATION (a corporation in the development stage) Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Balance Sheet F-4 - F-11 F-1 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of Terrapin 3 Acquisition Corporation: We have audited the accompanying balanc |
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| July 24, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Terrapin 3 Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88104P203 (CUSIP Number) July 17, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the |
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| July 22, 2014 |
Terrapin 3 Acquisition Corporation July 16, 2014 590 Madison Avenue 35th Floor New York, NY 10022 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. |
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| July 22, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2014 (July 16, 2014) TERRAPIN 3 ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36547 46-4388636 (State or other jurisdict |
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| July 22, 2014 |
Terrapin 3 Acquisition Corporation July 16, 2014 590 Madison Avenue 35th Floor New York, New York 10022 Re: Agreement among Sponsors Gentlemen: This letter (this “Letter Agreement”) is being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”) by Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”) of units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0. |
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| July 22, 2014 |
18,500,000 Units1 Terrapin 3 Acquisition Corporation UNDERWRITING AGREEMENT Execution Version 18,500,000 Units1 Terrapin 3 Acquisition Corporation UNDERWRITING AGREEMENT July 16, 2014 Deutsche Bank Securities Inc. |
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| July 22, 2014 |
Terrapin 3 Acquisition Corporation Announces Closing of Initial Public Offering Terrapin 3 Acquisition Corporation Announces Closing of Initial Public Offering NEW YORK, July 22, 2014 /PRNewswire/ - Terrapin 3 Acquisition Corporation (NASDAQ:TRTLU) (the "Company") closed its initial public offering of 21,275,000 units, including 2,775,000 units issued pursuant to the full exercise by the underwriter of its over-allotment option. |
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| July 22, 2014 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TERRAPIN 3 ACQUISITION CORPORATION July 16, 2014 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION July 16, 2014 Terrapin 3 Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. |
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| July 22, 2014 |
EX-4.4 4 v384363ex4-4.htm EXHIBIT 4.4 TERRAPIN 3 ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 16, 2014 THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 16, 2014, is by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, |
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| July 22, 2014 |
INVESTMENT MANAGEMENT TRUST AGREEMENT EX-10.3 6 v384363ex10-3.htm EXHIBIT 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 16, 2014 by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statem |
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| July 22, 2014 |
Terrapin 3 Acquisition Corporation 590 Madison Avenue 35th Floor New York, NY 10022 Terrapin 3 Acquisition Corporation 590 Madison Avenue 35th Floor New York, NY 10022 July 16, 2014 Terrapin Partners, LLC 590 Madison Avenue 35th Floor New York, NY 10022 Re: Administrative Services Agreement Gentlemen: This letter will confirm our agreement that, commencing on the date the securities of Terrapin 3 Acquisition Corporation (the “Company”) are first listed on the NASDAQ Capital Marke |
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| July 22, 2014 |
Macquarie Capital (USA) Inc. A Member of the Macquarie Group of Companies 125 West 55th Street Telephone 1 212 231 1000 New York, NY 10019 Tollfree 1 800 648 2878 UNITED STATES Facsimile 1 212 231 1717 Internet www.macquarie.com July 16, 2014 Mr. Sanjay Arora Chief Executive Officer Terrapin 3 Acquisition Corporation 590 Madison Avenue, 35th Floor New York, NY 10022 Dear Mr. Arora: In recognition |
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| July 22, 2014 |
EX-10.4 7 v384363ex10-4.htm EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 2014, is made and entered into by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), Apple Orange LLC (“Apple Orange”), MIHI LLC (“MIHI”), Noyac Path LLC (“Noyac”), Periscope, LLC (“Periscope”) (collectively, the “Spon |
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| July 22, 2014 |
SPONSOR WARRANTS PURCHASE AGREEMENT SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 16, 2014 (as it may from time to time be amended and including all schedules referenced herein, this “Agreement”), is entered into by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and each of the purchasers that are signatories hereto (each, a “Purchaser” and collectively, the “Purchasers”). |
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| July 22, 2014 |
Terrapin 3 Acquisition Corporation 590 Madison Avenue New York, NY 10022 Terrapin 3 Acquisition Corporation 590 Madison Avenue New York, NY 10022 July 16, 2014 MIHI LLC 125 West 55th Street New York, NY 10019 Re: Forward Purchase Contract Ladies and Gentlemen: We are pleased to accept the offer MIHI, LLC (the “Subscriber” or “you”) has made to purchase an aggregate of (i) 4,000,000 units (the “Units”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), each Unit comprising one share of Class A Common Stock of the Company, par value $0. |
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| July 22, 2014 |
Terrapin 3 Acquisition Corporation Announces Pricing of $185 Million Initial Public Offering Terrapin 3 Acquisition Corporation Announces Pricing of $185 Million Initial Public Offering NEW YORK, July 17 , 2014 /PRNewswire/ - Yesterday Terrapin 3 Acquisition Corporation priced its initial public offering of 18. |
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| July 22, 2014 |
EX-10.10 10 v384363ex10-10.htm EXHIBIT 10.10 THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of July 16, 2014, is made and entered into by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Apple Orange LLC, MIHI LLC, Noyac Path LLC and Periscope, LLC (collectively, the “Sponsors”). RECITALS WHEREAS, the Company is engaged in an initial public |
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| July 17, 2014 |
Filed Pursuant to Rule 424(b)(4) Registration No. 333-196980 PROSPECTUS TERRAPIN 3 ACQUISITION CORPORATION $185,000,000 18,500,000 Units Terrapin 3 Acquisition Corporation is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which |
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| July 16, 2014 |
TRTL / Terrapin 3 Acquisition Corporation CORRESP - - Terrapin 3 Acquisition Corporation 590 Madison Avenue 35th Floor New York, NY 10022 July 16, 2014 VIA EDGAR John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 16, 2014 |
TRTL / Terrapin 3 Acquisition Corporation S-1/A - - S-1/A As filed with the Securities and Exchange Commission on July 15, 2014. Registration No. 333-196980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Terrapin 3 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 46-4388636 (State or other jurisdiction o |
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| July 16, 2014 |
TRTL / Terrapin 3 Acquisition Corporation 8-A12B - - FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Terrapin 3 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 46-4388636 (State of incorporation or organization) (I.R.S. employer identification no.) 590 Mad |
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| July 16, 2014 |
TRTL / Terrapin 3 Acquisition Corporation CORRESP - - July 16, 2014 VIA EDGAR John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 16, 2014 |
Exhibit 10.2 Terrapin 3 Acquisition Corporation , 2014 590 Madison Avenue 35th Floor New York, NY 10022 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Terrapin 3 Acquisition Corporation, a Delaware corporatio |
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| July 16, 2014 |
Exhibit 10.10 THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of [], 2014, is made and entered into by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Apple Orange LLC, MIHI LLC, Noyac Path LLC and Periscope, LLC (collectively, the “Sponsors”). RECITALS WHEREAS, the Company is engaged in an initial public offering (the “Offering”) pursuant |
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| July 15, 2014 |
TRTL / Terrapin 3 Acquisition Corporation CORRESP - - Terrapin 3 Acquisition Corporation 590 Madison Avenue, 35th Floor New York, New York 10022 July 15, 2014 Via EDGAR John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NW Washington, DC 20549 Re: Terrapin 3 Acquisition Corporation Amendment No. |
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| July 11, 2014 |
Exhibit 4.2 NUMBER C NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 88104P 104 TERRAPIN 3 ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF TERRAPIN 3 ACQUISITION CORPORATION (THE “CORPORATION”) transferabl |
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| July 11, 2014 |
Exhibit 99.4 Consent of ROB REDMOND Terrapin 3 Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bei |
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| July 11, 2014 |
CODE OF ETHICS TERRAPIN 3 ACQUISITION CORPORATION Exhibit 14 CODE OF ETHICS OF TERRAPIN 3 ACQUISITION CORPORATION 1. Introduction The Board of Directors (the “Board”) of Terrapin 3 Acquisition Corporation (the “Company”) has adopted this code of ethics (this “Code”), as amended from time by the Board and which is applicable to all directors, officers and employees of the Company to: • promote honest and ethical conduct, including the ethical hand |
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| July 11, 2014 |
Exhibit 99.6 Consent of VICTOR MENDELSON Terrapin 3 Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents t |
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| July 11, 2014 |
Exhibit 4.1 NUMBER UNITS U-[●] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 88104P 203 TERRAPIN 3 ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE WARRANT TO PURCHASE ONE-HALF OF ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Class A Co |
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| July 11, 2014 |
Exhibit 10.13 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 11, 2014 |
Terrapin 3 Acquisition Corporation 590 Madison Avenue 35th Floor New York, NY 10022 Exhibit 10.9 Terrapin 3 Acquisition Corporation 590 Madison Avenue 35th Floor New York, NY 10022 July [], 2014 Terrapin Partners, LLC 590 Madison Avenue 35th Floor New York, NY 10022 Re: Administrative Services Agreement Gentlemen: This letter will confirm our agreement that, commencing on the date the securities of Terrapin 3 Acquisition Corporation (the “Company”) are first listed on the NASDAQ |
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| July 11, 2014 |
SPONSOR WARRANTS PURCHASE AGREEMENT Exhibit 10.7 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [], 2014 (as it may from time to time be amended and including all schedules referenced herein, this “Agreement”), is entered into by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and each of the purchasers that are signatories hereto (each, a “Purchaser” |
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| July 11, 2014 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July [], 2014, is made and entered into by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), Apple Orange LLC (“Apple Orange”), MIHI LLC (“MIHI”), Noyac Path LLC (“Noyac”), Periscope LLC (“Periscope”) (collectively, the “Sponsors”) and Terrapin Partners |
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| July 11, 2014 |
INVESTMENT MANAGEMENT TRUST AGREEMENT EX-10.3 10 v383194ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July [], 2014 by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s regis |
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| July 11, 2014 |
Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2014, by and between TERRAPIN 3 ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with a |
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| July 11, 2014 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TERRAPIN 3 ACQUISITION CORPORATION July [__], 2014 Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION July [], 2014 Terrapin 3 Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Terrapin 3 Acquisition Corporation”. The original certificate of incorporation was fi |
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| July 11, 2014 |
Exhibit 10.10 THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of [], 2014, is made and entered into by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Apple Orange LLC, MIHI LLC, Noyac Path LLC and Periscope LLC (collectively, the “Sponsors”). RECITALS WHEREAS, the Company is engaged in an initial public offering (the “Offering”) pursuant t |
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| July 11, 2014 |
EX-4.4 7 v383194ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 TERRAPIN 3 ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July [], 2014 THIS WARRANT AGREEMENT (this “Agreement”), dated as of July [], 2014, is by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York c |
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| July 11, 2014 |
EX-99.3 22 v383194ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent of JONATHAN KAGAN Terrapin 3 Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as am |
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| July 11, 2014 |
TRTL / Terrapin 3 Acquisition Corporation S-1/A - - S-1/A As filed with the Securities and Exchange Commission on July 11, 2014. Registration No. 333-196980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Terrapin 3 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 46-4388636 (State or other jurisdiction o |
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| July 11, 2014 |
Exhibit 99.5 Consent of GEORGE BROKAW Terrapin 3 Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to b |
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| July 11, 2014 |
EX-10.2 9 v383194ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Terrapin 3 Acquisition Corporation , 2014 590 Madison Avenue 35th Floor New York, NY 10022 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Terrapin 3 Acqui |
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| July 11, 2014 |
18,500,000 Units1 Terrapin 3 Acquisition Corporation UNDERWRITING AGREEMENT 18,500,000 Units1 Terrapin 3 Acquisition Corporation UNDERWRITING AGREEMENT July [●], 2014 Deutsche Bank Securities Inc. |
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| July 11, 2014 |
Exhibit 16 July 11, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Ladies and Gentlemen: We have read Terrapin 3 Acquisition Corporation's statements included in this Registration Statement on Amendment No 2. to Form S-1 dated July 11, 2014 and are in agreement with the statements contained therein concerning our firm in response to Item 304(a) of Regulation |
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| July 11, 2014 |
Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW TERRAPIN 3 ACQUISITION CORPORATION Incorporated Under the Laws of the State of Delaware CUSIP 88104P 112 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, |
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| July 11, 2014 |
TERRAPIN 3 ACQUISITION CORPORATION AUDIT COMMITTEE CHARTER Exhibit 99.1 TERRAPIN 3 ACQUISITION CORPORATION AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Terrapin 3 Acquisition Corporation (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: · Performing the Board’s oversight responsibilities as they relate to the Company’s accoun |
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| July 11, 2014 |
Exhibit 99.2 TERRAPIN 3 ACQUISITION CORPORATION CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS The following Compensation Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”) on the date indicated above. 1. Members. The Board shall appoint the members of the Compensation |
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| July 8, 2014 |
TRTL / Terrapin 3 Acquisition Corporation CORRESP - - CORRESP 1 filename1.htm Terrapin 3 Acquisition Corporation 590 Madison Avenue, 35th Floor New York, New York 10022 July 8, 2014 Via EDGAR John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NW Washington, DC 20549 Re: Terrapin 3 Acquisition Corporation Amendment No. 1 to Registration Statement on Form S-1 Filed June 27, 20 |
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| June 27, 2014 |
Terrapin 3 Acquisition Corporation 590 Madison Avenue, 35th Floor New York, New York 10022 June 27, 2014 Via EDGAR John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NW Washington, DC 20549 Re: Terrapin 3 Acquisition Corporation Registration Statement on Form S-1 Filed June 23, 2014 File No. |
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| June 27, 2014 |
TRTL / Terrapin 3 Acquisition Corporation S-1/A - - FORM S-1/A As filed with the Securities and Exchange Commission on June 27, 2014. Registration No. 333-196980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Terrapin 3 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 46-4388636 (State or other jurisdiction o |
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| June 27, 2014 |
Terrapin 3 Acquisition Corporation , 2014 590 Madison Avenue 35th Floor New York, New York 10022 Re: Agreement among Sponsors Gentlemen: This letter (this “Letter Agreement”) is being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”) by Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”) of units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0. |
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| June 27, 2014 |
Exhibit 10.12 Macquarie Capital (USA) Inc. A Member of the Macquarie Group of Companies 125 West 55th Street Telephone 1 212 231 1000 New York, NY 10019 Tollfree 1 800 648 2878 UNITED STATES Facsimile 1 212 231 1717 Internet www.macquarie.com June 27, 2014 Mr. Sanjay Arora Chief Executive Officer Terrapin 3 Acquisition Corporation 590 Madison Avenue, 35th Floor New York, NY 10022 Dear Mr. Arora: I |
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| June 23, 2014 |
BY LAWS TerrapIn 3 Acquisition Corporation (THE “CORPORATION”) ARTICLE I BY LAWS OF TerrapIn 3 Acquisition Corporation (THE “CORPORATION”) ARTICLE I OFFICES Section 1. |
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| June 23, 2014 |
Terrapin 3 Acquisition Corporation 590 Madison Avenue, 35th Floor New York, New York 10022 June 23, 2014 Via EDGAR John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NW Washington, DC 20549 Re: Terrapin 3 Acquisition Corporation Draft Registration Statement on Form S-1 Submitted May 21, 2014 CIK No. |
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| June 23, 2014 |
CERTIFICATE OF INCORPORATION Terrapin 3 Acquisition Corporation CERTIFICATE OF INCORPORATION OF Terrapin 3 Acquisition Corporation The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST: The name of the corporation is Terrapin 3 Acquisition Corporation (the “Corporation”). |
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| June 23, 2014 |
Form of Securities Subscription Letter Agreement Terrapin 3 Acquisition Corporation 60 Edgewater Drive, Unit TSK Coral Gables, FL 33133 December 31, 2013 [SUBSCRIBER] [SUBSCRIBER’S ADDRESS] [SUBSCRIBER’S ADDRESS] RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer [SUBSCRIBER] (the “Subscriber” or “you”) has made to purchase an aggregate of [UNIT COUNT] units (the “Units”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company), each Unit comprising one share of common stock of the Company, par value $0. |
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| June 23, 2014 |
FORM OF FORWARD PURCHASE CONTRACT Terrapin 3 Acquisition Corporation 590 Madison Avenue New York, NY 10022 May [●], 2014 MIHI LLC 125 West 55th Street New York, NY 10019 Re: Forward Purchase Contract Ladies and Gentlemen: We are pleased to accept the offer MIHI, LLC (the “Subscriber” or “you”) has made to purchase an aggregate of 4,000,000 units (the “Units”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), each Unit comprising one share of Class A Common Stock of the Company, par value $0. |
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| June 23, 2014 |
EX-3.4 5 v381747ex3-4.htm EX 3.4 THIRD CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION Terrapin 3 Acquisition Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. The Certificate of Incorporation of the Corporation is hereby amended by insert |
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| June 23, 2014 |
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). |
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| June 23, 2014 |
FORM OF CANCELLATION OF WARRANTS FORM OF CANCELLATION OF WARRANTS Reference is made to that certain Securities Subscription Agreement, dated as of December 31, 2013, pursuant to which [] (the “Holder”) purchased and was issued [] units, each consisting of one share of the Company’s common stock, par value $0. |
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| June 23, 2014 |
FIRST CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION Terrapin 3 Acquisition Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. |
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| June 23, 2014 |
SECOND CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION Terrapin 3 Acquisition Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. |
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| June 23, 2014 |
Registration Statement - FORM S-1 As filed with the Securities and Exchange Commission on June 23, 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 Terrapin 3 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 46-4388636 (State or other jurisdiction of incorporation or organi |
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| May 21, 2014 |
CERTIFICATE OF INCORPORATION Terrapin 3 Acquisition Corporation CERTIFICATE OF INCORPORATION OF Terrapin 3 Acquisition Corporation The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST: The name of the corporation is Terrapin 3 Acquisition Corporation (the “Corporation”). |
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| May 21, 2014 |
Form of Securities Subscription Letter Agreement Terrapin 3 Acquisition Corporation 60 Edgewater Drive, Unit TSK Coral Gables, FL 33133 December 31, 2013 [SUBSCRIBER] [SUBSCRIBER’S ADDRESS] [SUBSCRIBER’S ADDRESS] RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer [SUBSCRIBER] (the “Subscriber” or “you”) has made to purchase an aggregate of [UNIT COUNT] units (the “Units”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company), each Unit comprising one share of common stock of the Company, par value $0. |
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| May 21, 2014 |
BY LAWS TerrapIn 3 Acquisition Corporation (THE “CORPORATION”) ARTICLE I BY LAWS OF TerrapIn 3 Acquisition Corporation (THE “CORPORATION”) ARTICLE I OFFICES Section 1. |
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| May 21, 2014 |
FIRST CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION Terrapin 3 Acquisition Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. |
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| May 21, 2014 |
FORM OF FORWARD PURCHASE CONTRACT Terrapin 3 Acquisition Corporation 590 Madison Avenue New York, NY 10022 May [●], 2014 MIHI LLC 125 West 55th Street New York, NY 10019 Re: Forward Purchase Contract Ladies and Gentlemen: We are pleased to accept the offer MIHI, LLC (the “Subscriber” or “you”) has made to purchase an aggregate of 4,000,000 units (the “Units”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), each Unit comprising one share of Class A Common Stock of the Company, par value $0. |
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| May 21, 2014 |
SECOND CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION Terrapin 3 Acquisition Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. |
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| May 21, 2014 |
This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. |
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| May 21, 2014 |
THIRD CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TERRAPIN 3 ACQUISITION CORPORATION Terrapin 3 Acquisition Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. |
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| May 21, 2014 |
FORM OF CANCELLATION OF WARRANTS FORM OF CANCELLATION OF WARRANTS Reference is made to that certain Securities Subscription Agreement, dated as of December 31, 2013, pursuant to which [] (the “Holder”) purchased and was issued [] units, each consisting of one share of the Company’s common stock, par value $0. |
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| May 21, 2014 |
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). |
