424B3 1 v442204_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)
Registration No. 333–210772

 
[GRAPHIC MISSING]   [GRAPHIC MISSING]

PROPOSED BUSINESS COMBINATION — YOUR VOTE IS VERY IMPORTANT

To the Stockholders of 1347 Capital Corp. and Unit Holders of Limbach Holdings LLC:

1347 Capital Corp., which we refer to as 1347 Capital, and Limbach Holdings LLC, which we refer to as Limbach, have entered into an Agreement and Plan of Merger, dated as of March 23, 2016, as may be amended, which we refer to as the Merger Agreement. Following the transactions contemplated by the Merger Agreement, which we refer to as the Business Combination, Limbach will continue as a wholly-owned subsidiary of 1347 Capital. FdG HVAC LLC, which we refer to as FdG, which owns approximately 80% of the outstanding membership interests of Limbach, has agreed to vote in favor of the Business Combination. The closing of the Business Combination is subject to a number of conditions including, among other things, (i) requisite 1347 Capital stockholder approval, (ii) that the amount available to be released to 1347 Capital from the trust account holding the proceeds of 1347 Capital’s initial public offering, which we refer to as the Trust Account, will be no less than $20 million and (iii) that 1347 Capital will have debt financing of at least $65 million, with no less than $40 million funded at the closing of the Business Combination. Pursuant to the Merger Agreement, 1347 Capital has agreed to pay to the holders of membership interests and holders of options to acquire membership interests of Limbach consideration in an aggregate amount of $60 million, comprised of between $35 million and $45 million in cash, between 1.5 million and 2.5 million shares of 1347 Capital’s common stock and up to 666,667 warrants to purchase one share of 1347 Capital’s common stock at an exercise price of $12.50. 1347 Capital is providing its public stockholders with the opportunity to convert their shares of 1347 Capital common stock into cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account upon the consummation of the Business Combination. The foregoing amounts will be based upon the amount of cash remaining in the Trust Account after giving effect to any such conversions. The estimated per share conversion price is expected to be $10.00.

1347 Capital is holding a special meeting on June 29, 2016, at 10:00 a.m., Eastern time, at the offices of Winston & Strawn LLP, 200 Park Avenue, New York, NY 10166, at which it will ask its stockholders to consider and vote upon proposals (i) to approve and adopt the Merger Agreement, which we refer to as the Business Combination Proposal, (ii) to approve and adopt 1347 Capital’s second amended and restated certificate of incorporation, (iii) to elect six directors to serve on the board of directors of 1347 Capital, (iv) to approve and adopt the 1347 Capital Corp. 2016 Omnibus Incentive Plan and (v) to adjourn the special meeting, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes to approve one or more proposals presented to 1347 Capital’s stockholders for vote or 1347 Capital determines that one or more closing conditions under the Merger Agreement will not be satisfied. The 1347 Capital board unanimously recommends that 1347 Capital stockholders vote “FOR” each of the proposals to be considered at the special meeting. Public stockholders of 1347 Capital must vote either for or against the Business Combination Proposal in order to exercise their conversion rights.

FdG will execute an action by written consent of the Limbach unit holders, which we refer to as the written consent, approving the Business Combination. Nevertheless, all Limbach unit holders will have the opportunity to elect to approve the Business Combination by returning to Limbach a signed written consent. The board of managers of Limbach recommends that its unit holders sign and return the written consent indicating their approval of the Business Combination.

The units, common stock, warrants and rights of 1347 Capital are currently listed on The Nasdaq Capital Market under the symbols “TFSCU,” “TFSC,” “TFSCW” and “TFSCR,” respectively. 1347 Capital has applied to continue the listing of its common stock on The Nasdaq Capital Market under the symbol “LMB” upon the closing of the Business Combination. Following the closing, it is expected that 1347 Capital’s warrants will trade on the OTC market under the symbol “LMBW.” We urge 1347 Capital stockholders to obtain a current market quotation of 1347 Capital’s common stock prior to casting their vote.

We cannot complete the Business Combination unless the 1347 Capital stockholders approve the proposals to be considered at the special meeting. Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the special meeting, please promptly complete and return the enclosed proxy card by mail or submit your proxy by telephone or through the Internet.

We encourage you to read this entire proxy statement/prospectus/information statement carefully. In particular, you should consider the matters discussed under “Risk Factors” beginning on page 26.

We look forward to a successful combination of 1347 Capital and Limbach.

Sincerely,

 
/s/ Gordon G. Pratt

Gordon G. Pratt
President, Chief Executive Officer & Director
1347 Capital Corp.
  /s/ Charles A. Bacon, III

Charles A. Bacon, III
Chairman and Chief Executive Officer
Limbach Holdings LLC

This proxy statement/prospectus/information statement is dated June 16, 2016 and is first being mailed to 1347 Capital stockholders and Limbach unit holders on or about June 16, 2016.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in, or the securities to be issued under, this proxy statement/prospectus/information statement, passed upon the merits or fairness of the business combination or related transactions or determined that this proxy statement/prospectus/information statement is accurate or complete. Any representation to the contrary is a criminal offense.


 
 

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1347 CAPITAL CORP.
150 Pierce Road, 6th Floor
Itasca, Illinois 60143
 
NOTICE OF SPECIAL MEETING IN LIEU OF 2016 ANNUAL MEETING
OF STOCKHOLDERS OF 1347 CAPITAL CORP.
 
To Be Held On June 29, 2016

To the Stockholders of 1347 Capital Corp.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2016 annual meeting of stockholders (the “special meeting”) of 1347 Capital Corp., a Delaware corporation (“we,” “us,” “our,” “1347 Capital,” or the “Company”), will be held on June 29, 2016, at 10:00 a.m., Eastern time, at the offices of Winston & Strawn LLP, 200 Park Avenue, New York, NY 10166. You are cordially invited to attend the special meeting for the following purposes:

(1) The Business Combination Proposal: to consider and vote upon a proposal to approve and adopt an agreement and plan of merger, dated as of March 23, 2016, as may be amended (the “Merger Agreement”), by and among the Company, Limbach Holdings LLC, a Delaware limited liability company (“Limbach”), and FdG HVAC LLC, a Delaware limited liability company, solely in its capacity as the Limbach Holders’ Representative under the Merger Agreement (the “Business Combination Proposal”). The Merger Agreement provides for the merger of a newly formed subsidiary of 1347 Capital (“Merger Sub”) with and into Limbach, with Limbach surviving the merger as a wholly-owned subsidiary of 1347 Capital. We refer to the transactions contemplated by the Merger Agreement as the “Business Combination.”

(2) The Certificate Proposals: to consider and vote upon ten proposals consisting of the following amendments to our amended and restated certificate of incorporation:

to change our name to “Limbach Holdings, Inc.” and remove certain provisions related to our status as a blank check company, among other things;
to increase the number of authorized shares from 11,000,000 to 101,000,000, of which 100,000,000 will be common stock, par value $0.0001 per share, and 1,000,000 will be preferred stock, par value $0.0001 per share;
authorize the board of directors, or any authorized committee of the board of directors, to issue shares of preferred stock;
to specify that the number of directors of 1347 Capital will be fixed by resolution of the board of directors acting by not less than a majority vote of the directors then in office, to require that the Company’s directors may only be removed for cause by a vote of the majority of then outstanding shares of the Company, and that if rights to elect directors are granted to the holders of preferred stock, the terms of such directors’ terms in office are separately governed by the terms of such preferred stock;
to provide that stockholders may not act by written consent;
to provide that special meetings of the stockholders may be called only by or at the direction of the Chairman of the Board, the Chief Executive Officer of 1347 Capital or the board pursuant to a resolution adopted by the board;
to elect for the Company to not be subject to Section 203 of the DGCL;
to adopt Delaware as the exclusive forum for certain stockholder litigation;
to provide that the corporate opportunity doctrine will apply to 1347 Capital’s officers or directors and their affiliates; and
to provide that a minimum of  2/3 of the outstanding shares of capital stock of 1347 Capital will be required to amend the proposed certificate.

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(3) The Director Election Proposal:  to consider and vote upon a proposal to elect six directors to serve on our board of directors upon consummation of the Business Combination (the “Director Election Proposal”);

(4) The Incentive Plan Proposal:  to consider and vote upon a proposal to approve and adopt the 1347 Capital Corp. 2016 Omnibus Incentive Plan (the “Incentive Plan Proposal”); and

(5) The Adjournment Proposal:  to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or we determine that one or more closing conditions under the Merger Agreement will not be satisfied (the “Adjournment Proposal”).

Only holders of record of our common stock at the close of business on June 10, 2016 are entitled to notice of the special meeting of stockholders and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Pursuant to our amended and restated certificate of incorporation, we are providing our public stockholders who vote on the Business Combination Proposal with the opportunity to convert their shares of our common stock into cash equal to their pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of our initial public offering, including interest earned on the funds held in the trust account and not previously released to us for our working capital requirements or to pay our franchise and income taxes, upon the consummation of the Business Combination. The estimated per share conversion price is expected to be $10.00. Public stockholders must vote either for or against the Business Combination Proposal in order to exercise their conversion rights.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from converting his, her or its shares with respect to more than an aggregate of 20% of the public shares. Holders of our outstanding public warrants do not have conversion rights with respect to such warrants in connection with the Business Combination. Our Sponsor and insiders have agreed to waive any conversion rights with respect to any shares issued prior to our initial public offering (the “insider shares”) and any shares they may have acquired during or after our initial public offering in connection with the completion of the Business Combination. The insider shares will be excluded from the calculation used to determine the per-share conversion price. Currently, our Sponsor and insiders own approximately 22.2% of our issued and outstanding shares of common stock.

Approval of the Business Combination Proposal and Incentive Plan Proposal requires the affirmative vote of holders of a majority of the shares of our common stock that are voted at the special meeting of stockholders. Approval of the Certificate Proposals requires the affirmative vote of holders of a majority of our outstanding shares of common stock. Approval of the Director Election Proposal requires the affirmative vote of the holders of a plurality of the shares of our common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders.

We have no specified maximum conversion threshold under our amended and restated certificate of incorporation. We will not consummate the Business Combination, however, if holders of our public shares exercise their conversion rights in an amount that would cause the amount available to be released to 1347 Capital from the Trust Account to be less than $20 million.

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Your attention is directed to the proxy statement/prospectus/information statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus/information statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow & Co., LLC at (800) 662-5200. Banks and brokerage firms please call (203) 658-9400.

By Order of the Board of Directors,

June 16, 2016

/s/ Hassan R. Baqar

Hassan R. Baqar
Chief Financial Officer and Secretary and Director

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ADDITIONAL INFORMATION

This proxy statement/prospectus/information statement incorporates important business and financial information about 1347 Capital Corp. and Limbach from other documents that are not included in or delivered with this proxy statement/prospectus/information statement. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference in this proxy statement/prospectus/information statement by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

 
1347 Capital Corp.
150 Pierce Road, 6th Floor
Itasca, Illinois 60143
(847) 700-8064
Attn: Hassan R. Baqar
  Limbach Holdings LLC
31-35th Street
Pittsburgh, Pennsylvania 15201
(412) 359-2100
Attn: Scott Wright

If you would like to request any documents, please do so by June 22, 2016 in order to receive them before the special meeting.

For more information, see “Where You Can Find More Information” beginning on page 225.

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NOTICE OF SPECIAL MEETING IN LIEU OF 2016 ANNUAL MEETING OF STOCKHOLDERS OF 1347 CAPITAL CORP.
    i  
Frequently Used Terms     1  
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/INFORMATION
STATEMENT
    3  
Parties to the Business Combination     3  
The Business Combination     3  
Consideration to Limbach Stockholders in the Business Combination     0  
Conversion Rights     4  
Ownership of 1347 Capital Shares after the Business Combination     4  
Management After the Business Combination     6  
The Certificate Proposals     6  
Approval and Adoption of the 1347 Capital Corp. 2016 Omnibus Incentive Plan     7  
Anticipated Accounting Treatment     7  
Appraisal Rights     0  
Board of 1347 Capital Reasons for the Business Combination     10  
Quorum and Required Vote for Proposals for the Special Meeting of Stockholders     0  
Recommendation to 1347 Capital Stockholders     0  
Risk Factors     11  
Voting Agreement and Written Consent     11  
Interests of Directors, Officers and Others of 1347 Capital and Limbach     11  
Comparison of Rights of Holders of 1347 Capital Stock and Limbach Units     12  
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND PROPOSALS FOR 1347 CAPITAL STOCKHOLDERS     13  
SUMMARY HISTORICAL FINANCIAL AND OTHER DATA OF 1347 CAPITAL     21  
SUMMARY HISTORICAL FINANCIAL DATA OF LIMBACH     22  
COMPARATIVE SHARE INFORMATION     23  
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS     24  
RISK FACTORS     26  
Risks Related to Limbach’s Business and Industry     26  
Risks Related to 1347 Capital and the Business Combination     39  
Risks Related to 1347 Capital’s Common Stock     52  
SPECIAL MEETING IN LIEU OF 2016 ANNUAL MEETING OF 1347 CAPITAL STOCKHOLDERS     57  
General     57  
Date, Time and Place of Special Meetings     57  
Voting Power; Record Date     57  
Vote of 1347 Capital Insiders     57  
Quorum and Required Vote for Proposals for the Special Meeting of Stockholders     57  
Recommendation to 1347 Capital Stockholders     58  

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Broker Non-Votes and Abstentions     58  
Voting Your Shares     59  
Revoking Your Proxy     59  
No Additional Matters May Be Presented at the Special Meetings     59  
Who Can Answer Your Questions About Voting     59  
Conversion Rights     60  
Appraisal Rights     61  
Proxy Solicitation Costs     61  
THE BUSINESS COMBINATION     62  
Background of the Business Combination     62  
Form of Business Combination     73  
Business Combination Consideration     73  
1347 Capital Stockholder Conversion Rights     73  
Potential Purchases of 1347 Capital Public Shares     73  
Ownership of 1347 Capital Shares after the Business Combination     74  
Directors and Officers of 1347 Capital Following the Business Combination     75  
Effective Time of the Business Combination     75  
Regulatory Requirements     75  
Material U.S. Federal Income Tax Consequences of the Business Combination     76  
Accounting Treatment     77  
Appraisal Rights     79  
THE MERGER AGREEMENT     80  
General     80  
Consideration     80  
Class A Preferred Stock     82  
Registration Rights     82  
Directors of 1347 Capital Following the Business Combination     83  
Closing and Effective Time of the Business Combination     83  
Meetings of Stockholders     83  
“Material Adverse Effect”     84  
Conditions to Completion of the Business Combination     84  
Representations and Warranties     86  
No Survival of Representations and Warranties or Post-Closing Indemnification     87  
No Solicitation     87  
Covenants; Conduct of Business Pending the Merger     88  
Termination     93  
Termination Fee     94  
Amendment     94  

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AGREEMENTS RELATED TO THE BUSINESS COMBINATION     95  
Employment Agreement     95  
FdG Voting and Lockup Agreement     95  
Stockholder Lockup Agreements     95  
Amended and Restated Registration Rights Agreement     96  
PROPOSAL NO. 1 — APPROVAL OF THE BUSINESS COMBINATION     97  
Vote Required for Approval     97  
Recommendation of the Board     97  
PROPOSALS NO. 2A – 2J — THE CERTIFICATE PROPOSALS     98  
Vote Required for Approval     107  
Recommendation of the Board     107  
PROPOSAL NO. 3 — ELECTION OF DIRECTORS TO THE BOARD     108  
Vote Required for Approval     109  
Recommendation of the Board     109  
PROPOSAL NO. 4 — APPROVAL AND ADOPTION OF THE 1347 CAPITAL CORP. 2016 OMNIBUS INCENTIVE PLAN     110  
2016 Incentive Compensation Plan     110  
Summary of Federal Income Tax Consequences     112  
Importance of Consulting Tax Adviser     113  
Vote Required for Approval     114  
Recommendation of the Board     114  
PROPOSAL NO. 5 — THE ADJOURNMENT PROPOSAL     115  
Consequences if the Adjournment Proposal is Not Approved     115  
Vote Required For Approval     115  
Recommendation of the Board     115  
INFORMATION ABOUT 1347 CAPITAL     116  
Overview     116  
Initial Business Combination     116  
Stockholder Approval of Business Combination     116  
Permitted Purchases of 1347 Capital’s Securities     117  
Conversion Rights     117  
Limitations on Conversion Rights     117  
Redemption of Public Shares and Liquidation if No Business Combination     118  
Facilities     120  
Employees     120  
Legal Proceedings     120  
Directors and Executive Officers     120  
Special Advisors     123  
Number and Terms of Office of Officers and Directors     124  
Director Independence     124  

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Executive Compensation     125  
Committees of the Board of Directors     125  
Code of Ethics     126  
Section 16(a) Beneficial Ownership Reporting Compliance     126  
Audit Fees     126  
Audit-Related Fees     127  
Tax Fees     127  
All Other Fees     127  
Audit Committee Pre-Approval Policies and Procedures     127  
INFORMATION ABOUT LIMBACH     128  
Our Company     128  
Customers     129  
HVAC/Plumbing and Electrical Services     130  
Design and Engineering Services     131  
Maintenance Services     131  
Operational Strengths     132  
Growth Strategies     134  
Sales and Marketing     134  
Construction Backlog     135  
Maintenance Contracts     135  
Geographic Markets     135  
Our Vertical Market Sectors     136  
Joint Ventures     136  
Materials & Equipment     136  
Employees     136  
Training and Safety     137  
Properties     137  
Government and Environmental Regulations     137  
Insurance and Bonding     138  
Legal Proceedings     138  
Executive Officers     138  
Executive Officer Compensation     139  
Summary Compensation Table     139  
Narrative Disclosure to Summary Compensation Table     140  
Agreements with Our Named Executive Officers     140  
Equity Award Plans     141  
2006 Management Unit Option Plan     141  
1347 Capital Corp. 2016 Omnibus Incentive Plan     143  
Potential Payments Upon Termination or Change of Control     143  
Outstanding Equity Awards at Fiscal Year End     144  

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1347 CAPITAL MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     145  
Overview     145  
Results of Operations     146  
Liquidity and Capital Resources     146  
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations     147  
Critical Accounting Policies & Estimates     148  
Recent Adopted Accounting Standards     149  
Related Party Transactions     149  
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 1347 CAPITAL MARKET RISK     150  
LIMBACH MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     151  
MANAGEMENT AFTER THE BUSINESS COMBINATION     172  
Resignation of Current Executive Officers of 1347 Capital Corp.     172  
Executive Officers and Directors of the Combined Company Following the Business
Combination
    172  
Composition of the Board of Directors     175  
Director Independence     175  
Committees of the Board of Directors     176  
Director and Executive Officer Compensation     177  
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS     178  
1347 Capital Related Person Transactions     178  
Related Party Policy     181  
Limbach Related Person Transactions     181  
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION     183  
DESCRIPTION OF 1347 CAPITAL SECURITIES     194  
Authorized and Outstanding Stock     194  
Certain Anti-Takeover Provisions of Delaware Law and 1347 Capital’s Amended and Restated Certificate of Incorporation and By-Laws     201  
Shares Eligible for Future Sale     202  
COMPARISON OF RIGHTS OF HOLDERS OF 1347 CAPITAL STOCK AND LIMBACH UNITS     204  
Current Limbach Rights Versus 1347 Capital Rights Post-Merger     204  
BENEFICIAL OWNERSHIP OF SECURITIES     215  
Principal Equityholders of 1347 Capital’s Securities     215  
Principal Equityholders of Limbach’s Securities     218  
PRICE RANGE OF SECURITIES AND DIVIDENDS     221  
1347 Capital     221  
Limbach     222  
LEGAL MATTERS     223  
EXPERTS     223  

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Frequently Used Terms

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “1347 Capital” refer to 1347 Capital Corp., “Limbach” means Limbach Holdings LLC, and the terms “combined company” and “post-Business Combination company” refer to 1347 Capital together with Limbach as its wholly-owned subsidiary following the consummation of the Business Combination.

In this document:

“2016 Plan” means the 1347 Capital Corp. 2016 Omnibus Incentive Plan.

“Adjournment Proposal” means a proposal to adjourn the special meeting of the 1347 Capital stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting or 1347 Capital determines that one or more closing conditions under the Merger Agreement will not be satisfied.

“broker non-vote” means the failure of a 1347 Capital stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the transactions contemplated by the Merger Agreement.

“Business Combination Proposal” means the proposal to approve and adopt the Merger Agreement, including the approval for purposes of Nasdaq Listing Rule 5635 of the issuance pursuant to the Merger Agreement of a number of shares of 1347 Capital’s common stock that exceeds 20% of the number of shares of 1347 Capital’s common stock that is currently outstanding.

“capital stock” means the capital stock or other equity securities of 1347 Capital Corp.

“Cash Consideration” means the cash portion of the Business Combination consideration which will be between $35 million and $45 million.

“Certificate Proposals” means the ten proposals to amend 1347 Capital’s amended and restated certificate of incorporation.

“closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means 1347 Capital Corp.

“DGCL” means the Delaware General Corporation Law, as amended.

“Director Election Proposal” means the proposal to elect six directors to serve on 1347 Capital’s board of directors, subject to the Closing.

“Employment Agreement” means the Employment Agreement, dated as of March 23, 2016, by and between 1347 Capital and Charles A. Bacon III.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FdG” means FdG HVAC LLC.

“FMG” means Fund Management Group LLC.

“Kingsway” means Kingsway Financial Services Inc.

“Limbach” means Limbach Holdings LLC, a Delaware limited liability company.

“Incentive Plan Proposal” means the proposal to adopt the 1347 Capital Corp. 2016 Omnibus Incentive Plan.

“insiders” means 1347 Capital’s directors, officers, special advisors, and any of their permitted transferees.

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“insider shares” means the shares of 1347 Capital’s common stock issued prior to 1347 Capital’s initial public offering.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Merger Agreement” means the Agreement and Plan of Merger, dated March 23, 2016, by and among Limbach Holdings LLC, 1347 Capital Corp. and FdG HVAC LLC.

“Merger Shares” means the 1.5 million to 2.5 million shares of 1347 Capital’s common stock to be issued to holders of membership interests and options to acquire membership interests of Limbach as part of the consideration under to the Merger Agreement.

“Merger Warrants” means the warrant portion of the Business Combination consideration which will be up to 666,667 warrants to purchase one share of common stock at an exercise price of $12.50.

“Nasdaq” means The Nasdaq Capital Market.

“PCAOB” means the Public Company Accounting Oversight Board.

“Preferred Stock” means the up to $10 million of shares of 1347 Capital’s Class A Preferred Stock that 1347 Capital has agreed to issue and sell to the Sponsor, its affiliates or other investors identified by the Sponsor in the event that conversions of shares of common stock in connection with the stockholder vote to approve the Business Combination reduce the funds held in the trust account to less than $42.9 million.

“private units” means the 198,000 units issued to the Sponsor in a private placement that occurred concurrently with 1347 Capital’s initial public offering.

“private warrants” means the warrants issued as part of the private units, each of which is exercisable for one-half of one share of our, in accordance with its terms.

“proposed certificate” means the second amended and restated certificate of incorporation of 1347 Capital being proposed for approval by 1347 Capital’s stockholders, a copy of which is attached as Annex B to the proxy statement/prospectus/information statement.

“public rights” or “rights” means the rights issued as past of the Units sold in 1347 Capital’s initial public offering which will automatically convert upon the closing of the Business Combination into one-tenth of one share of 1347 Capital common stock.

“public shares” means shares of 1347 Capital’s common stock issued in 1347 Capital’s initial public offering.

“public warrants” means the warrants issued as part of the units sold in 1347 Capital’s initial public offering, each of which is exercisable for one-half of one share of our, in accordance with its terms.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsor” means 1347 Investors LLC, 1347 Capital’s sponsor.

“Trust Account” means the trust account with Continental Stock Transfer & Trust Company acting as trustee which holds a total of approximately $46 million.

“Voting Agreement” means the Voting and Lockup Agreement, dated as of March 25, 2016, by and between 1347 Capital and FdG.

“written consent” means the action by written consent of the Limbach holders adopting the Merger Agreement and thereby approving the Business Combination and the transactions contemplated thereby.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT

This summary highlights selected information from this proxy statement/prospectus/information statement and may not contain all of the information that is important to you. To better understand the Business Combination, the proposals being considered at the 1347 Capital special meeting and the Limbach unit holder actions that are the subject of the written consent, you should read this entire proxy statement/prospectus/information statement carefully, including the Merger Agreement and the other annexes to which you are referred herein. For more information, please see the section entitled “Where You Can Find More Information” in this proxy statement/prospectus/information statement.

Unless otherwise specified, all share calculations assume no exercise of conversion rights by 1347 Capital’s public stockholders.

Parties to the Business Combination

1347 Capital

1347 Capital is a blank check company formed in Delaware on April 15, 2014 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses.

The units, common stock, warrants and rights of 1347 Capital are currently listed on The Nasdaq Capital Market under the symbols “TFSCU,” “TFSC,” “TFSCW” and “TFSCR,” respectively. 1347 Capital intends to apply to continue the listing of its common stock on The Nasdaq Capital Market under the symbol “LMB” upon the closing of the Business Combination. Following the closing, it is expected that 1347 Capital’s warrants will trade on the OTC market under the symbol “LMBW.”

After the completion of the Business Combination, 1347 Capital will change its corporate name to “Limbach Holdings, Inc.”

The mailing address of 1347 Capital’s principal executive office is 150 Pierce Road, 6th Floor, Itasca, Illinois 60143. The telephone number of 1347 Capital is (847) 700-8064.

Limbach

Limbach is an industry-leading specialty contractor in the areas of heating, ventilation, air-conditioning (“HVAC”), plumbing, electrical and building controls through design and construction of new and renovated buildings, maintenance services, energy retrofits and equipment upgrades for private customers and public agencies. Limbach offers building owners this broad range of comprehensive services on new projects and existing facilities and on certain projects, helps customers identify and implement cost and energy saving solutions on new projects and existing facilities. Headquartered in Pittsburgh since 1901, the firm maintains 13 full-service branch operations in 24 major U.S. markets.

The mailing address of Limbach’s principal executive office is 31-35th Street, Pittsburgh, Pennsylvania 15201. The telephone number of Limbach is (412) 359-2100.

The Business Combination (Page 62)

The Merger Agreement provides for the merger of 1347 Capital’s wholly-owned subsidiary with and into Limbach, with Limbach continuing as 1347 Capital’s wholly-owned subsidiary.

Consideration to Limbach Stockholders in the Business Combination (Page 80)

Pursuant to the Merger Agreement, 1347 Capital has agreed to pay to the holders of membership interests and holders of options to acquire membership interests of Limbach consideration in an aggregate amount of $60 million, comprised of (a) between $35 million and $45 million in cash (the “Cash Consideration”), (b) between 1.5 million and 2.5 million shares of 1347 Capital’s common stock, par value $0.0001 per share (“Merger Shares”), and (c) up to 666,667 warrants to purchase one share of 1347 Capital’s common stock at an exercise price of $12.50 (“Merger Warrants”). The amount of Cash Consideration to be paid, number of Merger Shares to be issued and number of Merger Warrants to be issued (if any) to the holders of the outstanding membership interests and holders of options to acquire membership interests of Limbach will be

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based upon the amount of cash remaining in the trust account holding the proceeds of 1347 Capital’s initial public offering (the “Trust Account”) after giving effect to any conversions of 1347 Capital’s shares of common stock in connection with the stockholder vote to approve the Business Combination. All outstanding options to purchase membership interests of Limbach will be settled for a mixture of the Cash Consideration, Merger Shares and Merger Warrants, if any. Limbach optionholders may elect to be substantially cashed-out (the “Cash-out Optionholders”) or participate pro rata with the holders of Limbach membership interests to the extent of the implied value of the membership interests underlying the options (the “Participating Optionholders”). Options held by Cash-out Optionholders will be converted into the right to receive (a) an amount of cash equal to the aggregate implied value of the membership interests underlying such options (assuming the full exercise of all outstanding Limbach options for cash), less the exercise price of such options, less $1,000, and (b) 100 Merger Shares, each with a nominal value of $10.00 per share. Options held by Participating Optionholders will be converted into the right to receive (x) a pro rata share of the Merger Shares remaining after subtracting the aggregate number of Merger Shares issued to the Cash-out Optionholders, (y) an amount of cash equal to the aggregate implied value of the membership interests underlying such options (assuming the full exercise of all outstanding Limbach options for cash), less the exercise price of such options, less the aggregate nominal value of Merger Shares issued to such Participating Optionholder (provided that such amount shall not be negative), and (z) a pro rata share of the Merger Warrants, if any.

All outstanding membership interests of Limbach will be converted into the right to receive (a) a pro rata share of the Cash Consideration remaining after subtracting the cash amounts paid to the Cash-out Optionholders and the Participating Optionholders, (b) a pro rata share of the Merger Shares remaining after subtracting the aggregate number of Merger Shares issued to the Cash-out Optionholders, and (c) a pro rata share of the Merger Warrants, if any.

Conversion Rights (Page 60)

Pursuant to 1347 Capital’s amended and restated certificate of incorporation, any holders of 1347 Capital’s public shares who vote either for or against the Business Combination may demand that such shares be converted into a pro rata share of the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to 1347 Capital for its working capital requirements or to pay its franchise and income taxes, upon the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to 1347 Capital for its working capital requirements or to pay its franchise and income taxes, upon the consummation of the Business Combination. The estimated per share conversion price is expected to be $10.00. Conversion rights are not available to holders of warrants in connection with the Business Combination. See the section entitled “Special Meeting in Lieu of the 2016 Annual Meeting of 1347 Capital Stockholders — Conversion Rights” for the procedures to be followed if you wish to convert your shares for cash.

Conditions to the Closing of the Business Combination (Page 84)

The closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among other things, that the amount available to be released to 1347 Capital from the Trust Account will be no less than $20 million, and that 1347 Capital or its affiliates will have debt financing from one or more sources of at least $65 million, in the aggregate, with no less than $40 million funded at the closing of the Business Combination. For more information about the closing conditions to the Business Combination, see the sections entitled “The Business Combination,” “The Merger Agreement” and “Proposal No. 1 — Approval of the Business Combination.”

Ownership of 1347 Capital Shares after the Business Combination (Page 74)

There are currently 5,948,000 shares of 1347 Capital’s common stock issued and outstanding, consisting of 4,600,000 public shares, 198,000 private shares and 1,150,000 insider shares. Pursuant to the Merger Agreement, 1347 Capital has agreed to pay to the holders of membership interests and holders of options to

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acquire membership interests of Limbach consideration in an aggregate amount of $60 million, comprised of (a) the Cash Consideration, (b) the Merger Shares, and (c) the Merger Warrants. The amount of Cash Consideration to be paid, number of Merger Shares to be issued and number of Merger Warrants to be issued (if any) to the holders of the outstanding membership interests and holders of options to acquire membership interests of Limbach will be based upon the amount of cash remaining in the Trust Account after giving effect to any conversions of 1347 Capital’s shares of common stock in connection with the stockholder vote to approve the Business Combination.

It is anticipated that, upon completion of the Business Combination, 1347 Capital’s public stockholders will own approximately 63.4%, the Sponsor, insiders and their affiliates will own approximately 17.1% and former Limbach stockholders will own 18.8% of the outstanding common stock of the post-transaction company. These relative percentages assume that none of 1347 Capital’s public stockholders exercise their conversion rights in connection with the vote to approve the Business Combination. If the actual facts are different, the percentages set forth above will be different. Assuming the maximum number of shares of 1347 Capital’s common stock (2,600,000 shares) are converted as allowed under the Merger Agreement then 1347 Capital’s public stockholders will own approximately 38.6%, the Sponsor and its affiliates together with the insiders will own approximately 21.4%, and the former Limbach stockholders will own approximately 39.2% of the outstanding common stock of the post-transaction company. Both scenarios assume that there is approximately $46 million held in the Trust Account prior to taking into account any conversions, and account for the shares of 1347 Capital common stock issuable in connection with the automatic conversion of the outstanding 1347 Capital rights upon the consummation of the Business Combination. These percentages do not take into account (i) the shares of 1347 Capital common stock issuable upon the exercise of any warrants or options of 1347 Capital outstanding prior to the date of the Merger Agreement, (ii) the up to 666,667 Merger Warrants that may be issued to the former Limbach unit holders pursuant to the terms of the Merger Agreement, (iii) the up to 400,000 shares of Preferred Stock, each convertible at the holder’s election into 2.00 shares of 1347 Capital’s common stock at a conversion price of $12.50 per share, if issued and sold to the Sponsor, its affiliates or other investors identified by the Sponsor in the event that conversions of shares of 1347 Capital’s common stock in connection with the stockholder vote to approve the Business Combination reduce the funds held in the Trust Account to less than $43 million, or (iv) the shares of 1347 Capital common stock issuable upon the exercise or conversion of such Merger Warrants or Preferred Stock.

The following table illustrates two scenarios of varying ownership levels based on the assumptions described above but assuming varying levels of conversions by 1347 Capital’s public stockholders:

   
  Scenario 1(1)   Scenario 2(2)
Public stockholders     63.4 %      38.6 % 
Sponsor and insiders     17.1 %      21.4 % 
Former Limbach stockholders     18.8 %      39.2 % 

(1) Scenario 1 — Reflects ownership percentages if no shares of 1347 Capital’s common stock are converted.
(2) Scenario 2 — Reflects ownership percentages if the maximum number of the allowable number of shares under the Merger Agreement and 1347 Capital’s amended and restated certificate of incorporation are converted.

In addition, there currently are 5,398,000 warrants of 1347 Capital outstanding, consisting of 4,600,000 public warrants, 198,000 private warrants and 600,000 $15 Exercise Price Sponsor Warrants. Each public warrant and private warrant entitles the holder thereof to purchase one-half of one share of common stock at a price of $11.50 per full share, subject to certain adjustments and each $15 Exercise Price Sponsor Warrant entitles the holder thereof to purchase one full share of 1347 Capital’s common stock at an exercise price of $15.00 per share. All of 1347 Capital’s outstanding warrants will become exercisable 30 days after the completion of the Business Combination. The public warrants and private warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation and the $15.00 Exercise Price Sponsor Warrants will expire seven years after the completion of the Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, 1347 Capital may redeem the outstanding warrants (except as described herein with respect to the private warrants and $15 Exercise Price

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Sponsor Warrants) in whole and not in part at a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last sale price of 1347 Capital’s common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which 1347 Capital sends the notice of redemption to warrant holders. The private warrants and $15 Exercise Price Sponsor Warrants are non-redeemable so long as they are held by the initial purchasers of such warrants or any of their permitted transferees.

Management After the Business Combination (Page 172)

The 1347 Capital board of directors is currently composed of seven directors. Pursuant to the Merger Agreement, prior to the effective time of the Business Combination, the 1347 Capital board of directors will designate two nominees from the existing board of directors for election to the board of directors of the post-Business Combination company, and FdG will designate four nominees for election to the board of directors of the post-Business Combination company. Following the consummation of the Business Combination, FdG and 1347 Capital will designate jointly one nominee for election to the board of directors of the post-Business Combination company, and subject to their respective fiduciary duties, the post-Business Combination directors will elect such joint nominee to the board of directors of the post-Business Combination company. Three of FdG’s designees and the jointly selected designee shall satisfy the requisite independence requirements, as well as the sophistication and independence requirements for the required committees, pursuant to NASDAQ’s listing standards. All of the directors will serve in staggered classes to be designated by 1347 Capital prior to closing. Immediately following the Business Combination, if the nominees are elected, the directors of 1347 Capital will be Charles A. Bacon, III, David S. Gellman, S. Matthew Katz, Norbert W. Young, Larry G. Swets, Jr., and Gordon G. Pratt. See the sections entitled “Proposal No. 3 —  Election of Directors to the Board” and “Management After The Business Combination.”

The Certificate Proposals (Page 98)

Upon the closing of the Business Combination, 1347 Capital’s amended and restated certificate of incorporation will be amended promptly to:

to change our name to “Limbach Holdings, Inc.” and remove certain provisions related to our status as a blank check company, among other things;
to increase the number of authorized shares from 11,000,000 to 101,000,000, of which 100,000,000 will be common stock, par value $0.0001 per share, and 1,000,000 will be preferred stock, par value $0.0001 per share;
authorize the board of directors, or any authorized committee of the board of directors, to issue shares of preferred stock;
to specify that the number of directors of 1347 Capital will be fixed by resolution of the board of directors acting by not less than a majority vote of the directors then in office, to require that the Company’s directors may only be removed for cause by a vote of the majority of then outstanding shares of the Company, and that if rights to elect directors are granted to the holders of preferred stock, the terms of such directors’ terms in office are separately governed by the terms of such preferred stock;
to provide that stockholders may not act by written consent;
to provide that special meetings of the stockholders may be called only by or at the direction of the Chairman of the Board, the Chief Executive Officer of 1347 Capital or the board pursuant to a resolution adopted by the board;
to elect for the Company to not be subject to Section 203 of the DGCL;
to adopt Delaware as the exclusive forum for certain stockholder litigation;
to provide that the corporate opportunity doctrine will apply to 1347 Capital’s officers or directors and their affiliates; and
to provide that a minimum of  2/3 of the outstanding shares of capital stock of 1347 Capital will be required to amend the proposed certificate.

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See the section entitled “Proposals No. 2A – 2J — The Certificate Proposals.”

Approval and Adoption of the 1347 Capital Corp. 2016 Omnibus Incentive Plan (Page 110)

Pursuant to the 1347 Capital Corp. 2016 Omnibus Incentive Plan, or the 2016 Plan, certain employees, directors and consultants will be eligible to be granted awards, other than incentive stock options, which may be granted only to employees. 1347 Capital will reserve 800,000 shares of 1347 Capital’s common stock for issuance under the 2016 Plan. The number of shares issued or reserved pursuant to the 2016 Plan will be adjusted by the plan administrator, as they deem appropriate and equitable, as a result of stock splits, stock dividends, and similar changes in 1347 Capital’s common stock. With respect to any award to any one participant that is intended to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code, (i) no more than 400,000 shares of 1347 Capital’s common stock will be granted in a fiscal year, (ii) no more than $2,000,000 will paid in cash with respect to a performance period of one year, and (iii) no more than $500,000 will be paid in cash with respect to a performance period greater than one year. In addition, the maximum number of shares subject to awards granted during any fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, will not exceed $500,000 in total value (calculating the value of any such awards based on the grant date fair market value of such awards for financial reporting purposes).

The principal purposes of the 2016 Plan are to encourage profitability and growth through short-term and long-term incentives that are consistent with 1347 Capital’s objectives; to give participants an incentive for excellence in individual performance; to promote teamwork among participants; and to give 1347 Capital a significant advantage in attracting and retaining key employees, directors, and consultants. The 2016 Plan provides for the grant of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, nonqualified stock options, stock appreciation rights, restricted shares, restricted stock units, performance-based awards (including performance-based restricted shares and performance units), and other stock or cash-based awards. When considering new grants of share-based or option-based awards, 1347 Capital intends to take into account previous grants of such awards.

See the section entitled “Proposal No. 4 — Approval and Adoption of the 1347 Capital Corp. 2016 Omnibus Incentive Plan.” The 2016 Plan is attached as Annex C to this proxy statement/prospectus/information statement and is incorporated herein by reference. 1347 Capital encourages you to read the 2016 Plan in its entirety.

Anticipated Accounting Treatment (Page 77)

1347 Capital has considered the provisions of Financial Accounting Standards Board’s Accounting Standards Codification 805, Business Combinations (“ASC 805”) in order to determine the following in regards to the Business Combination:

qualification of the transactions contemplated under the Merger Agreement as business combination pursuant to provisions of ASC 805; and
identifying the accounting acquirer.

Business Combination Qualification:

Pursuant to the provisions of ASC 805-10-25-1, “an entity shall determine whether a transaction or other event is a business combination by establishing whether the assets being acquired and liabilities being assumed constitute a business.” “Business” is defined under ASC 805-10-20 as “an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants.” ASC 805-10-55-4 further clarifies that “a business consists of inputs and processes applied to those inputs that have the ability to create outputs. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business.” Based on these provisions of ASC 805, it is established that Limbach exhibits the characteristics identified above and constitutes a Business, and hence the transactions contemplated by the Merger Agreement qualify as a business combination under the provisions of ASC 805-10-25-1. Additionally, ASC 805-10-20 defines business combination as “a transaction or other event in which an acquirer obtains control of one or more businesses. Transactions sometimes referred to as true

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mergers or mergers of equals also are business combinations.” ASC 805-10-55 paragraphs 2 and 3 provide guidance as to various ways in which an acquirer might obtain control of an acquiree as well as various ways a business combination may be structured. 1347 Capital has considered these provisions of ASC 805 and determined that the transaction qualifies as a business combination.

Accounting Acquirer:

ASC 805-10-25-5 stipulates that “the guidance in the General Subsections of Subtopic 810-10 related to determining the existence of a controlling financial interest shall be used to identify the acquirer — the entity that obtains control of the acquiree. If a business combination has occurred but applying that guidance does not clearly indicate which of the combining entities is the acquirer, the factors in paragraphs 805-10-55-11 through 55-15 shall be considered in making that determination.” ASC 810-10-15-8 stipulates regarding controlling financial interest that “the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree.

The current owners of 1347 Capital are expected to own a majority of the voting interest in the merged entity. The current stockholders of 1347 Capital are expected to own approximately 81% and 60% of the outstanding voting securities of the post-Business Combination company under no conversions from Trust Account and $26 million conversions from Trust Account scenarios. Furthermore, there is an absence of any mechanism for current owners of Limbach to control the governing body of the combined entity while the current owners of 1347 Capital are expected to exert control over electing such governing body via controlling majority of the voting interests post-merger. The accounting provisions under ASC 805 reference voting interests, hence options, warrants and Class A convertible Preferred Stock has been ignored in this analysis based on the fact that these instruments are expected to be out of the money at close of Business Combination and remain unexercised at Business Combination without any voting rights. Even if all dilutive securities are taken into account, the current owners of 1347 Capital are estimated to own voting control of the post-Business Combination company on a fully diluted basis.

Even though the 1347 Capital stockholders will have control over the combined entity, 1347 Capital also considered all of the provisions under paragraphs ASC 805-10-55-11 to 55-12 that stipulate that 1) “the acquirer usually is the entity that transfers the cash or other assets or incurs the liabilities,” 2) “the acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity,” 3) “the acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity,” and 4) “the acquirer usually is the combining entity whose former management dominates the management of the combined entity.

As discussed, 1347 Capital is the entity transferring cash and equity for the stock of Limbach. The composition of the consideration varies depending on the number of stockholders of 1347 Capital which elect to redeem their shares, but in either scenario, cash is a significant portion of the consideration.

FdG (the current majority owner of Limbach) will nominate four directors of the post-Business Combination company, including Charles A. Bacon III, the CEO of Limbach. Of these four directors, three are expected to be independent. 1347 Capital will nominate two directors (Larry G. Swets, Jr. and Gordon G. Pratt), and there is no requirement for them to be independent, the expectation is that Mr. Swets will be an independent director. It has been conservatively assumed that Mr. Pratt will not be independent. One independent director will be nominated jointly by both FdG and 1347 Capital. Excluding the independent director to be jointly nominated by FdG and 1347 Capital, the nominations will require the vote of current 1347 Capital stockholders to be approved, hence the power to approve these nominations rests solely with current stockholders of 1347 Capital. Since FdG is only able to nominate directors and not influence their actual election to the board, FdG or Limbach are not considered as having ability to elect or appoint a majority of the members of the governing body of the combined entity.

Once directors are elected, removal of any or all directors can only be for cause and supported by an affirmative vote of majority of the voting power of the then outstanding shares entitled to vote, voting together

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as a single class. As 1347 Capital stockholders will own a majority of the shares under either scenario, they will be able to continue to exert control over removal of current or election of subsequent directors. Additionally, given the joint designation of the seventh independent director, we believe there is no clear balance in favor of pre-Business Combination owners of either 1347 Capital or Limbach in terms of ability to control the board committees that require independent members under the NASDAQ rules via controlling more independent members of the board of directors. Specifically, the audit and compensation committees are the only required committees under NASDAQ rules and require at least three and two independent board members, respectively. Given these minimum requirements, there is no clear control on committees of the board by either Limbach or 1347 Capital nominees.

Following completion of the Business Combination, the executive officers of Limbach will become the executive officers of post-Business Combination company and continue to be led by current Chief Executive Officer Charles A. Bacon, III and Chief Financial Officer John T. Jordan. The board of directors of 1347 Capital determined that it was in the best interests of the post-Business Combination company to retain the executive officers of Limbach given their experience and familiarity with the business and customers of Limbach. The board of directors of 1347 Capital has not and will not provide any special rights or powers to the executive officers of Limbach that would in any way conflict with or diminish the rights or powers of the board of directors of the post-Business Combination company.

ASC 805-10-55-13 states that “the acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings) is significantly larger than that of the other combining entity or entities.” 1347 Capital is a blank check company which primary operations have consisted of seeking an appropriate entity to acquire. The provisions of 805-10-55-13 are relevant in instances where the merger involves two operating entities. Since 1347 Capital has engaged in significant pre-Business Combination activities to conduct its investment strategy, it is not considered a public shell. As a result, the Business Combination of Limbach (an operating entity) and 1347 Capital should not be considered a reverse merger.

Given that ASC 805-10-25-5 stipulates that existence of “controlling financial interest” shall be used to identify the acquirer and that ASC 810-10-15-8 stipulates that majority voting interest generally constitutes controlling financial interest, we have given most weight to voting control of the combined entity in determining the accounting acquirer. ASC 805-10-25-5 further stipulates that the guidance in 805-10-55-11 through 55-15 (the senior management test and ability to elect governing body test) shall be considered if the controlling financial interest standard does not yield a clear conclusion regarding the accounting acquirer. Since the current 1347 Capital stockholders are expected to own the majority of the outstanding voting interests of the merged entity, the controlling financial interest standard clearly establishes the accounting acquirer, and hence the senior management standard and ability to elect the governing body standard becomes secondary to the controlling financial interest standard. Based on the preponderance of evidence discussed above, we have determined that 1347 Capital is the accounting acquirer.

Method of Accounting:

ASC 805-10-25-1 also provides that “an entity shall account for each business combination by applying the acquisition method.” Given that the transaction qualifies as a business combination, it will be accounted for under the acquisition method of accounting.

Under the acquisition method, the acquisition-date fair value of the purchase price paid by 1347 Capital to affect the Business Combination is allocated to the identifiable assets acquired (including identifiable intangible assets) and the liabilities assumed based on their estimated fair values, with any excess purchase price being recorded as goodwill. Management of 1347 Capital has made significant estimates and assumptions in determining the preliminary allocation of the gross purchase price transferred, including fair valuation of identifiable intangible assets, as discussed in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”. As such section has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

Under ASC 805, acquisition-related costs (such as advisory, legal, valuation and other professional fees) that are non-recurring are expensed. 1347 Capital expects to incur approximately $4.2 million of non-recurring acquisition-related costs in connection with the Business Combination.

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Material U.S. Federal Income Tax Consequences of the Business Combination (Page 76)

For U.S. federal income tax purposes, it is expected that the Business Combination will be a taxable transaction, whereby the holders of membership interests in Limbach will be treated as selling their interests in exchange for the Cash Consideration, Merger Shares and Merger Warrants. In general, a holder of a membership interest in Limbach will recognize gain or loss to the extent of the difference between (i) the sum of the fair market value of the Cash Consideration, Merger Shares and Merger Warrants received by such holder, and (ii) the sum of such holder’s adjusted tax basis in the membership interests exchanged for the Cash Consideration, Merger Shares and Merger Warrants. In general, such gain or loss will be capital gain or loss, and will be short-term, long-term, or some combination of both, depending on the timing of the holder’s acquisition of their membership interests and contributions to Limbach. If a holder of a membership interest in Limbach realizes a loss from the Business Combination, such loss generally will be available to offset capital gain of such member from other sources or carried to a different taxable year to offset capital gain from such other taxable year.

It is not expected that the Business Combination will give rise to any U.S. federal income tax liability for 1347 Capital or the 1347 Capital stockholders. However, if a 1347 Capital stockholder exercises its conversion rights to receive cash from the Trust Account in exchange for its shares of 1347 Capital, such stockholder will generally be required to recognize a gain or loss for U.S. federal income tax purposes upon the conversion in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of 1347 Capital’s common stock converted. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the conversion.

Please carefully review the information set forth in the section entitled “The Business Combination —  Material U.S. Federal Income Tax Consequences of the Business Combination” beginning on page 76 for a discussion of the material U.S. federal income tax consequences of the Business Combination. Stockholders are urged to consult their tax advisors with respect to the application of U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

Board of 1347 Capital Reasons for the Business Combination (Page 69)

After a careful review of the results of management’s due diligence and the consideration of a variety of factors in evaluating the Business Combination, the 1347 Capital board of directors determined that Limbach met a number of criteria, including (although not weighted or in any order of preference) its broad portfolio of services, strong growth outlook, diversified operating platform, experienced management team, significant competitive advantages, attractive financial profile and multiple drivers for growth. The 1347 Capital board of directors has unanimously approved and adopted the Merger Agreement.

The 1347 Capital board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. 1347 Capital’s board of directors believe that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. The board of directors also determined, without seeking a valuation from a financial advisor, that Limbach’s fair market value was at least 80% of 1347 Capital’s net assets (excluding deferred underwriting discounts and commissions). Accordingly, investors will be relying on the judgment of 1347 Capital’s board of directors as described above in valuing the Limbach business, and assuming the risk that the board of directors may not have properly valued such business.

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Interests of 1347 Capital’s Directors and Officers and Others in the Business Combination (Page 71)

Certain of 1347 Capital’s directors and 1347 Capital’s officers have interests in the Business Combination that are different from, or in addition to, the interests of 1347 Capital public stockholders. These interests include, among other things:

the continued right of the Sponsor and insiders to hold the 1,150,000 insider shares in the aggregate currently beneficially owned by them following the Business Combination, subject to applicable lockup agreements;
the continued right of the Sponsor and insiders to hold the 198,000 private units in the aggregate;
the continued right of the Sponsor to hold the 600,000 $15 Exercise Price Sponsor Warrants following the Business Combination;
the continuation of certain of 1347 Capital’s directors as directors (but not officers) of 1347 Capital; and
the continued indemnification of current directors and officers of 1347 Capital and the continuation of directors’ and officers’ liability insurance after the Business Combination.

Further, all of the shares of 1347 Capital’s common stock currently beneficially owned by the Sponsor and insiders are not subject to conversion or redemption, and the private warrants and $15 Exercise Price Sponsor Warrants that are held by the Sponsor and insiders would expire worthless, if the Business Combination is not consummated; as a result, 1347 Capital’s directors have a financial incentive to see the Business Combination consummated rather than lose whatever value is attributable to those shares and warrants.

Potential Purchases of 1347 Capital Public Shares (Page 73)

In connection with the stockholder vote to approve the proposed Business Combination, 1347 Capital may privately negotiate transactions to purchase shares after the Closing from stockholders who would have otherwise elected to have their shares converted in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of the Sponsor, 1347 Capital’s directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of 1347 Capital’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its conversion rights. In the event that the Sponsor, 1347 Capital’s directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their conversion rights, such selling stockholders would be required to revoke their prior elections to convert their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the likelihood that the Business Combination is approved or to satisfy the requirement that conversions by stockholders do not cause 1347 Capital to have net tangible assets less than $5,000,001.

Risk Factors (Page 26)

In evaluating the proposals set forth in this proxy statement/prospectus/information statement, you should carefully read this proxy statement/prospectus/information statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

Voting Agreement and Written Consent (Page 95)

FdG, which owns approximately 80% of the outstanding membership interests of Limbach, is a party to the Voting Agreement, pursuant to which, among other things, FdG has agreed to vote its Limbach membership interests in favor of the approval of the Business Combination. In addition, following the effectiveness of the registration statement of which this proxy statement/prospectus/information statement forms a part, FdG will execute an action by written consent of the Limbach unit holders, referred to herein as the “written consent,” adopting the Merger Agreement and thereby approving the Business Combination. As a result, holders of a sufficient number of units of membership interests of Limbach required to adopt the

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Merger Agreement and Approve the Business Combination will adopt the Merger Agreement and Approve the Business Combination and no meeting of Limbach members will be held therefor. Nevertheless, all Limbach unit holders will have the opportunity to elect to approve the Business Combination and adopt the Merger Agreement and the transactions contemplated thereby by returning to Limbach a signed written consent. Dissenting Limbach security holders are not entitled to appraisal rights under Limbach’s governing documents or Delaware law.

Regulatory Requirements (Page 75)

In the United States, 1347 Capital must comply with applicable federal and state securities laws and the rules and regulations of The NASDAQ Global Market in connection with the issuance of the Merger Shares, Merger Warrants and Class A Preferred Stock and the filing of this proxy statement/prospectus/information statement with the SEC.

Comparison of Rights of Holders of 1347 Capital Stock and Limbach Units (Page 204)

1347 Capital is incorporated under the laws of the State of Delaware and, accordingly, the rights of the stockholders of 1347 Capital are currently, and will continue to be, governed by the DGCL. Limbach is organized under the laws of the State of Delaware and, accordingly, the current rights of the unit holders of are currently governed by the Delaware Limited Liability Company Act, as amended. If the Business Combination is completed, Limbach unit holders will become stockholders of 1347 Capital, and their rights will be governed by the DGCL, the bylaws of 1347 Capital and, assuming 1347 Capital Proposals No. 2A – 2J are approved by 1347 Capital stockholders at the 1347 Capital special meeting, the second amended and restated certificate of incorporation of 1347 Capital attached to this proxy statement/prospectus/information statement as Annex B. The rights of 1347 Capital stockholders contained in the amended and restated certificate of incorporation, as amended, and bylaws of 1347 Capital differ from the rights of Limbach unit holders under Third Amended and Restated Limited Liability Company Agreement of Limbach, as more fully described under the section entitled “Comparison of Rights of Holders of 1347 Capital Stock and Limbach Units” in this proxy statement/prospectus/information statement.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
AND PROPOSALS FOR 1347 CAPITAL STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of 1347 Capital stockholders, including with respect to the proposed Business Combination, as well as the Limbach unit holder actions that are the subject of the written consent. The following questions and answers may not include all the information that is important to 1347 Capital stockholders and Limbach unit holders. 1347 Capital and Limbach urge stockholders and unit holders, respectively, to carefully read this entire proxy statement/prospectus/information statement, including the annexes and the other documents referred to herein.

Q: Why am I receiving this proxy statement/prospectus/information statement?
A: You are receiving this proxy statement/prospectus/information statement because you have been identified as a stockholder of 1347 Capital or a unit holder Limbach as of the applicable record date, and you are entitled, as applicable, to vote at the 1347 Capital stockholder meeting to approve among other things the Business Combination and the issuance of shares of 1347 Capital common stock pursuant to the Merger Agreement, or sign and return the Limbach written consent to adopt the Merger Agreement and approve the Business Combination. This document serves as:
a proxy statement of 1347 Capital used to solicit proxies for its special meeting of stockholders;
a prospectus of 1347 Capital used to offer shares of 1347 Capital common stock in exchange for units of Limbach ownership units in the Business Combination and issuable upon exercise of Limbach options; and
an information statement of Limbach used to solicit the written consent of its unit holders for the adoption of the Merger Agreement and the approval of the Business Combination and related transactions.

1347 Capital and Limbach have entered into the Merger Agreement pursuant to which 1347 Capital will acquire Limbach through a merger of 1347 Capital’s wholly owned subsidiary with and into Limbach, with Limbach continuing as 1347 Capital’s wholly-owned subsidiary. A copy of the Merger Agreement is attached to this proxy statement/prospectus/information statement as Annex A.

1347 Capital stockholders are being asked to consider and vote upon a proposal to approve and adopt the Business Combination, including the Merger Agreement and the transactions contemplated thereby, including the approval for purposes of Nasdaq Listing Rule 5635 of the issuance pursuant to the Merger Agreement of a number of shares of 1347 Capital’s common stock that exceeds 20% of the number of shares of 1347 Capital’s common stock that is currently outstanding, among other proposals.

This proxy statement/prospectus/information statement and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus/information statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus/information statement and its annexes.

Q: What is being voted on at the special meeting?
A: Below are proposals on which 1347 Capital’s stockholders are being asked to vote.

Proposals for the Special Meeting of Stockholders

1. To approve and adopt the Merger Agreement and the transactions contemplated thereby, including the approval for purposes of Nasdaq Listing Rule 5635 of the issuance pursuant to the Merger Agreement of a number of shares of 1347 Capital’s common stock that exceeds 20% of the number of shares of 1347 Capital’s common stock that is currently outstanding (this proposal is referred to herein as the “Business Combination Proposal”);

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2. to consider and vote upon ten proposals consisting of the following amendments to 1347 Capital’s amended and restated certificate of incorporation:
to change our name to “Limbach Holdings, Inc.” and remove certain provisions related to our status as a blank check company, among other things;
to increase the number of authorized shares from 11,000,000 to 101,000,000, of which 100,000,000 will be common stock, par value $0.0001 per share, and 1,000,000 will be preferred stock, par value $0.0001 per share;
authorize the board of directors, or any authorized committee of the board of directors, to issue shares of preferred stock;
to specify that the number of directors of 1347 Capital will be fixed by resolution of the board of directors acting by not less than a majority vote of the directors then in office, to require that the Company’s directors may only be removed for cause by a vote of the majority of then outstanding shares of the Company, and that if rights to elect directors are granted to the holders of preferred stock, the terms of such directors’ terms in office are separately governed by the terms of such preferred stock;
to provide that stockholders may not act by written consent;
to provide that special meetings of the stockholders may be called only by or at the direction of the Chairman of the Board, the Chief Executive Officer of 1347 Capital or the board pursuant to a resolution adopted by the board;
to elect for the Company to not be subject to Section 203 of the DGCL;
to adopt Delaware as the exclusive forum for certain stockholder litigation;
to provide that the corporate opportunity doctrine will apply to 1347 Capital’s officers or directors and their affiliates; and
to provide that a minimum of  2/3 of the outstanding shares of capital stock of 1347 Capital will be required to amend the proposed certificate.
3. To elect six directors to 1347 Capital’s board of directors, subject to the consummation of the Business Combination (this proposal is referred to herein as the “Director Election Proposal”);
4. To approve and adopt the 1347 Capital Corp. 2016 Omnibus Incentive Plan (this proposal is referred to herein as the “Incentive Plan Proposal”); and
5. To approve the adjournment of the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented at the special meeting of stockholders or if 1347 Capital determines that one or more closing conditions under the Merger Agreement will not be satisfied (this proposal is referred to herein as the “Adjournment Proposal”). This proposal will only be presented at the special meeting if there are not sufficient votes to approve one or more of the other proposals presented to stockholders for vote.
Q: Are the proposals conditioned on one another?
A: The Business Combination Proposal is conditioned on each of the Certificate Proposals, the Director Election Proposal and the Incentive Plan Proposal. Each of the Certificate Proposals, the Director Election Proposal and the Incentive Plan Proposal are conditioned on the Business Combination Proposal. The Adjournment Proposal does not require the approval of any other proposal to be effective and will only be presented at the special meeting if there are not sufficient votes to approve one or more of the other proposals or 1347 Capital determines that one or more closing conditions under the Merger Agreement will not be satisfied. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then 1347 Capital will not consummate the Business Combination. If 1347 Capital does not consummate the Business Combination

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and fail to complete an initial business combination by July 21, 2016, 1347 Capital will be required to dissolve and liquidate the Trust Account.
Q: Is the Business Combination the first step in a “going-private” transaction?
A: 1347 Capital does not intend for the Business Combination to be the first step in a “going-private” transaction. One of the primary purposes of the Business Combination is to provide a platform for Limbach to access the U.S. public markets.
Q: What happens if I sell my shares of 1347 Capital common stock before the special meeting of stockholders?
A: The record date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of 1347 Capital common stock after the record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders.
Q: What vote is required to approve the proposals presented at the special meeting of stockholders?
A: The approval of the Business Combination Proposal and the Incentive Plan Proposal requires the affirmative vote of holders of a majority of the shares of 1347 Capital’s common stock that are voted at the special meeting of stockholders. Accordingly, a 1347 Capital stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or the failure of a 1347 Capital stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will have no effect on the outcome of any vote on the Business Combination Proposal or the Incentive Plan Proposal.

The approval of each of the Certificate Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of 1347 Capital’s common stock. Accordingly, a 1347 Capital stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” a Certificate Proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of 1347 Capital’s common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. This means that the six nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Abstentions and broker non-votes will have no effect on the election of directors.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of 1347 Capital’s common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, while a broker non-vote and shares not in attendance at the special meeting will have no effect on the outcome of any vote on the Adjournment Proposal.

Q: How many votes do I have at the special meeting of stockholders?
A: Our stockholders are entitled to one vote at the special meeting for each share of Company common stock held of record as of the record date. As of the close of business on the record date, there were 5,948,000 outstanding shares of 1347 Capital’s common stock.
Q: What constitutes a quorum at the special meeting of stockholders?
A: Holders of a majority in voting power of 1347 Capital’s common stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, a majority of 1347 Capital’s stockholders, present in person or represented by proxy, will have power to adjourn the special meeting.

As of the record date for the special meeting, 2,974,001 shares of 1347 Capital’s common stock would be required to achieve a quorum.

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Q: How will 1347 Capital’s Sponsor and insiders vote?
A: The Sponsor, directors and executive officers have agreed to vote their insider shares and any shares of common stock acquired during or after 1347 Capital’s initial public offering in favor of the Business Combination Proposal. Neither 1347 Capital nor its Sponsor, directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares. Currently, the Sponsor and insiders collectively own approximately 22.2% of 1347 Capital’s issued and outstanding shares of common stock.
Q: What happens if the Business Combination Proposal is not approved?
A: If the Business Combination Proposal is not approved and 1347 Capital does not consummate a business combination by July 21, 2016, 1347 Capital will be required to dissolve and liquidate the Trust Account.
Q: Do I have conversion rights?
A: If you are a holder of public shares and you vote either for or against the Business Combination Proposal, you may convert your public shares in exchange into a pro rata share of the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to 1347 Capital for its working capital requirements or to pay its franchise and income taxes, upon the consummation of the Business Combination. The per-share amount 1347 Capital will distribute to holders who properly convert their shares will not be reduced by the deferred underwriting fees 1347 Capital will pay to the underwriters of 1347 Capital’s initial public offering if the Business Combination is consummated. Holders of 1347 Capital’s outstanding public warrants do not have conversion rights with respect to such warrants in connection with the Business Combination. The Sponsor and insiders have agreed to waive any conversion rights with respect to any insider shares and any public shares they may have acquired during or after 1347 Capital’s initial public offering in connection with the completion of the Business Combination. The insider shares will be excluded from the pro rata calculation used to determine the per-share conversion price. The estimated per share conversion price is expected to be $10.00. Additionally, shares properly tendered for conversion will only be converted if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account including interest earned on the funds held in the Trust Account and not previously released to 1347 Capital to pay for its working capital requirements or necessary to pay its taxes in connection with the liquidation of the Trust Account.
Q: Is there a limit on the number of shares I may convert?
A: A public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of public shares of common stock. Accordingly, all shares in excess of 20% owned by a holder will not be converted. On the other hand, a public stockholder who holds less than 20% of the public shares of common stock may convert all of the public shares held by him for cash.
Q: Will how I vote affect my ability to exercise conversion rights?
A: No. You may exercise your conversion rights whether you vote your shares for or against the Business Combination Proposal, but you must vote such shares in order to exercise your conversion rights. As a result, the Business Combination Proposal can be approved by stockholders who will convert their shares and no longer remain stockholders, leaving stockholders who choose not to convert their shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of NASDAQ.
Q: How do I exercise my conversion rights?
A: In order to exercise your conversion rights, you must, prior to 5:00 p.m. Eastern time on June 27, 2016 (two business days before the special meeting), (i) submit a written request to 1347 Capital’s transfer agent that 1347 Capital convert your public shares into cash, and (ii) deliver your stock to 1347 Capital’s transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, 1347 Capital’s transfer agent, is listed under the question

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“Who can help answer my questions?” below. 1347 Capital requests that any requests for conversion include the identity as to the beneficial owner making such request. Electronic delivery of your stock generally will be faster than delivery of physical stock certificates.

A physical stock certificate will not be needed if your stock is delivered to 1347 Capital’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and 1347 Capital’s transfer agent will need to act to facilitate this request. It is 1347 Capital’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because 1347 Capital does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to convert their shares may be unable to obtain physical certificates by the deadline for exercising their conversion rights and thus will be unable to convert their shares.

Any demand for conversion, once made, may be withdrawn at any time until the deadline for exercising conversion requests and thereafter, with 1347 Capital’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for conversion to 1347 Capital’s transfer agent and decide within the required timeframe not to exercise your conversion rights, you may request that 1347 Capital’s transfer agent return the shares (physically or electronically). You may make such request by contacting 1347 Capital’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

Q: If I am a 1347 Capital warrantholder or rightholder, can I exercise conversion rights with respect to my warrants or rights?
A: No. There are no conversion rights with respect to 1347 Capital’s warrants or rights.
Q: As a Limbach unit holder, how does the Limbach board of directors recommend that I vote?
A: After careful consideration, the Limbach board of managers recommends that Limbach unit holders execute the written consent indicating their vote in favor of the adoption of the Merger Agreement and the approval of the merger and the transactions contemplated thereby.
Q: Do I have appraisal rights if I object to the proposed Business Combination?
A: No. There are no appraisal rights available to holders of 1347 Capital’s common stock or holders of Limbach’s membership interests in connection with the Business Combination.
Q: What happens to the funds held in the Trust Account upon consummation of the Business Combination?
A: If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) 1347 Capital’s public stockholders who properly exercise their conversion rights, (ii) an estimated $3,717,000 of certain fees, costs and expenses (including an aggregate of $1,610,000 of deferred underwriter’s fees and financial advisory fees to EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and Craig-Hallum Capital Group LLC (“Craig-Hallum”), regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by 1347 Capital or Limbach in connection with the transactions contemplated by the Business Combination, and (iii) cash consideration pursuant to the Merger Agreement. Any additional funds available for release from the Trust Account will be used for general corporate purposes of 1347 Capital following the Business Combination.
Q: What happens if the Business Combination is not consummated?
A: There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “The Merger Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, 1347 Capital is unable to complete a business combination by July 21, 2016, 1347 Capital’s amended and restated certificate of incorporation provides that 1347 Capital will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the

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public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to 1347 Capital to pay for its working capital requirements or necessary to pay its taxes in connection with the liquidation of the Trust Account, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of 1347 Capital’s remaining stockholders and 1347 Capital’s board of directors, dissolve and liquidate, subject in each case to 1347 Capital’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Holders of 1347 Capital’s insider shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to 1347 Capital’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q: When is the Business Combination expected to be completed?
A: It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposal No. 1 — Approval of the Business Combination.”

Q: What do I need to do now?
A: You are urged to carefully read and consider the information contained in this proxy statement/prospectus/information statement, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus/information statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. 1347 Capital and Limbach urge you to read this proxy statement/prospectus/information statement carefully, including its annexes, and to consider how the merger affects you.
Q: How do I vote?
A: If you were a holder of record of 1347 Capital’s common stock on June 10, 2016, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals: (1) in person at the special meeting of stockholders; (2) by calling the toll-free number specified on the enclosed proxy card and following the instructions when prompted; or (3) by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting of stockholders and vote in person, obtain a proxy from your broker, bank or nominee.

If you are a stockholder of 1347 Capital, you may provide your proxy instructions in one of two different ways. First, you can mail your signed proxy card in the enclosed return envelope. Second, you may also provide your proxy instructions via the Internet by following the instructions on your proxy card or voting instruction form. Please provide your proxy instructions only once, unless you are revoking a previously delivered proxy instruction, and as soon as possible so that your shares can be voted at the special meeting of 1347 Capital stockholders.

If you are a unit holder of Limbach, you may execute and return your written consent to Limbach in accordance with the instructions provided.

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Q: What will happen if I abstain from voting or fail to vote at the special meeting?
A: At the special meeting of stockholders, 1347 Capital will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have no effect on the Business Combination Proposal, the Director Election Proposal or the Incentive Plan Proposal. A failure to vote or an abstention will have the same effect as a vote “AGAINST” a Certificate Proposal, while only an abstention (and not a failure to vote) will have the same effect as a vote “AGAINST” the Adjournment Proposal.
Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?
A: Signed and dated proxies received by 1347 Capital without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders.
Q: If I am not going to attend the special meeting of stockholders in person, should I return my proxy card instead?
A: Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement/prospectus/information statement carefully and, if you are a holder of record, vote your shares by one of the following methods: (1) call the toll-free number specified on the enclosed proxy card and follow the instructions when prompted, or (2) complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided.
Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A: No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. 1347 Capital believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares or warrants, as applicable in accordance with directions you provide.
Q: May I change my vote after I have mailed my signed proxy card?
A: Yes. If you are a holder of record you may change your vote by sending a later-dated, signed proxy card to 1347 Capital’s secretary at the address listed below so that it is received by 1347 Capital’s secretary prior to the special meeting of stockholders, or attending the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to 1347 Capital’s secretary, which must be received by 1347 Capital’s secretary prior to the special meeting.
Q: What should I do if I receive more than one set of voting materials?
A: You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus/information statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

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Q: Who will solicit and pay the cost of soliciting proxies?
A: We will pay the cost of soliciting proxies for the special meeting. 1347 Capital has engaged Morrow & Co., LLC to assist in the solicitation of proxies for the special meeting. 1347 Capital has agreed to pay Morrow & Co., LLC a fee of $12,500. 1347 Capital will reimburse Morrow & Co., LLC for reasonable out-of-pocket expenses and will indemnify Morrow & Co., LLC against certain claims, liabilities, losses, damages and expenses. 1347 Capital also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of 1347 Capital’s common stock for their expenses in forwarding soliciting materials to beneficial owners of 1347 Capital’s common stock and in obtaining voting instructions from those owners. 1347 Capital’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q: Who can help answer my questions?
A: If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus/information statement or the enclosed proxy card, you should contact:

1347 Capital Corp.
150 Pierce Road, 6th Floor
Itasca, Illinois 60143
Attention: Hassan R. Baqar
Telephone: (847) 700-8064

If you are a Limbach unit holder and would like additional copies, without charge, of this proxy statement/prospectus/information statement or if you have questions about the merger, including the procedures for voting your units of membership interest of Limbach, you should contact:

Limbach Holdings LLC
31-35th Street
Pittsburgh, Pennsylvania 15201
Attention: Scott Wright
Telephone: (412) 359-2100

You may also contact 1347 Capital’s proxy solicitor at:

Morrow & Co., LLC
470 West Avenue, 3rd Floor
Stamford, Connecticut 06902
Toll free: (800) 662-5200
Telephone: (203) 658-9400

To obtain timely delivery, 1347 Capital’s stockholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about 1347 Capital from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek conversion of your public shares, you will need to send a letter demanding conversion and deliver your stock (either physically or electronically) to 1347 Capital’s transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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SUMMARY HISTORICAL FINANCIAL AND OTHER DATA OF 1347 CAPITAL

The following table sets forth summary historical financial information derived from 1347 Capital’s unaudited and audited financial statements included elsewhere in this proxy statement/prospectus/information statement as of March 31, 2016, December 31, 2015 and 2014 and the related statements of operations, stockholders’ equity, and cash flows for the three months ended March 31, 2016 and the year ended December 31, 2015 and the period from April 15, 2014 (inception) to December 31, 2014. You should read the following summary financial information in conjunction with the section entitled “1347 Capital Management’s Discussion and Analysis of Financial Condition and Results of Operations” and 1347 Capital’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus/information statement.

     
  For the Three
Months ended
March 31, 2016
  For the
year ended
December 31, 2015
  For the period
April 15, 2014
(inception) to
December 31, 2014
Statement of Operations Data:
                          
Expenses:
                          
Formation costs   $     $     $ 565  
General and administrative costs     430,243       390,974       197,739  
Operating Loss     (430,243 )      (390,974 )      (198,304 ) 
Interest income     47,097       49,749       8,549  
Net loss   $ (384,646 )    $ (339,604 )    $ (189,755 ) 
Net loss per common share outstanding:
                          
Basic and diluted   $ (0.21 )    $ (0.18 )    $ (0.12 ) 
Weighted average number of common shares outstanding:
                          
Basic and diluted   $ 1,853,611     $ 1,848,001     $ 1,579,640  
Balance Sheet Data:
                          
Cash   $ 78,804     $ 119,826     $ 397,387  
Prepaid expenses     10,265       19,496       72,479  
Investment and cash equivalents held in trust     46,050791       46,059,918       46,008,549  
Total assets   $ 46,139,860     $ 46,199,240     $ 46,478,415  
Common Stock subject to possible redemption: 4,055,919, 4,094,389 and 4,099,999 shares at approximately $10 per share as of March 31, 2016, December 31, 2015 and as of December 31, 2014, respectively   $ 40,559,190     $ 40,943,890     $ 40,999,990  
Total stockholders’ equity   $ 5,000,120     $ 5,000,067     $ 5,283,571  
Cash Flow Data:
                          
Net cash used in operating activities   $ (50,149 )    $ (226,192 )    $ (192,380 ) 
Net cash provided by (used in) investing activities   $ 9,127     $ (51,369 )    $ (46,008,549 ) 
Net cash provided by financing activities   $     $     $ 46,598,316  

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SUMMARY HISTORICAL FINANCIAL DATA OF LIMBACH

The following table sets forth summary historical financial information derived from Limbach’s audited financial statements included elsewhere in this proxy statement/prospectus/information statement as of December 31, 2015 and 2014 and the related statements of operations, members’ equity, and cash flows for the year ended December 31, 2015 and December 31, 2014. The financial data for the three months ended March 31, 2016 and 2015 have been derived from Limbach’s unaudited condensed consolidated financial statements and notes thereto included elsewhere in this proxy/prospectus/information statement. Management has prepared the unaudited consolidated financial information set forth below on the same basis as Limbach’s audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that it considers necessary for a fair presentation of our financial position and operating results for such periods. Limbach’s historical results are not necessarily indicative of the results to be expected in any future period, and Limbach’s interim results are not necessarily indicative of the results to be expected for the full fiscal year. You should read the following summary financial information in conjunction with the section entitled “Limbach Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Limbach’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus/information statement.

       
  Three Months Ended
March 31,
  Years Ended
December 31,
     2015   2016   2014   2015
     (in thousands)   (in thousands)
Statement of Operations Data:
                                   
Contract revenues   $ 78,161     $ 97,819     $ 294,436     $ 331,350  
Cost of contract revenues     67,667       85,678       255,381       285,938  
Gross profit     10,494       12,141       39,055       45,412  
General and administrative expenses     9,301       9,841       33,972       37,767  
Income (loss) from operations     1,193       2,300       5,083       7,645  
Other income (expense), net     2       4       37       (73 ) 
Interest expense     (748 )      (835 )      (3,134 )      (3,200 ) 
Total other expense, net     (746 )      (831 )      (3,097 )      (3,273 ) 
Net income (loss)   $ 447     $ 1,469     $ 1,986     $ 4,372  
Adj. EBITDA attributable to Limbach   $ 2,385     $ 3,311     $ 9,076     $ 13,180  
Balance Sheet Data:
                                   
Cash         $ 84     $ 8,612     $ 6,107  
Accounts Receivable              91,410       73,858       85,357  
Costs and Earnings in Excess of Billings           22,281       12,896       20,745  
Total assets         $ 129,581     $ 109,270     $ 127,329  
Accounts Payable            $ 37,650     $ 39,911     $ 42,569  
Billings in Excess of Costs and Earnings              31,530       24,699       26,272  
Term Debt, Revolver, Sub Debt and Leases           36,551       30,070       33,655  
Total Liabilities         $ 119,903     $ 105,309     $ 119,120  
Total Members’ Equity         $ 9,678     $ 3,961     $ 8,209  
Cash Flow Data:
                                   
Net cash provided by operating activities   $ (4,315 )    $ (7,011 )    $ 4,131     $ 606  
Net cash used in investing activities   $ (135 )    $ (742 )    $ (818 )    $ (2,322 ) 
Net cash used in financing activities   $ (3,007 )    $ 1,667     $ (5,571 )    $ (788 ) 

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COMPARATIVE SHARE INFORMATION

The following table sets forth the per share data of Limbach and 1347 Capital on a stand-alone basis for the year ended December 31, 2015 and the three months ended March 31, 2016 and the Unaudited Pro Forma Combined Information for the year ended December 31, 2015 and the three months ended March 31, 2016 after giving effect to the Business Combination and the related proposed financing transactions, assuming (1) no conversions from the Trust Account, an (2) $26 million conversions from the Trust Account.

The Unaudited Pro Forma Combined Share Information does not purport to represent what the actual results of operations of Limbach and 1347 Capital would have been had the Business Combination and proposed related financing transactions been completed or to forecast Limbach’s and 1347 Capital’s results of operations that may be achieved after the Business Combination. The unaudited pro forma book value per share information below does not purport to represent what the value of Limbach and 1347 Capital would have been had the Business Combination or the proposed related financing transactions been completed nor the book value per share for any future date or period.

       
  Limbach   1347 Capital   Pro Forma
Combined
Assuming No
Redemption
  Pro Forma
Combined
Assuming
$26,000,000
Redemption
Net income (loss) attributable to common stock holders or pro forma net income (loss) attributable to common stock holders for the three months ended March 31, 2016   $ 1,468,610     $ (384,646 )    $ 295,465     $ 95,465  
Weighted average shares outstanding – basic and diluted(a)     N/A       1,853,611       7,977,800       6,377,800  
Net (loss) attributable to common stock holders per share or pro forma net income (loss) attributable to common stock holders per share for the three months ended March 31, 2016 – basic & diluted     N/A     $ (0.21 )    $ 0.04     $ 0.01  
Book value per share or pro forma book value per share as of March 31, 2016     N/A     $ 2.70     $ 7.10     $ 6.41  
Net income (loss) attributable to common stock holders or pro forma net income attributable to common stock holders for the year ended December 31, 2015   $ 4,371,720     $ (339,604 )    $ 926,371     $ 126,371  
Weighted average shares outstanding – basic and diluted(a)     N/A       1,848,001       7,977,800       6,377,800  
Net (loss) attributable to common stock holders per share or pro forma net income attributable to common stock holders per share for the year ended December 31, 2015 – basic & diluted     N/A     $ (0.18 )    $ 0.12     $ 0.02  

(a) None of the pro forma outstanding dilutive securities are expected to be in-the-money at the Business Combination date, hence basic and diluted weighted average outstanding shares are the same.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this proxy statement/prospectus/information statement. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for 1347 Capital’s business, and the timing and ability for 1347 Capital to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

the benefits of the Business Combination;
the future financial performance of 1347 Capital following the Business Combination;
changes in the markets in which Limbach competes;
growth plans and opportunities, including planned product and service offerings;
the outcome of any known and unknown litigation; and
other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus/information statement, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing 1347 Capital’s views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus/information statement. As a result of a number of known and unknown risks and uncertainties, 1347 Capital’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
the outcome of any legal proceedings that may be instituted against Limbach or 1347 Capital following announcement of the proposed Business Combination and transactions contemplated thereby;
the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to obtain approval of the stockholders of 1347 Capital, or other conditions to closing in the Merger Agreement;
the ability to obtain or maintain the listing of 1347 Capital’s common stock on Nasdaq following the Business Combination;
the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;
the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability to integrate the Limbach and 1347 Capital businesses, and the ability of the combined business to grow and manage growth profitably;
costs related to the Business Combination;
changes in applicable laws or regulations;
the inability to profitably expand into new markets;

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the possibility that Limbach or 1347 Capital may be adversely affected by other economic, business, and/or competitive factors; and
other risks and uncertainties indicated in this proxy statement/prospectus/information statement, including those under “Risk Factors.”

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RISK FACTORS

1347 Capital stockholders and Limbach unit holders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus/information statement, before 1347 Capital stockholders decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus/information statement and before Limbach unit holders elect to approve the Business Combination and adopt the Merger Agreement and the transactions contemplated thereby by returning to Limbach a signed written consent. The risks described below are those which 1347 Capital and Limbach believe are the material risks that we face. Additional risks not presently known to us or which we currently consider immaterial may also have an adverse effect on us. Any risk described below that could have an adverse impact on Limbach’s business or financial condition may have a material adverse impact on the post-Business Combination company. Some statements in this proxy statement/prospectus/information statement, including such statements in the following risk factors, constitute forward-looking statements. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Limbach’s Business and Industry

References in this “Risks Related to Limbach’s Business and Industry” section to “we” and “our” shall refer to Limbach.

Certain of the markets where Limbach works have not experienced a full recovery of construction activity coming out of the most recent economic downturn.

Construction activity and opportunity in certain markets in Ohio, Western Pennsylvania and Michigan has not returned to pre-recessionary levels. Competition in these markets remains intense. This lack of construction activity may materially and adversely affect Limbach’s business because its business is dependent on levels of construction activity.

Limbach’s contract backlog is subject to unexpected adjustments and cancellations and could be an uncertain indicator of its future earnings.

Limbach cannot guarantee that the revenues projected in its contract backlog will be realized or, if realized, will be profitable. Projects reflected in the contract backlog may be affected by project cancellations, scope adjustments, time extensions or other changes. Such changes may adversely affect the revenue and profit we ultimately realize on these projects.

Because Limbach bears the risk of cost overruns in most of its contracts, Limbach may experience reduced profits or, in some cases, losses if costs increase above estimates.

Limbach’s contract prices are established largely upon estimates and assumptions of its projected costs, including assumptions about: future economic conditions; prices, including commodities prices; availability of labor, including the costs of providing labor, equipment, and materials; and other factors outside its control. If Limbach’s estimates or assumptions prove to be inaccurate, if circumstances change in a way that renders assumptions and estimates inaccurate or Limbach fails to successfully execute the work, cost overruns may occur and Limbach could experience reduced profits or a loss for affected projects. For instance, unanticipated technical problems may arise; Limbach could have difficulty obtaining permits or approvals; local laws, labor costs or labor conditions could change; bad weather could delay construction; raw materials prices could increase; suppliers or subcontractors may fail to perform as expected; or site conditions may be different than expected. Limbach is also exposed to increases in energy prices. Additionally, in certain circumstances, Limbach guarantees project completion or the achievement of certain acceptance and performance testing levels by a scheduled date. This includes its performance contracting services tied to energy savings on retrofitted energy conservation projects. Failure to meet schedule or performance requirements typically results in additional costs to Limbach, and in some cases may also create liability for consequential and liquidated damages. Performance problems for existing and future projects could cause Limbach’s actual results of operations to differ materially from those anticipated and could damage its reputation within the industry and Limbach’s customer base.

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The costs incurred and gross profit realized on Limbach’s contracts can vary, sometimes substantially, from the original projections due to a variety of factors, including, but not limited to:

on-site conditions that differ from those in the original bid or contract;
failure to include required materials or work in a bid, or the failure to estimate properly the quantities or costs needed to complete a lump sum or guaranteed maximum price contract;
contract or project modifications creating unanticipated costs not covered by change orders;
failure by the customer, owner or general contractor to properly approve and authorize change orders for work that is required and, as a result, the inability to bill and collect for the value of the work performed;
failure by suppliers, vendors, subcontractors, designers, engineers, consultants, joint venture partners or customers to perform their obligations;
delays in quickly identifying and taking measures to address issues which arise during contract execution;
changes in availability, proximity and costs of materials, including pipe, sheet metal, and other construction materials;
claims or demands from third parties for alleged damages arising from the design, construction or use and operation of a project of which Limbach’s work is part;
difficulties in obtaining required governmental permits or approvals;
availability and skill level of workers in the geographic location of a project;
citations issued by any governmental authority, including the Occupational Safety and Health Administration;
unexpected labor conditions or work stoppages;
changes in applicable laws and regulations;
delays caused by weather conditions;
fraud, theft or other improper activities by suppliers, vendors, subcontractors, designers, engineers, consultants, joint venture partners or customers or Limbach’s own personnel; and
mechanical or performance problems with equipment.

Many of Limbach’s contracts with its customers contain provisions that purport to shift some or all of the above risks from the customer to Limbach, even in cases where the customer is partly at fault. Limbach is not always able to shift this risk to subcontractors. Limbach’s experience has often been that customers are willing to negotiate equitable adjustments in the contract compensation or completion time provisions if unexpected circumstances arise. However, customers may seek to impose contractual risk-shifting provisions more aggressively, which could increase risks and adversely affect Limbach’s cash flow, earnings and financial position.

Intense competition in Limbach’s industry could reduce its market share and profit.

The markets Limbach serves are highly fragmented and competitive. The industry is characterized by many small companies whose activities are geographically concentrated. Limbach competes on the basis of its technical expertise and experience, financial and operational resources, nationwide presence, industry reputation and dependability. While Limbach believes its customers consider a number of these factors in awarding available contracts, a large portion of its work is awarded through a bid process. Consequently, price is often the principal factor in determining which contractor is selected, especially on smaller, less complex projects. Smaller competitors are sometimes able to win bids for these projects based on price alone due to their lower cost and financial return requirements. Limbach expects competition to intensify in the industry, presenting it with significant challenges in its ability to maintain strong growth rates and acceptable profit margins. Limbach also expects increased competition from in-house service providers, because some of its

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customers have employees who perform service and maintenance work similar to the services we provide. Vertical consolidation is also expected to intensify competition in the industry. If Limbach is unable to meet these competitive challenges, it will lose market share to its competitors and experience an overall reduction in its profits. In addition, Limbach’s profitability will be impaired if it has to reduce prices to remain competitive.

Limbach’s business has union and open shop operations, subjecting the business to risk for labor disputes.

Limbach has separate subsidiary employers that have union and non-union operations. The Company regularly reviews its organizational structure for compliance with all contractual and legal obligations. Limbach’s management and professional advisors believe that the Company is properly organized, but there is a risk that the structure and operations could be challenged by one of the unions. An adverse claim or judgment resulting from such a challenge could have a material adverse effect on our operations.

Limbach’s success depends upon the continuing contributions of certain key personnel, each of whom would be difficult to replace. If Limbach loses the benefit of the experience, efforts and abilities of one or more of these individuals, its operating results could suffer.

Limbach’s continuing success depends on the performance of its management team. Limbach cannot guarantee the continued employment of any of its key executives who may choose to leave the company for any number of reasons, such as other business opportunities, differing views on strategic direction or other reasons. Limbach relies on the experience, efforts and abilities of these individuals, each of whom would be difficult to replace.

If Limbach is unable to attract and retain qualified managers and employees, it will be unable to operate efficiently, which could reduce its profitability.

Limbach’s business is labor intensive, and many of its operations experience a high rate of employment turnover. At times of low unemployment rates in the United States, it will be more difficult to find qualified personnel in some geographic areas where Limbach operates. Additionally, Limbach’s business is managed by a small number of key executive and operational officers. Generally, the industry is facing a shortage of trained, skilled, and qualified management, operational, and field personnel. Limbach may be unable to hire and retain the sufficient skilled labor force necessary to operate efficiently and to support its growth strategy. Limbach’s labor expenses may increase as a result of a shortage in the supply of skilled personnel. Labor shortages, increased labor costs or the loss of key personnel could reduce Limbach’s profitability and negatively impact its business. Further, Limbach’s relationship with some customers could suffer if it is unable to retain the employees with whom those customers primarily work and have established relationships.

Limbach’s inability to properly utilize its workforce could have a negative impact on its profitability.

The extent to which Limbach utilizes its workforce affects its profitability. Underutilizing the workforce could result in lower gross margins and, consequently, a decrease in short-term profitability. On the other hand, overutilization of the workforce could negatively impact safety, employee satisfaction and project execution, leading to a potential decline in future project awards. The utilization of Limbach’s workforce is impacted by numerous factors, including:

the estimate of headcount requirements and the ability to manage attrition;
efficiency in scheduling projects and the ability to minimize downtime between project assignments;
productivity;
labor disputes; and
availability of skilled labor at any given time.

Limbach’s success depends on attracting and retaining qualified personnel, joint venture partners and subcontractors in a competitive environment.

The success of Limbach’s business is dependent on its ability to attract, develop and retain qualified personnel, joint venture partners, advisors and subcontractors. Changes in general or local economic

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conditions and the resulting impact on the labor market and on Limbach’s joint venture partners may make it difficult to attract or retain qualified individuals in the geographic areas where Limbach performs its work. If Limbach is unable to provide competitive compensation packages, high-quality training programs and attractive work environments, or to establish and maintain successful partnerships, the ability to profitably execute its work could be adversely impacted.

In certain markets, Limbach relies heavily on immigrant labor. Limbach has taken steps that it believes are sufficient and appropriate to ensure compliance with immigration laws. However, Limbach cannot provide assurance that its management has identified, or will identify in the future, all illegal immigrants who work for Limbach. The failure to identify illegal immigrants who work for Limbach may result in fines or other penalties being imposed upon the company, which could have a material adverse effect on its operations, results of operations and financial condition.

Limbach’s participation in construction joint ventures exposes it to liability and/or harm to its reputation for failures of its partners.

As part of Limbach’s business, it is a party to joint venture arrangements, pursuant to which it typically jointly bids on and executes particular projects with other companies in the construction industry. Success on these joint projects depends upon the various risks discussed in these “Risk Factors” and on whether Limbach’s joint venture partners satisfy their contractual obligations.

Limbach and its joint venture partners are generally jointly and severally liable for all liabilities and obligations of the joint ventures. If a joint venture partner fails to perform or is financially unable to bear its portion of required capital contributions or other obligations, including liabilities stemming from lawsuits, Limbach could be required to make additional investments, provide additional services or pay more than its proportionate share of a liability to make up for its partner’s shortfall. Furthermore, if Limbach is unable to adequately address its partner’s performance issues, the customer may terminate the project, which could result in legal liability to Limbach, harm to its reputation and reduction to its profit on a project.

Limbach may be unable to identify and contract with qualified Disadvantaged Business Enterprise (“DBE”) contractors to perform as subcontractors.

Certain of Limbach’s projects contain minimum DBE participation clauses. If Limbach subsequently fails to complete these projects with the minimum DBE participation, it may be held responsible for breach of contract, which may include restrictions on its ability to bid on future projects, as well as monetary damages. To the extent Limbach is responsible for monetary damages, the total costs of the project could exceed the original estimates, Limbach could experience reduced profits or a loss for that project, and there could be a material adverse impact to Limbach’s financial position, results of operations, cash flows and liquidity.

Strikes or work stoppages could have a negative impact on Limbach’s operations and results.

Limbach is party to collective bargaining agreements covering a majority of its craft workforce. Although strikes, work stoppages and other labor disputes have not had a significant impact on Limbach’s operations or results in the past, such labor actions, or an inability to renew the collective bargaining agreements, could have a significant impact on its operations and results if they occur in the future.

Limbach participates in many multiemployer union pension plans which could result in substantial liabilities being incurred.

Limbach contributes to approximately 50 multiemployer union pension plans based upon wages paid to its union employees that could result in it being responsible for a portion of the unfunded liabilities under such plans. Limbach’s potential liability for unfunded liabilities could be material. Under the Employee Retirement Income Security Act, Limbach may become liable for its proportionate share of a multiemployer pension plan’s underfunding, if it ceases to contribute to that pension plan or significantly reduces the employees in respect of which it makes contributions to that pension plan.

Timing of the award and performance of new contracts could have an adverse effect on Limbach’s operating results and cash flow.

A substantial portion of Limbach’s revenues and earnings is generated from large-scale project awards. The timing of project awards is unpredictable and outside of Limbach’s control. Awards, including expansions

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of existing projects, often involve complex and lengthy negotiations and competitive bidding processes. These processes can be impacted by a wide variety of factors, including a customer’s decision to not proceed with the development of a project, governmental approvals, financing contingencies, commodity prices, environmental conditions, and overall market and economic conditions. Limbach may not win contracts that it has bid upon due to price, a customer’s perception of Limbach’s ability to perform and/or perceived technology advantages held by others. Many of Limbach’s competitors may be more inclined to take greater or unusual risks or terms and conditions in a contract that it might not deem acceptable. Because a significant portion of Limbach’s revenues is generated from large projects, its results of operations can fluctuate quarterly and annually depending on whether and when large project awards occur and the commencement and progress of work under large contracts already awarded. As a result, Limbach is subject to the risk of losing new awards to competitors or the risk that revenue may not be derived from awarded projects as quickly as anticipated.

The uncertainty of the timing of contract awards may also present difficulties in matching the size of Limbach’s work crews with contract needs. In some cases, Limbach may maintain and bear the cost of more ready work crews than are currently required, in anticipation of future needs for existing contracts or expected future contracts. If a contract is delayed or an expected contract award is not received, Limbach would incur costs that could have a material adverse effect on its anticipated profit.

In addition, the timing of the revenues, earnings and cash flows from Limbach’s contracts can be delayed by a number of factors, including adverse weather conditions; other subcontractors delaying the progression of proceeding work; delays in receiving material and equipment from suppliers and services from subcontractors; and changes in the scope of work to be performed. Such delays, if they occur, could have adverse effects on Limbach’s operating results for current and future periods until the affected contracts are completed.

Design-build contracts subject Limbach to the risk of design errors and omissions.

Design-build is increasingly being used as a method of project delivery as it provides the customer with a single point of responsibility for both design and construction. When Limbach is awarded these projects it typically performs the design and engineering work in-house. In the event of a design error or omission by Limbach causing damages, there is risk that Limbach, the subcontractor or the respective professional liability insurance or errors and omissions insurance would not be able to absorb the liability. Any liabilities resulting from an asserted design defect with respect to Limbach’s construction projects may have a material adverse effect on our financial position, results of operations and cash flows.

Limbach’s dependence on a limited number of customers could adversely affect its business and results of operations.

Due to the size and nature of Limbach’s regional construction contracts, one or a few customers have in the past, and may in the future, represent a substantial portion of its consolidated revenues and gross profits in any one year or over a period of several consecutive years. Similarly, Limbach’s backlog frequently reflects multiple contracts for certain customers; therefore, one customer may comprise a significant percentage of backlog at a certain point in time. The loss of business from any one of such customers could have a material adverse effect on Limbach’s business or results of operations. Also, a default or delay in payment on a significant scale by a customer could materially adversely affect Limbach’s business, results of operations, cash flows and financial condition.

Limbach’s dependence on subcontractors and suppliers of materials could increase its costs and impair its ability to complete contracts on a timely basis or at all, which would adversely affect Limbach’s profits and cash flow.

Limbach relies heavily on third-party subcontractors to perform some, or often a majority of the work on many of its contracts. Limbach also relies almost exclusively on third-party suppliers to provide the materials (including pipe, sheet metal and control systems) for its contracts. If Limbach is unable to retain qualified subcontractors or suppliers, or if its subcontractors or suppliers do not perform as anticipated for any reason, Limbach’s execution and profitability could be harmed. By contract, Limbach remains liable to its customers for the performance or failures of its subcontractors and suppliers.

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Limbach generally does not bid on projects unless it has commitments from suppliers for the materials and equipment and from subcontractors for the services required to complete the projects at prices that have been included in the bid. Thus, to the extent that Limbach cannot obtain commitments from its suppliers for materials and equipment, and from subcontractors for services needed, its ability to bid for contracts may be impaired. In addition, if a supplier or subcontractor is unable to deliver materials, equipment or services according to the negotiated terms of a supply/services agreement for any reason, including the deterioration of its financial condition, Limbach may suffer delays and be required to purchase the materials, equipment and services from another source at a higher price or incur other unanticipated costs. This may reduce the profit to be realized, or result in a loss, on a contract.

Earnings for future periods may be impacted by impairment charges for goodwill and intangible assets.

Limbach will carry a significant amount of goodwill and identifiable intangible assets on its consolidated balance sheets after the transaction. Goodwill is the excess of purchase price over the estimated fair value of the net assets of acquired businesses. Limbach assesses goodwill for impairment each year, and more frequently if circumstances suggest an impairment may have occurred. Limbach may determine in the future that a significant impairment has occurred in the value of its unamortized intangible assets or fixed assets, which could require Limbach to write off a portion of its assets and could adversely affect its financial condition or reported results of operations.

Actual and potential claims, lawsuits and proceedings could ultimately reduce Limbach’s profitability and liquidity and weaken its financial condition.

Limbach is likely to continue to be named as a defendant in legal proceedings claiming damages from it in connection with the operation of its business. These actions and proceedings may involve claims for, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination, breach of contract, or property damage. In addition, Limbach may be subject to class action lawsuits involving allegations of violations of the Fair Labor Standards Act and state wage and hour laws. Due to the inherent uncertainties of litigation, Limbach cannot accurately predict the ultimate outcome of any such actions or proceedings. Limbach also is, and is likely to continue to be, from time to time a plaintiff in legal proceedings against customers, in which it seeks to recover payment of contractual amounts it is owed, as well as claims for increased costs it incurs. When appropriate, Limbach establishes provisions against possible exposures, and adjusts these provisions from time to time according to ongoing exposure. If the assumptions and estimates related to these exposures prove to be inadequate or inaccurate, Limbach could experience a reduction in its profitability and liquidity and a weakening of its financial condition. In addition, claims, lawsuits and proceedings may harm Limbach’s reputation or divert management resources away from operating the business.

Limbach typically warrants the services it provides, guaranteeing the work performed against defects in workmanship and the material we supply. If warranty claims occur, Limbach could be required to repair or replace warrantied items at Limbach’s cost. In addition, Limbach’s customers may elect to repair or replace the warrantied item by using the services of another provider and require Limbach to pay for the cost of the repair or replacement. Costs incurred as a result of warranty claims could adversely affect Limbach’s operating results and financial condition.

Limbach’s use of the percentage-of-completion method of accounting could result in a reduction or reversal of previously recorded revenue or profits.

A material portion of Limbach’s revenue is recognized using the percentage-of-completion method of accounting, which results in recognizing contract revenue and earnings ratably over the contract term in the proportion that Limbach’s actual costs bear to its estimated contract costs. The earnings or losses recognized on individual contracts are based on estimates of contract revenue, costs and profitability. Limbach reviews its estimates of contract revenue, costs and profitability on an ongoing basis. Prior to contract completion, Limbach may adjust its estimates on one or more occasions as a result of change orders to the original contract, collection disputes with the customer on amounts invoiced, or claims against the customer for increased costs incurred by Limbach due to customer-induced delays and other factors. Contract losses are recognized in the fiscal period when the loss is determined. Contract profit estimates are also adjusted in the

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fiscal period in which it is determined that an adjustment is required. As a result of the requirements of the percentage-of-completion method of accounting, the possibility exists, for example, that Limbach could have estimated and reported a profit on a contract over several periods and later determined, usually near contract completion, that all or a portion of such previously estimated and reported profits were overstated. If this occurs, the full aggregate amount of the overstatement will be reported for the period in which such determination is made, thereby eliminating all or a portion of any profits from other contracts that would have otherwise been reported in such period, or even resulting in a loss being reported for such period. On a historical basis, Limbach believes that it has made reasonably reliable estimates of the progress towards completion on its long-term contracts. However, given the uncertainties associated with these types of contracts, it is possible for actual costs to vary from estimates previously made, which may result in reductions or reversals of previously recorded revenue and profits.

A significant portion of Limbach’s business depends on its ability to provide surety bonds. Any difficulties in the financial and surety markets may adversely affect Limbach’s bonding capacity and availability.

In the past Limbach has expanded, and it is possible will continue to expand, the number and percentage of total contract dollars that require an underlying construction surety bond (bid, payment, and performance bonds). Historically, surety market conditions have experienced times of difficulty as a result of significant losses incurred by many surety companies and the results of macroeconomic trends outside of Limbach’s control. Consequently, during times when less overall bonding capacity is available in the market, surety terms have become more expensive and more restrictive. As such, Limbach cannot guarantee its ability to maintain a sufficient level of bonding capacity in the future, which could preclude its ability to bid for certain contracts or successfully contract with some customers. Additionally, even if Limbach continues to be able to access bonding capacity to sufficiently bond future work, it may be required to post collateral to secure bonds, which would decrease the liquidity it would have available for other purposes. Limbach’s surety providers are under no commitment to guarantee Limbach’s access to new bonds in the future; thus, Limbach’s ability to access or increase bonding capacity is at the sole discretion of its surety providers. If Limbach’s surety companies were to limit or eliminate its access to bonds, the alternatives would include seeking bonding capacity from other surety companies, increasing business with clients that do not require bonds and posting other forms of collateral for project performance, such as letters of credit or cash. Limbach may be unable to secure these alternatives in a timely manner, on acceptable terms, or at all. As such, if Limbach were to experience an interruption or reduction in the availability of bonding capacity, it is likely it would be unable to compete for or work on certain projects.

Limbach places significant decision making powers with its subsidiaries’ management, which presents certain risks.

Limbach believes that its practice of placing significant decision making powers with local management is important to its successful growth and allows the company to be responsive to opportunities and to customers’ needs. However, this practice presents certain risks, including the risk that Limbach may be slower or less effective in its attempts to identify or react to problems affecting an important business than it would under a more centralized structure, or that it would be slower to identify a misalignment between a subsidiary’s and Limbach’s overall business strategy. Further, if a subsidiary location fails to follow Limbach’s compliance policies, it could be made party to a contract, arrangement or situation that requires the assumption of large liabilities or has less advantageous terms than is typically found in the market.

Information technology system failures, network disruptions or cyber security breaches could adversely affect Limbach’s business.

Limbach uses sophisticated information technology systems, networks, and infrastructure in conducting some of its day-to-day operations and providing services to certain customers, including technology used for building designs, project modeling and scheduling. Information technology system failures, including suppliers’ or vendors’ system failures, could disrupt Limbach’s operations by causing transaction errors, processing inefficiencies, the loss of customers, other business disruptions, or the loss of employee personal information. In addition, these systems, networks, and infrastructure may be vulnerable to deliberate cyber-attacks that interfere with their functionality or the confidentiality of Limbach’s information or its

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customers’ data. These events could impact Limbach’s customers, employees and reputation and lead to financial losses from remediation actions, loss of business or potential liability, or an increase in expense, all of which may have a material adverse effect on Limbach’s business.

Limbach’s insurance policies against many potential liabilities require high deductibles. Additionally, difficulties in the insurance markets may adversely affect Limbach’s ability to obtain necessary insurance.

Although Limbach maintains insurance policies with respect to its related exposures, these policies are subject to high deductibles; as such, Limbach is, in effect, self-insured for substantially all of its typical claims. Limbach’s estimates of liabilities for unpaid claims and associated expenses and the appropriateness of the estimated liability are reviewed and updated quarterly. However, insurance liabilities are difficult to assess and estimate due to the many relevant factors, the effects of which are often unknown, including the severity of an injury, the determination of Limbach’s liability in proportion to other parties, the number of incidents that have occurred but are not reported, and the effectiveness of Limbach’s safety program. Limbach’s accruals are based on known facts, historical trends (both internal trends and industry averages) and Limbach’s reasonable estimate of its future expenses. Limbach believes its accruals are adequate. However, its risk management strategies and techniques may not be fully effective in mitigating the risk exposure in all market environments or against all types of risk. If any of the variety of instruments, processes or strategies Limbach uses to manage its exposure to various types of risk are not effective, Limbach may incur losses that are not covered by its insurance policies or that exceed its accruals or coverage limits.

Additionally, Limbach typically is contractually required to provide proof of insurance on projects it works on. Historically, insurance market conditions become more difficult for insurance consumers during periods when insurance companies suffer significant investment losses as well as casualty losses. Consequently, it is possible that insurance markets will become more expensive and restrictive. Also, Limbach’s prior casualty loss history might adversely affect its ability to procure insurance within commercially reasonable ranges. As such, Limbach may not be able to maintain commercially reasonable levels of insurance coverage in the future, which could preclude its ability to work on many projects. Limbach’s insurance providers are under no commitment to renew its existing insurance policies in the future; therefore, Limbach’s ability to obtain necessary levels or kinds of insurance coverage is subject to market forces outside its control. If Limbach were unable to obtain necessary levels of insurance, it is likely it would be unable to compete for or work on most projects.

Failure to remain in compliance with covenants under Limbach’s credit agreement, service its indebtedness, or fund its other liquidity needs could adversely impact Limbach’s business.

Limbach’s credit agreement and related restrictive and financial covenants are more fully described in Note 7 of “Notes to the Consolidated Financial Statements” for Limbach Holdings, LLC. Limbach’s failure to comply with any of these covenants, or to pay principal, interest or other amounts when due thereunder, would constitute an event of default under the credit agreement. Default under the credit agreement could result in (1) Limbach no longer being entitled to borrow under the agreement; (2) termination of the agreement; (3) acceleration of the maturity of outstanding indebtedness under the agreement; and/or (4) foreclosure on any collateral securing the obligations under the agreement. If Limbach is unable to service its debt obligations or fund its other liquidity needs, Limbach could be forced to curtail its operations, reorganize its capital structure (including through bankruptcy proceedings) or liquidate some or all of its assets in a manner that could cause holders of its securities to experience a partial or total loss of their investment.

If Limbach experiences delays and/or defaults in customer payments, it could be unable to recover all expenditures.

Because of the nature of Limbach’s contracts, at times it commits resources to projects prior to receiving payments from the customer in amounts sufficient to cover expenditures on projects as they are incurred. Delays in customer payments may require Limbach to make a working capital investment. If a customer defaults in making their payments on a project to which Limbach has devoted resources, it could have a material negative effect on Limbach’s results of operations.

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Misconduct by Limbach’s employees, subcontractors or partners or Limbach’s overall failure to comply with laws or regulations could harm its reputation, damage its relationships with customers, reduce Limbach’s revenue and profits, and subject it to criminal and civil enforcement actions.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one or more of Limbach’s employees, subcontractors or partners could have a significant negative impact on its business and reputation. Examples of such misconduct include employee or subcontractor theft, the failure to comply with safety standards, laws and regulations, customer requirements, environmental laws, and any other applicable laws or regulations. While Limbach takes precautions to prevent and detect these activities, such precautions may not be effective and are subject to inherent limitations, including human error and fraud. Limbach’s failure to comply with applicable laws or regulations or acts of misconduct could subject Limbach to fines and penalties, harm its reputation, damage relationships with customers, reduce Limbach’s revenue and profits, and subject Limbach to criminal and civil enforcement actions.

Failure or circumvention of Limbach’s disclosure controls and procedures or internal controls over financial reporting could seriously harm its financial condition, results of operations, and business.

Limbach plans to continue to maintain and strengthen internal controls and procedures to enhance the effectiveness of its disclosure controls and internal controls over financial reporting. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, and not absolute, assurances that the objectives of the system are met. Any failure of Limbach’s disclosure controls and procedures or internal controls over financial reporting could harm its financial condition and results of operations.

Limbach has subsidiary operations through the United States and is exposed to multiple state and local regulations, as well as federal laws and requirements applicable to government contractors. Changes in law, regulations or requirements, or a material failure of any of its subsidiaries or Limbach to comply with any of them, could increase its costs and have other negative impacts on its business.

Limbach’s 14 locations operate in 24 states, which exposes it to a variety of state and local laws and regulations, particularly those pertaining to contractor licensing requirements. These laws and regulations govern many aspects of Limbach’s business, and there are often different standards and requirements in different locations. In addition, Limbach’s subsidiaries that perform work for federal government entities are subject to additional federal laws and regulatory and contractual requirements. Changes in any of these laws, or any of Limbach’s subsidiaries’ material failure to comply with them, can adversely impact Limbach’s operations by, among other things, increasing costs, distracting management’s time and attention from other items, and harming Limbach’s reputation.

As Federal Government Contractors under applicable federal regulations, Limbach’s subsidiaries are subject to a number of rules and regulations, and their contracts with government entities are subject to audit. Violations of the applicable rules and regulations could result in a subsidiary being barred from future government contracts.

Federal Government Contractors must comply with many regulations and other requirements that relate to the award, administration and performance of government contracts. A violation of these laws and regulations could result in imposition of fines and penalties, the termination of a government contract, or debarment from bidding on government contracts in the future. Further, despite Limbach’s decentralized nature, a violation at one of its locations could impact the ability of the other locations to bid on and perform government contracts; additionally, because of Limbach’s decentralized nature, it faces risks in maintaining compliance with all local, state and federal government contracting requirements. Prohibition against bidding on future government contracts could have an adverse effect on Limbach’s financial condition and results of operations.

Past and future environmental, safety and health regulations could impose significant additional costs on Limbach that reduce its profits.

HVAC systems are subject to various environmental statutes and regulations, including the Clean Air Act and those regulating the production, servicing and disposal of certain ozone-depleting refrigerants used in HVAC systems. There can be no assurance that the regulatory environment in which Limbach operates will

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not change significantly in the future. Various local, state and federal laws and regulations impose licensing standards on technicians who install and service HVAC systems. And additional laws, regulations and standards apply to contractors who perform work that is being funded by public money, particularly federal public funding. Limbach’s failure to comply with these laws and regulations could subject it to substantial fines, the loss of licenses or potentially debarment from future publicly-funded work. It is impossible to predict the full nature and effect of judicial, legislative or regulatory developments relating to health and safety regulations and environmental protection regulations applicable to Limbach’s operations.

Unsatisfactory safety performance may subject Limbach to penalties, affect customer relationships, result in higher operating costs, negatively impact employee morale and result in higher employee turnover.

Limbach’s projects are conducted at a variety of sites including construction sites and industrial facilities. Each location is subject to numerous safety risks, including electrocutions, fires, explosions, mechanical failures, weather-related incidents, transportation accidents and damage to equipment. These hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment and other consequential damages, and could lead to suspension of operations, large damage claims and, in extreme cases, criminal liability. While Limbach has taken what it believes are appropriate precautions to minimize safety risks, it has experienced serious accidents in the past and may experience additional accidents in the future. Serious accidents may subject Limbach to penalties, civil litigation or criminal prosecution. Claims for damages to persons, including claims for bodily injury or loss of life, could result in significant costs and liabilities, which could adversely affect Limbach’s financial condition and results of operations. In addition, like other companies in its industry, Limbach tracks its injury history in the form of an Experience Modification Rate (“EMR”). In the event that the EMR associated with certain of Limbach’s operating units exceeds the minimum threshold set by customers, Limbach may be unable to pursue certain projects. Poor safety performance could also jeopardize Limbach’s relationships with its customers and harm its reputation.

If Limbach does not effectively manage the size and cost of its operations, its existing infrastructure may become either strained or over-burdensome, and Limbach may be unable to increase revenue growth.

The growth that Limbach has experienced in the past, and that it may experience in the future, may provide challenges to Limbach’s organization, requiring it to expand its personnel and operations. Future growth may strain Limbach’s infrastructure, operations and other managerial and operating resources. Limbach has also experienced severe constriction in the markets in which it operated in the past and, as a result, in its operating requirements. Failing to maintain the appropriate cost structure for a particular economic cycle may result in Limbach incurring costs that affect its profitability. If Limbach’s business resources become strained or over-burdensome, its earnings may be adversely affected and it may be unable to increase revenue growth. Further, Limbach may undertake contractual commitments that exceed its labor resources, which could also adversely affect its earnings and ability to increase revenue growth.

Limbach is susceptible to adverse weather conditions, which may harm its business and financial results.

Limbach’s business may be adversely affected by severe weather in areas where it has significant operations. Repercussions of severe weather conditions may include:

curtailment of services;
suspension of operations;
inability to meet performance schedules in accordance with contracts and potential liability for liquidated damages;
injuries or fatalities;
weather related damage to facilities;
disruption of information systems;
inability to receive machinery, equipment and materials at jobsites; and
loss of productivity.

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Force majeure events, including natural disasters and terrorists’ actions, could negatively impact Limbach’s business, which may affect its financial condition, results of operations or cash flows.

Force majeure, or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters, as well as terrorist actions, could negatively impact Limbach. Limbach typically negotiates contract language, providing certain relief from force majeure events in private client contracts, and review and attempt to mitigate force majeure events in both public and private client contracts. Limbach remains obligated to perform its services after most extraordinary events subject to relief that may be available pursuant to a force majeure clause. If Limbach is not able to react quickly to force majeure events, its operations may be affected significantly, which would have a negative impact on its financial position, results of operations, cash flows and liquidity.

Deliberate, malicious acts, including terrorism and sabotage, could damage Limbach’s facilities, disrupt its operations or injure employees, contractors, customers or the public and result in liability to Limbach.

Intentional acts of destruction could damage or destroy Limbach’s facilities, reducing its operational production capacity and requiring Limbach to repair or replace facilities at substantial cost. Additionally, employees, contractors and the public could suffer substantial physical injury from acts of terrorism for which Limbach could be liable. Governmental authorities may also impose security or other requirements that could make Limbach’s operations more difficult or costly. The consequences of any such actions could adversely affect Limbach’s financial condition and results of operations.

Recent healthcare legislation may increase Limbach’s costs and reduce future profitability.

In 2012, the United States Supreme Court upheld the majority of the provisions in the Patient Protection and Affordable Care Act (the “Affordable Care Act”). The Affordable Care Act places requirements on employers to provide a minimum level of benefits to employees and assesses penalties on employers if the benefits do not meet the required minimum level or if the cost of coverage to employees exceeds affordability thresholds specified in the Affordable Care Act. The minimum benefits and affordability requirements took effect in 2015. The Affordable Care Act also imposes an excise tax beginning in 2018 on plans whose average cost exceeds specified amounts. Although Limbach’s initial assessment indicates that the provisions in the Affordable Care Act will not have a material adverse impact to its financial position, results of operations, cash flows and liquidity, it is difficult to predict the financial and operational impacts due to the breadth and complexity of this legislation.

Limbach’s future acquisitions may not be successful.

Limbach expects to pursue selective acquisitions of businesses. Limbach cannot assure that it will be able to locate acquisitions or that it will be able to consummate transactions on terms and conditions acceptable to Limbach, or that acquired businesses will be profitable. Acquisitions may expose Limbach to additional business risks different than those it has traditionally experienced. Limbach also may encounter difficulties integrating acquired businesses and successfully managing the growth it expects to experience from these acquisitions.

Limbach may choose to finance future acquisitions with debt, equity, cash or a combination of the three. Future acquisitions could dilute earnings. To the extent Limbach succeeds in making acquisitions, a number of risks will result, including:

the assumption of material liabilities (including for environmental-related costs and Multi Employer Pension Plans);
failure of due diligence to uncover situations that could result in legal exposure or to quantify the true liability exposure from known risks;
the diversion of management’s attention from the management of daily operations to the integration of operations;
difficulties in the assimilation and retention of employees, in the assimilation of different cultures and practices, in the assimilation of broad and geographically dispersed personnel and operations, and the retention of employees generally;

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the risk of additional financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls;
potential inability to realize the cost savings or other financial benefits anticipated prior to the acquisition; and
increased exposure to double breasting challenges and liability under the NLRA if an open shop business is acquired.

The failure to successfully integrate acquisitions could have an adverse effect on Limbach’s business, financial condition and results of operations.

A change in tax laws or regulations of any federal, state or international jurisdiction in which Limbach operates could increase its tax burden and otherwise adversely affect its financial position, results of operations, cash flows and liquidity.

Limbach continues to assess the impact of various U.S. federal, state and international legislative proposals that could result in a material increase to its U.S. federal, state and/or international taxes. Limbach cannot predict whether any specific legislation will be enacted or the terms of any such legislation. However, if such proposals were to be enacted, or if modifications were to be made to certain existing regulations, the consequences could have a material adverse impact on Limbach, including increasing its tax burden, increasing the cost of tax compliance or otherwise adversely affecting Limbach’s financial position, results of operations, cash flows and liquidity.

Limbach may be required to make significant future contributions to multiemployer pension plans in which it participates.

Limbach participates in various multiemployer pension plans in the United States under union agreements that generally provide defined benefits to employees covered by collective bargaining agreements. Limbach’s contributions to multiemployer plans were approximately $24,326,000 and $26,543,000 for the fiscal years ended December 31, 2014 and 2015, respectively. Absent an applicable exemption, a contributor to a U.S. multiemployer plan is liable, upon termination or withdrawal from a plan, for its proportionate share of the plan’s underfunded vested liability. Funding requirements for benefit obligations of these multiemployer pension plans are subject to certain regulatory requirements, and Limbach may be required to make cash contributions that may be material to one or more of these plans to satisfy certain underfunded benefit obligations. As of December 31, 2015, Limbach recorded a $375,000 liability related to its withdrawal from a local Teamsters fund in Detroit, Michigan. No other liability for underfunding of multiemployer pension plans was recorded as of December 31, 2015.

Rising inflation and/or interest rates, or deterioration of the United States economy could have a material adverse effect on Limbach’s business, financial condition and results of operations.

Economic factors, including inflation and fluctuations in interest rates, could have a negative impact on Limbach’s business. If its costs were to become subject to significant inflationary pressures, Limbach may not be able to fully offset such higher costs through price increases. To the extent that Congress is unable to lower United States debt substantially, a decrease in federal spending could result, which could negatively impact the ability of government agencies to fund existing or new infrastructure projects. In addition, such actions could have a material adverse effect on the financial markets and economic conditions in the United States and throughout the world, which may limit our ability and the ability of our customers to obtain financing and/or could impair Limbach’s ability to execute its acquisition strategy. These and related economic factors could have a material adverse effect on Limbach’s financial position, results of operations, cash flows and liquidity.

Failure to remain in compliance with covenants under Limbach’s debt and credit agreements or service our indebtedness could adversely impact its business.

Limbach has a line of credit for $35,000,000 from a commercial bank, under which it had borrowings as of December 31, 2015 of $7,000,000. Limbach also has a Letter of Credit obligations drawn against this line of credit totaling $3,390,000 as of December 31, 2015, and corporate credit cards totaling $133,040 drawn

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against the line of credit. Limbach also has certain other outstanding long-term debt obligations in the aggregate amount of approximately $22,209,000 as of December 31, 2015. See Note 7 of the consolidated financial statements included in this proxy statement/prospectus/information statement and Limbach’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Financing Activities.” The applicable agreements for Limbach’s line of credit and other debt obligations include certain debt covenants, including, in the case of the line of credit, certain financial covenants. Limbach’s failure to comply with any of these covenants, or to pay principal, interest or other amounts when due thereunder, would constitute an event of default under the applicable agreements. Under certain circumstances, the occurrence of an event of default under one of these agreements (or the acceleration of the maturity of the indebtedness under one of these agreements) may constitute an event of default under one or more of our other debt agreements. Default under Limbach’s debt agreements could result in, among other things, Limbach no longer being entitled to borrow under one or more of the agreements, acceleration of the maturity of outstanding indebtedness under the agreements, and/or foreclosure on any collateral securing the obligations under the agreements. If Limbach is unable to service its debt obligations, or if it is unable to comply with its financial or other debt covenants, and its indebtedness becomes immediately due and payable, Limbach could be forced to curtail its operations, reorganize its capital structure (including through bankruptcy proceedings), or liquidate some or all of its assets in a manner that could cause holders of its securities to experience a partial or total loss of their investment.

At June 30, 2014 and September 30, 2014 Limbach was not in compliance with the Fixed Charge Coverage Ratio (FCCR), Senior Funded Debt to EBITDA Ratio (SFD/EBITDA), and Total Funded Debt to EBITDA Ratio (TFD/EBITDA) covenants in the credit agreement for its line of credit. Limbach obtained a waiver for the non-compliance and the covenants were modified. Limbach was in compliance with the financial covenants required under its line of credit as of December 31, 2014 and December 31, 2015, and Limbach anticipates that it will be able to meet such financial covenants going forward. However, there can be no assurance that Limbach will be able to do so, or that Limbach will be able to obtain waivers should it fail to comply in the future.

Limbach’s management and independent registered public accounting firm have identified internal control deficiencies, which Limbach’s management and independent register public accounting firm believe constitute a material weakness and a significant deficiency.

Although we did not engage our independent registered public accounting firm to conduct an audit of our internal control over financial reporting, in connection with the audits of our consolidated financial statements as of December 31, 2015 and 2014 and for each of the three years in the period ended December 31, 2015, our independent registered public accounting firm informed us that they identified a material weakness and significant deficiency relating to our internal control over financial reporting under standards established by the PCAOB. The PCAOB defines a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

The material weakness identified by our independent registered public accounting firm identified the Company as not yet having developed an entity level and financial reporting control environment that is designed with appropriate precision for a public company including journal entry controls, and that the Company currently does not have the accounting department infrastructure to account for complex transactions or to handle SEC reporting requirements.

In addition, during the audits of our consolidated financial statements as of December 31, 2015 and 2014, and for each of the three years in the period ended December 31, 2015, our independent registered public accounting firm identified a significant deficiency related to our internal controls over information technology systems, specifically logical security controls.

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Although Limbach is in the process of remediating its material weakness and significant deficiency, if Limbach’s internal control over financial reporting or its related disclosure controls and procedures are not effective following the closing of the Merger Agreement, it may not be able to accurately report financial results, prevent fraud or file periodic reports in a timely manner. Following the closing of the Business Combination, our management will be required to assess the effectiveness of our disclosure controls and procedures over financial reporting on a quarterly basis. If we are unable to remediate our material weakness and significant deficiency, our management may not be able to conclude that our disclosure controls and procedures or internal control over financial reporting are effective. The inability to remediate this material weakness and significant deficiency may cause investors to lose confidence in the reported financial information of the combined company and may lead to a decline in the stock price of the combined company.

Risks Related to 1347 Capital and the Business Combination

References in this “Risks Related to 1347 Capital and the Business Combination” section to “1347 Capital,” the “Company,” “we,” “us” and “our” shall refer to 1347 Capital Corp.

We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002 that will be applicable to us after the Business Combination.

Limbach is not currently subject to Section 404 of the Sarbanes-Oxley Act of 2002. However, following the Business Combination, we will be subject to Section 404. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act of 2002 are significantly more stringent than those required of Limbach as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If we are not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our common stock.

We may not have sufficient working capital to cover our operating expenses and continue searching for a target if the proposed Business Combination fails.

Our working capital may not be sufficient to fund our operating expenses. We depend on sufficient interest being earned on the proceeds held in the Trust Account to provide us with additional working capital we need to complete our Business Combination, as well as to pay any tax obligations that we may owe. Interest rates on permissible investments for us have been less than 1% over the last several years. Accordingly, if 1347 Capital does not earn a sufficient amount of interest on the funds held in the Trust Account and use all of the funds held outside of the Trust Account, we may not have sufficient funds available with which to structure, negotiate or close our proposed Business Combination. In such event, we would need to borrow funds from our insiders, officers or directors or from third parties to continue to operate. However, our insiders, officers and directors and third parties are under no obligation to loan us any funds. If 1347 Capital is unable to close the proposed Business Combination and to obtain any additional necessary funds, we may be forced to cease searching for a target business and liquidate without completing a business combination.

Reimbursement of out-of-pocket expenses incurred by our insiders, officers, directors or any of their affiliates in connection with certain activities on our behalf, such as identifying and investigating possible business targets for a business combination, have reduced the funds available to us to consummate a business combination. In addition, an indemnification claim by one or more of our officers and directors in the event that any of them are sued in their capacity as an officer or director could also reduce the funds available to us outside of the Trust Account.

We reimburse our insiders, officers, directors or any of their affiliates for out-of-pocket expenses incurred in connection with certain activities on our behalf, such as identifying and investigating possible business targets for a business combination. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, that, to the extent such expenses exceed the available proceeds not deposited in the Trust Account and the interest income earned on the amounts held in the Trust Account that may be released to us,

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such expenses would not be reimbursed by us unless we consummate a business combination. In addition, pursuant to our amended and restated certificate of incorporation and Delaware law, we may be required to indemnify our officers and directors in the event that any of them are sued in their capacity as an officer or director. We have also entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation and under Delaware law. In the event that we reimburse our insiders, officers, directors or any of their affiliates for out-of-pocket expenses prior to the consummation of a business combination or are required to indemnify any of our officers or directors pursuant to our amended and restated certificate of incorporation, Delaware law, or the indemnity agreements that we have entered into with them, we would use funds available to us outside of the Trust Account or interest released to us from the Trust Account for our working capital requirements. Any reduction in the funds available to us could have a material adverse effect on our ability to close the Business Combination with Limbach, or to locate and investigate prospective target businesses and to structure, negotiate, conduct due diligence in connection with or consummate a business combination with another entity if the proposed Business Combination were to fail.

Unlike other blank check companies, our Units are comprised of common stock, warrants to purchase one-half of one share of our common stock and rights, rather than units comprised of common stock and warrants to purchase one share of our common stock.

Unlike other blank check companies that sell units comprised of shares of common stock and warrants to purchase one share of our common stock in their initial public offerings, we issued Units comprised of shares of common stock, warrants to purchase one-half of one share of our common stock and rights automatically entitling the holder to receive one-tenth of a share of common stock upon consummation of a business combination. Neither the rights nor the warrants will have any voting rights and each will expire and be worthless if we do not consummate a business combination. Furthermore, no fractional shares will be issued upon exercise of the warrants. As a result, unless you acquire at least two warrants, you will not be able to receive a share of common stock upon exercise of your warrants.

Subsequent to the consummation of the Business Combination, we may be required to take writedowns or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although we have conducted due diligence on Limbach, we cannot assure you that this diligence revealed all material issues that may be present in Limbach’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our and Limbach’s control will not later arise. As a result, we may be forced to later writedown or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about 1347 Capital or its securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

Nasdaq may delist our securities from its exchange which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our securities are currently listed on Nasdaq. We have been notified by Nasdaq that 1347 Capital is not in compliance with the Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires 1347 Capital to have at least 300 public holders for continued listing on the Nasdaq. On March 7, 2016, we received a letter from Nasdaq granting us continued listing subject to the condition that we complete our initial business combination by July 7, 2016 and provide evidence by August 7, 2016 that the resulting entity has a minimum of 300 round lot shareholders. We cannot assure you that our securities will continue to be listed on Nasdaq in the future or after the Business Combination. We intend to apply to continue to list our common stock on Nasdaq under the symbol “LMB” upon the closing of the Business Combination. Following the closing, it is expected that 1347 Capital’s warrants will trade on the OTC market under the

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symbol “LMBW.” In order to continue listing our securities on Nasdaq, we must maintain certain financial, distribution and stock price levels. We must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). We cannot assure you that we will be able to continue to meet these listing requirements.

If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

a limited availability of market quotations for our securities;
reduced liquidity with respect to our securities;
a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities;
a limited amount of news and analyst coverage for 1347 Capital; and
a decreased ability to issue additional securities or obtain additional financing in the future.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities prior to the closing of the Business Combination may decline. The market values of our securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus/information statement, or the date on which our stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Limbach’s common stock. Accordingly, the valuation ascribed to Limbach and our common stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of our securities may include, but are not limited to:

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
changes in the market’s expectations about our operating results;
success of competitors;
our operating results failing to meet the expectation of securities analysts or investors in a particular period;
changes in financial estimates and recommendations by securities analysts concerning 1347 Capital or the insurance industry in general;
operating and stock price performance of other companies that investors deem comparable to 1347 Capital;
our ability to market new and enhanced products on a timely basis;
changes in laws and regulations affecting our business;
our ability to meet compliance requirements;

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commencement of, or involvement in, litigation involving 1347 Capital;
changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
the volume of shares of our common stock available for public sale;
any major change in our board of directors or management;
sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and
general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock markets in general have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to 1347 Capital could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Warrants will become exercisable for our common stock, which would result in increased number of outstanding common stock and dilution to our stockholders.

If the Business Combination is completed, outstanding warrants to purchase shares of our common stock will become exercisable in accordance with the terms of the warrant agreement governing those securities. These warrants include (i) 4,600,000 warrants included in the Units that we sold in our initial public offering, which are each exercisable to purchase one-half of one share of our common stock at a price of $5.75 per half share ($11.50 per whole share) and which will become exercisable 30 days after the completion of the Business Combination; (ii) 198,000 warrants included in the private units that we sold in a private placement simultaneously with the consummation of our initial public offering, which are each exercisable to purchase one-half of one share of our common stock at a price of $5.75 per half share ($11.50 per whole share) and which will become exercisable 30 days after the completion of the Business Combination; and (iii) 600,000 $15 Exercise Price Sponsor Warrants, which are each exercisable to purchase one share of our common stock at a price of $15.00 per share and which will become exercisable 30 days after the completion of the Business Combination. To the extent such warrants are exercised, additional shares of our common stock will be issued, which will result in dilution to the holders of common stock of 1347 Capital and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our common stock.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about 1347 Capital, its business, or its market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.

The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on 1347 Capital. If no securities or industry analysts commence coverage of 1347 Capital, the price and trading volume of our securities would likely be negatively impacted. If any of the analysts who may cover 1347 Capital change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst who may cover 1347 Capital were to cease coverage of 1347 Capital or fail to regularly publish reports on it, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our securities to decline.

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Our second amended and restated certificate of incorporation designates courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our second amended and restated certificate of incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL, our second amended and restated certificate of incorporation or our amended and restated bylaws or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine (each, a “Covered Proceeding”). In addition, our second amended and restated certificate of incorporation provides that if any action the subject matter of which is a Covered Proceeding is filed in a court other than the specified Delaware courts without the approval of our board of directors (each, a “Foreign Action”), the claiming party will be deemed to have consented to (i) the personal jurisdiction of the specified Delaware courts in connection with any action brought in any such courts to enforce the exclusive forum provision described above and (ii) having service of process made upon such claiming party in any such enforcement action by service upon such claiming party’s counsel in the Foreign Action as agent for such claiming party. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to these provisions. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our second amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

Anti-takeover provisions contained in our certificate of incorporation and bylaws could impair a takeover attempt.

1347 Capital’s second amended and restated certificate of incorporation, as proposed to be adopted pursuant to the Certificate Proposals, and bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors. These provisions include:

a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors;
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
the ability of our board of directors to determine whether to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at a special meeting of our stockholders;
the requirement that an annual meeting of stockholders may be called only by the chairman of the board of directors, the chief executive officer, or the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
limiting the liability of, and providing indemnification to, our directors and officers;
controlling the procedures for the conduct and scheduling of stockholder meetings;

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providing that directors may be removed prior to the expiration of their terms by stockholders only for cause; and
advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of 1347 Capital’s board of directors.

These provisions, alone or together, could delay hostile takeovers and changes in control of 1347 Capital or changes in our management. Any provision of our second amended and restated certificate of incorporation or bylaws that has the effect of delaying or deterring a change in control could limit the opportunity for our securityholders to receive a premium for their securities, and could also affect the price that some investors are willing to pay for our securities.

Holders of rights and warrants will not have redemption rights if we are unable to complete an initial business combination within the required time period.

If we are unable to complete the Business Combination within the required time period and we redeem our outstanding public shares using the funds held in the Trust Account, the rights and warrants will expire worthless and holders thereof will not receive any of such proceeds with respect to such rights and warrants, respectively.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

If we have not completed the Business Combination by July 21, 2016, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of common stock and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. We may not properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from our stockholders amounts owed to them by us.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

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If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

We may be unable to consummate the Business Combination if we are unable to retain a minimum $20,000,000 of cash in the Trust Account immediately prior to the closing per the Merger Agreement, which will require a certain minimum number of public stockholders to remain common stockholders of 1347 Capital.

The Merger Agreement requires us to retain a minimum of $20,000,000 of cash in the Trust Account immediately prior to the closing in order for the Business Combination to close. If the number of our common stockholders electing to exercise their conversion rights has the effect of reducing the amount of money available to us to consummate the Business Combination below such minimum amount required by the Merger Agreement and we are not able to locate an alternative source of funding, we will not be able to consummate the Business Combination and we may not be able to locate another suitable target within the applicable time period, if at all. In that case, public stockholders may have to remain stockholders of our company and wait the full 24 months in order to be able to receive a portion of the Trust Account, or attempt to sell their shares in the open market prior to such time, in which case they may receive less than they would have in a liquidation of the Trust Account.

We may be unable to consummate the Business Combination if we or our affiliates are unable to raise debt financing from one or more sources of at least $65 million, in the aggregate, with no less than $40 million funded at the closing, as required by the Merger Agreement.

Closing of the Business Combination is contingent upon 1347 Capital having debt financing from one or more sources of at least $65 million, in the aggregate, with no less than $40 million funded at the closing. If we are unable to raise such minimum amount of debt financing, we may be unable to consummate the Business Combination.

We will incur substantial debt to complete the proposed Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

The incurrence of debt could have a variety of negative effects, including:

subordination of rights of holders of common stock;
default and foreclosure on our assets if our operating revenues after the Business Combination are insufficient to repay our debt obligations;
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
our inability to obtain necessary additional financing since the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; and
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

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The Sponsor, insiders, officers and directors control a substantial interest in us and thus may influence certain actions requiring a stockholder vote.

The Sponsor, insiders, officers and directors, collectively own 22.7% of our issued and outstanding shares of common stock. None of the Sponsor, insiders, officers, directors or their affiliates has indicated to us any intention to purchase shares from persons in the open market or in private transactions. However, the Sponsor, insiders, officers, directors or their affiliates could determine in the future to make such purchases in the open market or in private transactions, to the extent permitted by law, in order to influence the vote.

The Sponsor, insiders, officers and directors have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

Unlike blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with a business combination, the Sponsor, insiders, officers and directors have agreed to vote any shares of common stock owned by them in favor of our business combination. As of the date hereof, the Sponsor, insiders, officers and directors own shares equal to approximately 22.7% of our issued and outstanding shares of common stock. Accordingly, it is more likely that the necessary stockholder approval will be received.

If our security holders exercise their registration rights, it may have an adverse effect on the market price of our securities.

Our insiders are entitled to make a demand that we register the resale of the insider shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, the purchasers of the private units and $15 Exercise Price Sponsor Warrants and our insiders, officers, directors or their affiliates are entitled to demand that we register the resale of the private units and $15 Exercise Price Sponsor Warrants (and underlying securities of each) and any shares our insiders, officers, directors or their affiliates may be issued in payment of working capital loans made to us commencing on the date that we consummate our business combination. In addition, 1347 Capital Corp. has agreed to cause the registration statement of which this proxy statement/prospectus/information statement forms a part to include a reoffer prospectus relating to the offer and sale from time to time, separately or together, by any persons (including their donees, pledgees, assignees, transferees or other successors) who may be deemed to be affiliates of the former Limbach unit holders or the Sponsor, its affiliates or other investors identified by the Sponsor pursuant to Rule 145(c) under the Securities Act of any of the shares of 1347 Capital’s common stock underlying the Merger Warrants and Preferred Stock received or to be received by them pursuant to the Business Combination. 1347 Capital Corp. has also agreed that, prior to such time as the registration statement of which this proxy statement/prospectus/information statement forms a part ceases to be effective under the Securities Act or the prospectus contained therein relating to such shares of 1347 Capital’s common stock underlying the Merger Warrants and Preferred Stock ceases to be current, it will file with the SEC a post-effective amendment to this registration statement on Form S-4, or a new registration statement, and take all such other actions necessary to ensure that there is an effective registration statement containing a prospectus that remains current (and to qualify for sale under required U.S. state securities laws) covering the offer and sale of the shares of 1347 Capital’s common stock underlying the Merger Warrants and Preferred Stock. The presence of these additional securities trading in the public market may have an adverse effect on the market price of our securities.

EarlyBirdCapital and Craig-Hallum may have conflicts of interest in rendering services to us as our non-exclusive investment banker and financial advisor, respectively, in connection with the proposed Business Combination.

We have engaged EarlyBirdCapital as an investment banker and Craig-Hallum as a financial advisor to assist us with the Business Combination. We will pay EarlyBirdCapital a cash fee for such services upon the consummation of the Business Combination in an amount equal to 3.5% of the total gross proceeds raised in our initial public offering, less up to 30% of such fee that we may allocate to one or more other advisors that assist us in consummating the Business Combination (exclusive of any applicable finders’ fees which might become payable), which 30% amount includes cash fees payable to Craig-Hallum. Additionally, EarlyBirdCapital was issued unit purchase options in connection with our initial public offering. These

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financial interests may result in EarlyBirdCapital and Craig-Hallum having conflicts of interest when providing services to us as our investment banker and financial advisor in connection with the proposed Business Combination.

The requirement that we complete our initial Business Combination within 18 or 24 months from the closing of our initial public offering may give Limbach leverage over us in negotiating our Business Combination.

We have 24 months from the closing of our initial public offering to complete our business combination. Any potential target business with which we enter into negotiations concerning a business combination, including Limbach, is aware of this requirement. Consequently, Limbach may obtain leverage over us in negotiating the Business Combination, knowing that if we do not complete the Business Combination with them, we may be unable to complete a business combination with any other target business. This risk will increase as we get closer to the time limit referenced above.

Compliance with the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources and may increase the time and costs of completing the Business Combination.

Limbach may not be in compliance with the provisions of the Sarbanes-Oxley Act of 2002 regarding adequacy of their internal controls. The development of the internal controls of Limbach to achieve compliance with the Sarbanes-Oxley Act of 2002 may increase the time and costs necessary to complete the proposed Business Combination. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal control could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

Our stockholders will experience immediate dilution as a consequence of the issuance of common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of 1347 Capital and cause a change of control.

Our amended and restated certificate of incorporation currently authorizes the issuance of up to 10,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. We expect to issue between 1.5 million and 2.5 million shares of common stock of 1347 Capital and up to 666,667 warrants to purchase one share of 1347 Capital’s common stock at an exercise price of $12.50 at the closing to Limbach subject to certain terms disclosed in this proxy statement/prospectus/information statement, and up to 400,000 shares of Preferred Stock, each convertible at the holder’s election into 2.00 shares of 1347 Capital’s common stock at a conversion price of $12.50 per share, if issued and sold to the Sponsor, its affiliates or other investors identified by the Sponsor in the event that conversions of shares of 1347 Capital’s common stock in connection with the stockholder vote to approve the Business Combination reduce the funds held in the Trust Account to less than $42.9 million, subject to certain terms disclosed in this proxy statement/prospectus/information statement. As a result, our current stockholders will experience a significant dilution and a change of control. See “The Business Combination — Ownership of 1347 Capital Shares after the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information. Consequently, the ability of our current stockholders following the Business Combination to influence management of 1347 Capital through the election of directors will be substantially reduced.

If our stockholders fail to comply with the specific conversion requirements specified in this proxy statement/prospectus/information statement, they will not be entitled to convert their shares of our common stock into a pro rata portion of the Trust Account.

In connection with the stockholder meeting called to approve the Business Combination, each public stockholder will have the right, regardless of whether he or she is voting for or against such proposed Business Combination, to demand that we convert his or her shares of common stock into a pro-rata share of cash held in the Trust Account. Public stockholders seeking to convert their shares, whether they are a record holder or hold their shares in “street name,” are required to either tender their certificates to our transfer agent

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or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at least two business days prior to the vote on the proposed Business Combination. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, this may not be the case. Under Delaware law and our bylaws, we are required to provide at least 10 days advance notice of any stockholder meeting, which would be the minimum amount of time a public stockholder would have to determine whether to exercise conversion rights. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to convert may be unable to meet the deadline for exercising their conversion rights and thus may be unable to convert their shares. See the section entitled “Special Meeting in Lieu of 2016 Annual Meeting of 1347 Capital Stockholders” for additional information on how to exercise your conversion rights.

Since the public stockholders who wish to convert their shares of common stock are required to comply with the delivery requirements discussed above for conversion, such converting stockholders may be unable to sell their securities when they wish to in the event that the proposed Business Combination is not approved.

The public stockholders who wish to convert their shares of common stock are required to comply with the delivery requirements discussed above for conversion. If the proposed Business Combination is not consummated, we will promptly return such certificates to the tendering public stockholders. Accordingly, investors who attempted to convert their shares in such a circumstance will be unable to sell their securities after the failed Business Combination until we have returned their securities to them. The market price for our securities may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek conversion may be able to sell their securities.

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 20% of the shares of common stock sold in our initial public offering.

In connection with the Business Combination Proposal, we will offer each public stockholder (but not the Sponsor, insiders, officers or directors) the right to have his, her, or its shares of common stock converted into cash. Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or hers, or any other person with whom he or she is acting in concert or as a “group” will be restricted from seeking conversion rights with respect to more than 20% of the shares of common stock sold in our initial public offering. Generally, in this context, a stockholder will be deemed to be acting in concert or as a group with another stockholder when such stockholders agree to act together for the purpose of acquiring, voting, holding or disposing of our equity securities. Accordingly, if you purchased more than 20% of the shares of common stock sold in our initial public offering and our proposed Business Combination is approved, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold such additional shares of common stock or sell them in the open market. The value of such additional shares may not appreciate over time following our Business Combination, and the market price of our shares of common stock may not exceed the per-share conversion price.

We will offer each public stockholder the option to vote in favor of the proposed Business Combination and still seek conversion of his, her or its shares.

In connection with the Business Combination Proposal, we will offer each public stockholder (but not the Sponsor, insiders, officers or directors) the right to have his, her or its shares of common stock converted into cash regardless of whether such stockholder votes for or against such proposed Business Combination; provided that a stockholder must in fact vote for or against the proposed Business Combination in order to have his, her or its shares of common stock converted into cash. If a stockholder fails to vote for or against the proposed Business Combination, that stockholder would not be able to have his, her or its shares of

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common stock so converted. This is different than other similarly structured blank check companies where stockholders are offered the right to convert their shares only when they vote against a proposed business combination. This ability to seek conversion while voting in favor of the proposed Business Combination may make it more likely that we will consummate the Business Combination.

A public stockholder that fails to vote either in favor of or against the proposed Business Combination will not be able to have his, her or its shares converted into cash.

In order for a public stockholder to have his, her or its shares converted into cash in connection with the proposed Business Combination, that public stockholder must vote either in favor of or against a proposed Business Combination. If a public stockholder fails to vote in favor of or against the proposed Business Combination, whether that stockholder abstains from the vote or simply does not vote, that stockholder would not be able to have his or her shares of common stock so converted into cash in connection with the Business Combination.

The shares beneficially owned by the Sponsor, insiders, officers and directors will not participate in a conversion or redemption and, therefore, the Sponsor, insiders, officers and directors may have a conflict of interest in determining whether the proposed Business Combination is appropriate.

The Sponsor, insiders, officers and directors have waived their right to convert their insider shares, private units, $15 Exercise Price Sponsor Warrants, or to redemption rights with respect to their insider shares, private units or $15 Exercise Price Sponsor Warrants upon a redemption if we are unable to consummate our business combination. Accordingly, these securities will be worthless if we do not consummate our business combination. Any rights and warrants they hold, like those held by the public, will also be worthless if we do not consummate a business combination. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest.

If we are unable to consummate a business combination, any loans made by the Sponsor, insiders, officers, directors or their affiliates would not be repaid, resulting in a potential conflict of interest in determining whether a potential transaction is in our stockholders’ best interest.

In order to meet our working capital needs the Sponsor has and our insiders, officers, directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. The loans would be non-interest bearing and would be payable at the consummation of a business combination. If we fail to consummate a business combination within the required time period, the loans would not be repaid. Consequently, our directors and officers may have a conflict of interest in determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption or conversion price received by stockholders may be less than approximately $10.00.

Our placing of funds in the Trust Account may not protect those funds from third party claims against us. Although we will seek to have all vendors and service providers we engage and Limbach execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with us, they may seek recourse against the Trust Account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of our public stockholders. If we are unable to complete a Business Combination within the required time period, Kingsway Financial Services Inc. (“Kingsway”) and Fund Management Group LLC (“FMG”) have agreed that they will be jointly and severally liable to ensure that the proceeds in the Trust Account are not reduced by the claims of third parties that are owed money by us for services rendered or contracted for or products sold to us, but only if such a third party does not execute such a waiver. However, Kingsway and FMG may not be able to meet such obligation as we have not

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required Kingsway and FMG to retain any assets to provide for their indemnification obligations, nor have we taken any further steps to ensure that Kingsway and FMG will be able to satisfy any indemnification obligations that arise. Moreover, Kingsway and FMG will not be liable to our public stockholders if they should fail to satisfy their obligations under this agreement and instead will only be liable to us. Therefore, the per share redemption or conversion amount received by public stockholders may be less than approximately $10.00 due to such claims.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per share redemption or conversion amount received by public stockholders may be less than $10.00.

The financial statements included in this proxy statement/prospectus/information statement do not take into account the consequences to 1347 Capital of a failure to complete a business combination by July 21, 2016.

The financial statements included in this proxy statement/prospectus/information statement have been prepared assuming that we would continue as a going concern. We are required to complete the Business Combination by July 21, 2016. Our independent registered public accounting firm has indicated in its report that the possibility of the proposed Business Combination not being consummated raises some substantial doubt as to our ability to continue as a going concern and the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We will incur significant transaction and transition costs in connection with the Business Combination.

We expect to incur significant, non-recurring costs in connection with consummating the Business Combination and Limbach operating as a subsidiary of a public holding company. We may incur additional costs to maintain employee morale and to retain key employees. We will also incur significant fees and expenses relating to financing arrangements and legal, accounting and other transaction fees and costs associated with the Business Combination. Some of these costs are payable regardless of whether the Business Combination is completed.

The unaudited pro forma financial information included in this document may not be indicative of what our actual financial position or results of operations would have been.

The unaudited pro forma financial information in this proxy statement/prospectus/information statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Our ability to successfully effect the Business Combination and successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel, including the key personnel of Limbach, all of whom we expect to stay with Limbach following the Business Combination. The loss of such key personnel could negatively impact the operations and profitability of the post-combination business.

Our ability to successfully effect the Business Combination and successfully operate the post-combination business is dependent upon the efforts of certain key personnel, including the key personnel of Limbach. Although we expect all of such key personnel to remain with Limbach following the Business Combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business. Furthermore, while we have scrutinized individuals we intend to engage to stay with Limbach following the Business Combination, our assessment of these individuals may not prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

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We are not required to obtain an opinion from an independent investment banking or accounting firm with respect to the Business Combination with Limbach, and consequently, you have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking or accounting firm that the price we are paying is fair to our Company from a financial point of view. Since Limbach is not affiliated with any of our insiders, officers or directors, we are not required to obtain a fairness opinion with respect to the proposed Business Combination. Accordingly, our investors are relying solely on the judgment of our board of directors, who have determined fair market value based on standards generally accepted by the financial community.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations.

The exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the best interests of our stockholders.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Merger Agreement, would require 1347 Capital to agree to amend the Merger Agreement, to consent to certain actions or to waive rights that we are entitled to under the Merger Agreement. Such events could arise because of changes in the course of 1347 Capital’s business, a request by 1347 Capital to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on 1347 Capital’s business and would entitle 1347 Capital to terminate the Merger Agreement. In any of such circumstances, it would be in the discretion of 1347 Capital, acting through its board of directors, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement/prospectus/information statement may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for 1347 Capital and our stockholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus/information statement, we do not believe there will be any changes or waivers that our directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the transaction that would have a material impact on the stockholders, we will be required to circulate a new or amended proxy statement/prospectus/information statement or supplement thereto and resolicit the vote of our stockholders with respect to the Business Combination Proposal.

Stockholders of 1347 Capital who wish to convert their shares into a pro rata share of the Trust Account must comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising conversion rights.

Public stockholders who wish to convert their shares for a pro rata portion of the Trust Account must, among other things, tender their certificates to our transfer agent or deliver their shares to the transfer agent electronically through the DTC prior to 5:00 p.m., New York time, at least two business days prior to the special meeting of stockholders. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer

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agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to convert their shares may be unable to obtain physical certificates by the deadline for exercising their conversion rights and thus will be unable to convert their shares.

The representations and warranties in the Merger Agreement will not survive the consummation of the Business Combination, and neither 1347 Capital nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the consideration in the event that any of the representations and warranties made by Limbach in the Merger Agreement ultimately proves to be inaccurate or incorrect.

The representations and warranties made by Limbach and 1347 Capital to each other in the Merger Agreement will not survive the consummation of the Business Combination. Additionally, neither 1347 Capital nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the consideration in the event that any of the representations and warranties made by Limbach in the Merger Agreement ultimately proves to be inaccurate or incorrect. As a result, 1347 Capital’s recourse with respect to any inaccuracy or breach of a representation or warrant of Limbach in the Merger Agreement will be very limited, which may adversely affect the financial condition or results of operations of 1347 Capital.

Risks Related to 1347 Capital’s Common Stock

References in this “Risks Related to 1347 Capital’s Common Stock” section to “1347 Capital,” the “Company,” “we,” “us” and “our” shall refer to 1347 Capital Corp.

Members of the Sponsor, its affiliates, the insiders and the former Limbach unit holders will have significant influence over us after the proposed Business Combination, which could limit your ability to influence the outcome of key transactions, including a change of control.

It is anticipated that, upon completion of the Business Combination, 1347 Capital’s public stockholders will own approximately 63.4%, the Sponsor and its affiliates together with the insiders will own approximately 17.1% and former Limbach unit holders will own 18.8% of the outstanding common stock of the post-transaction company. These relative percentages assume that none of 1347 Capital’s public stockholders exercise their conversion rights in connection with the vote to approve the Business Combination. If the actual facts are different, the percentages set forth above will be different. Assuming the maximum number of shares of 1347 Capital’s common stock (2,600,000 shares) are converted as allowed under the Merger Agreement and 1347 Capital’s amended and restated certificate of incorporation, then the public stockholders of 1347 Capital will own approximately 38.6%, the Sponsor and its affiliates together with the insiders will own approximately 21.4%, and the former Limbach unit holders will own approximately 39.2% of the outstanding common stock of the post-transaction company. Both scenarios assume that there is approximately $46 million held in the Trust Account prior to taking into account any conversions, and account for the shares of 1347 Capital common stock issuable in connection with the automatic conversion of the outstanding 1347 Capital rights upon the consummation of the Business Combination. These percentages do not take into account (i) the shares of 1347 Capital common stock issuable upon the exercise of any warrants or options of 1347 Capital outstanding prior to the date of the Merger Agreement, (ii) the up to 666,667 warrants to purchase one share of 1347 Capital’s common stock at an exercise price of $12.50 if issued to the former Limbach unit holders pursuant to the terms of the Merger Agreement, (iii) the up to 400,000 shares of 1347 Capital’s Class A Preferred Stock, each convertible at the holder’s election into 2.00 shares of 1347 Capital’s common stock at a conversion price of $12.50 per share, if issued and sold to the Sponsor, its affiliates or other investors identified by the Sponsor in the event that conversions of shares of 1347 Capital’s common stock in connection with the stockholder vote to approve the Business Combination reduce the funds held in the Trust Account to less than $43 million, or (iv) the shares of 1347 Capital common stock issuable upon the exercise or coversion of such Merger Warrants or Class A Preferred Stock.

Additionally, members of the Sponsor are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. Such members of the

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Sponsor may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

changes in the valuation of our deferred tax assets and liabilities;
expected timing and amount of the release of any tax valuation allowances;
tax effects of stock-based compensation;
costs related to intercompany restructurings;
changes in tax laws, regulations or interpretations thereof; or
lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

The market price for our securities could be extremely volatile, and, as a result, you may not be able to resell your shares at or above the price you paid for them.

In recent years, the stock market in general has been highly volatile. As a result, the market price and trading volume of our securities is likely to be similarly volatile, and investors in our securities may experience a decrease, which could be substantial, in the value of their securities, including decreases unrelated to our results of operations or prospects, and could lose part or all of their investment. The price of our securities could be subject to wide fluctuations in response to a number of factors, including those described elsewhere in this proxy statement/prospectus/information statement and others such as:

variations in our operating performance and the performance of our competitors;
actual or anticipated fluctuations in our quarterly or annual operating results;
publication of research reports by securities analysts about us or our competitors or our industry;
the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;
additions and departures of key personnel;
strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;
the passage of legislation or other regulatory developments affecting us or our industry;
speculation in the press or investment community;
changes in accounting principles;
terrorist acts, acts of war or periods of widespread civil unrest;
natural disasters and other calamities; and
changes in general market and economic conditions.

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In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

Regulatory compliance may divert our management’s attention from day-to-day management of our business, which could have a material adverse effect on our business.

Our management team may not successfully or efficiently manage our continued transition to a public company that will be subject to significant regulatory oversight and reporting obligations under the federal securities laws and the regulations imposed by Nasdaq. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business, which could materially and adversely impact our business operations.

Your percentage ownership in us may be diluted by future issuances of capital stock, which could reduce your influence over matters on which stockholders vote.

Following the completion of the Business Combination, our board of directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares of our authorized but unissued preferred stock. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock.

There may be sales of a substantial amount of our common stock after the Business Combination by our current stockholders, and these sales could cause the price of our common stock to fall.

After the Business Combination, there will be 7,977,800 shares of common stock outstanding (subject to certain assumptions, including no conversions by 1347 Capital stockholders). Future sales of our common stock may cause the market price of our securities to drop significantly, even if our business is doing well. Sales of substantial amounts of our common stock in the public market after the Business Combination, or the perception that such sales will occur, could adversely affect the market price of our common stock and make it difficult for us to raise funds through securities offerings in the future.

We will incur significant increased expenses and administrative burdens as a public company, which could have a material adverse effect on our business, financial condition and results of operations.

We will face increased legal, accounting, administrative and other costs and expenses as a public company that Limbach does not incur as a private company. The Sarbanes-Oxley Act of 2002, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and Nasdaq, impose additional reporting and other obligations on public companies. We expect that compliance with public company requirements will increase our costs and make some activities more time-consuming. A number of those requirements will require us to carry out activities we have not done previously. For example, we will adopt new internal controls and disclosure controls and procedures. In addition, we will incur additional expenses associated with our SEC reporting requirements. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our auditors identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. We also expect that it will be more expensive to obtain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We expect that the additional reporting and other obligations imposed on us by these rules and regulations will increase our legal and financial compliance costs and the costs of our related legal, accounting and administrative activities. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase our costs.

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Because we have no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our securities unless you sell our securities for a price greater than that which you paid for it.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we are eligible for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we had total annual gross revenue of $1 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock in our initial public offering.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

We cannot predict if investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the price of our securities may be more volatile.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

Limbach is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act of 2002 and therefore is not required to make a formal assessment of the effectiveness of its internal control over financial reporting for that purpose. As a publicly traded company, we are required to comply with the SEC’s rules implementing Section 302 and 404 of the Sarbanes-Oxley Act of 2002, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we will be

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required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Pursuant to the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an emerging growth company, which may be up to five full fiscal years following 1347 Capital’s initial public offering.

To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. In addition, we may identify material weaknesses in our internal control over financial reporting that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404.

If we identify weaknesses in our internal control over financial reporting, are unable to comply with the requirements of Section 404 in a timely manner or to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our securities could be negatively affected, and we could become subject to investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional financial and management resources.

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SPECIAL MEETING IN LIEU OF 2016 ANNUAL MEETING OF 1347 CAPITAL STOCKHOLDERS

General

We are furnishing this proxy statement/prospectus/information statement to 1347 Capital’s stockholders as part of the solicitation of proxies by 1347 Capital’s board of directors for use at the special meeting in lieu of 2016 annual meeting of stockholders to be held on June 29, 2016, and at any adjournment or postponement thereof. This proxy statement/prospectus/information statement is first being furnished to 1347 Capital’s stockholders on or about June 16, 2016. This proxy statement/prospectus/information statement provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting of stockholders.

Date, Time and Place of Special Meetings

The special meeting of stockholders of 1347 Capital will be held at 10:00 a.m. Eastern time, on June 29, 2016, at the offices of Winston & Strawn LLP, 200 Park Avenue, New York, NY 10166, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting of stockholders if you owned shares of 1347 Capital’s common stock, respectively, at the close of business on June 10, 2016, which is the record date for the special meetings of stockholders. You are entitled to one vote for each share of 1347 Capital’s common stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were (i) 5,948,000 shares of 1347 Capital’s common stock outstanding, of which 4,600,000 are public shares and 1,348,000 are insider shares held by 1347 Capital’s insiders.

Vote of 1347 Capital Insiders

The Sponsor and insiders have agreed to vote their shares of 1347 Capital’s common stock in favor of the Business Combination Proposal and to waive any conversion rights with respect to any insider shares and any public shares they may gave acquired during or after 1347 Capital’s initial public offering in connection with the completion of the Business Combination.

Quorum and Required Vote for Proposals for the Special Meeting of Stockholders

A quorum of 1347 Capital’s stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the common stock outstanding and entitled to vote at the special meeting of stockholders is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

The approval of the Business Combination Proposal and the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the shares of 1347 Capital’s common stock that are voted at the special meeting of stockholders. Accordingly, a 1347 Capital stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Business Combination Proposal and the Incentive Plan Proposal.

The approval of each of the Certificate Proposals requires the affirmative vote of the holders of a majority of the shares of 1347 Capital’s common stock. Accordingly, a 1347 Capital stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have the same effect as a vote “AGAINST” a Certificate Proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of 1347 Capital’s common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. This means that the six nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Abstentions and broker non-votes will have no effect on the election of directors.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of 1347 Capital’s common stock represented in person or by proxy and entitled to vote thereon at

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the special meeting of stockholders. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, while a broker non-vote and shares not in attendance at the special meeting will have no effect on the outcome of any vote on the Adjournment Proposal.

The Business Combination Proposal is conditioned on each of the Certificate Proposal, the Director Election Proposal and the Incentive Plan Proposal. Each of the Certificate Proposals, the Director Election Proposal and the Incentive Plan Proposal are conditioned on the Business Combination Proposal. The Adjournment Proposal does not require the approval of any other proposal to be effective and will only be presented at the special meeting if there are not sufficient votes to approve one or more of the other proposals or 1347 Capital determines that one or more closing conditions under the Merger Agreement will not be satisfied. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then 1347 Capital will not consummate the Business Combination. If 1347 Capital does not consummate the Business Combination or otherwise fails to complete an initial business combination by July 21, 2016, 1347 Capital will be required to dissolve and liquidate the Trust Account.

Recommendation to 1347 Capital Stockholders

Our board of directors believes that each of the Business Combination Proposal, the Certificate Proposals, the Director Election Proposal, the Incentive Plan Proposal, and the Adjournment Proposal to be presented at the special meeting of stockholders is in the best interests of 1347 Capital and 1347 Capital’s stockholders and unanimously recommends that its stockholders vote “FOR” each of the proposals.

When you consider the recommendation of 1347 Capital’s board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that certain of 1347 Capital’s directors and 1347 Capital’s officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

the continued right of the Sponsor and insiders to hold the 1,150,000 insider shares in the aggregate currently beneficially owned by them following the Business Combination, subject to applicable lockup agreements;
the continued right of the Sponsor and insiders to hold the 198,000 private units in the aggregate;
the continued right of the Sponsor to hold the 600,000 $15 Exercise Price Sponsor Warrants following the Business Combination;
the continuation of certain of 1347 Capital’s directors as directors (but not officers) of 1347 Capital; and
the continued indemnification of current directors and officers of 1347 Capital and the continuation of directors’ and officers’ liability insurance after the Business Combination.

Further, all of the shares of 1347 Capital’s common stock currently beneficially owned by the Sponsor and insiders are not subject to conversion or redemption, and the private warrants and $15 Exercise Price Sponsor Warrants that are held by the Sponsor and insiders would expire worthless, if the Business Combination is not consummated; as a result, 1347 Capital’s directors have a financial incentive to see the Business Combination consummated rather than lose whatever value is attributable to those shares and warrants.

Broker Non-Votes and Abstentions

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. 1347 Capital believes the proposals presented to 1347 Capital’s stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.”

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With respect to the special meeting of stockholders, abstentions are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” each of the Certificate Proposals and the Adjournment Proposal but will have no effect on the outcome of any vote on the Business Combination Proposal, the Incentive Plan Proposal and the Director Election Proposal. Broker non-votes will have the effect of a vote “AGAINST” a Certificate Proposal and will have no effect on the Business Combination Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

Voting Your Shares

Each share of 1347 Capital’s common stock that you own in your name entitles you to one vote on each of the proposals for the special meeting of stockholders. Your one or more proxy cards show the number of shares of 1347 Capital’s common stock that you own.

If you are a holder of record, there are several ways to vote your shares:

You can vote your shares by one of the following methods: (1) call the toll-free number specified on the enclosed proxy card and follow the instructions when prompted, or (2) complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable special meeting(s). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of 1347 Capital’s common stock will be voted, as recommended by 1347 Capital’s board of directors. With respect to proposals for the special meeting of stockholders, that means: “FOR” the Business Combination Proposal, “FOR” each of the Certificate Proposals, “FOR” the Director Election Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal.
You can attend the special meeting and vote in person. You will be given a ballot when you arrive. However, if your shares of common stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way 1347 Capital can be sure that the broker, bank or nominee has not already voted your shares of common stock.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the special meeting, or at such meeting by doing any one of the following:

you may send another proxy card with a later date;
you may notify Hassan Baqar, 1347 Capital’s Secretary, in writing before the special meeting that you have revoked your proxy; or
you may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

No Additional Matters May Be Presented at the Special Meetings

The special meeting of stockholders has been called only to consider the approval of the Business Combination Proposal, the Director Election Proposal, the Certificate Proposals, the Incentive Plan Proposal, and the Adjournment Proposal. Under 1347 Capital’s bylaws, other than procedural matters incident to the conduct of the special meeting, no other matters may be considered at the special meetings if they are not included in the notice of the special meeting.

Who Can Answer Your Questions About Voting

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow & Co., LLC at (800) 662-5200. Banks and brokerage firms please call (203) 658-9400.

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Conversion Rights

Pursuant to 1347 Capital’s amended and restated certificate of incorporation, any holders of 1347 Capital’s public shares who vote either for or against the Business Combination may demand that such shares be converted into a pro rata share of the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to 1347 Capital for its working capital requirements or to pay its franchise and income taxes, upon the consummation of the Business Combination.

If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to 1347 Capital for its working capital requirements or to pay its franchise and income taxes, upon the consummation of the Business Combination. The estimated per share conversion price is expected to be $10.00.

Conversion rights are not available to holders of warrants in connection with the Business Combination.

In order to exercise your conversion rights, you must vote either for or against the Business Combination and, prior to 5:00 p.m. Eastern time on June 27, 2016 (two business days prior to the special meeting), both:

Submit a request in writing that 1347 Capital convert your public shares for cash to Continental Stock Transfer & Trust Company, 1347 Capital’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Deliver your public shares either physically or electronically through DTC to 1347 Capital’s transfer agent. Stockholders seeking to exercise their conversion rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is 1347 Capital’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, 1347 Capital does not have any control over this process and it may take longer than one week. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be converted.

Any demand for conversion, once made, may be withdrawn at any time until the deadline for exercising conversion requests and thereafter, with 1347 Capital’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for conversion to 1347 Capital’s transfer agent and decide within the required timeframe not to exercise your conversion rights, you may request that 1347 Capital’s transfer agent return the shares (physically or electronically). You may make such request by contacting 1347 Capital’s transfer agent at the phone number or address listed above.

Each conversion of public shares by 1347 Capital’s public stockholders will decrease the amount in 1347 Capital’s Trust Account and increase the number of additional shares of 1347 Capital’s common stock 1347 Capital would need to issue as a result of the cash shortfall. 1347 Capital has no specified maximum conversion threshold under 1347 Capital’s amended and restated certificate of incorporation. 1347 Capital will not consummate the Business Combination, however, if holders of 1347 Capital’s public shares exercise their conversion rights in an amount that would cause 1347 Capital’s net tangible assets to be less than $5,000,001.

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Prior to exercising conversion rights, stockholders should verify the market price of 1347 Capital’s common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price. 1347 Capital cannot assure you that you will be able to sell your shares of 1347 Capital’s common stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in 1347 Capital’s common stock when you wish to sell your shares.

Appraisal Rights

Appraisal rights are not available to holders of shares of 1347 Capital’s common stock or warrants or to holders of Limbach’s membership interests, in connection with the Business Combination.

Proxy Solicitation Costs

We will pay the cost of soliciting proxies for the special meeting. 1347 Capital has engaged Morrow & Co., LLC to assist in the solicitation of proxies for the special meeting. 1347 Capital has agreed to pay Morrow & Co., LLC a fee of $12,500. 1347 Capital will reimburse Morrow & Co., LLC for reasonable out-of-pocket expenses and will indemnify Morrow & Co., LLC against certain claims, liabilities, losses, damages and expenses. 1347 Capital will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of 1347 Capital’s common stock for their expenses in forwarding soliciting materials to beneficial owners of 1347 Capital’s common stock and in obtaining voting instructions from those owners. 1347 Capital’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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THE BUSINESS COMBINATION

This section and the section entitled “The Merger Agreement” in this proxy statement/prospectus/information statement describe the material aspects of the merger, including the Merger Agreement. While 1347 Capital and Limbach believe that this description covers the material terms of the Business Combination and the Merger Agreement, it may not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus/information statement for a more complete understanding of the Business Combination and the Merger Agreement, including the Merger Agreement attached as Annex A and the other documents to which you are referred herein. See the section entitled “Where You Can Find More Information” in this proxy statement/prospectus/information statement.

Background of the Business Combination

Historical Background for 1347 Capital

1347 Capital is a blank check company formed in Delaware on April 15, 2014, for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses.

In April 2014, 1347 Capital’s insiders purchased an aggregate of 1,150,000 shares of 1347 Capital common stock (the “insider shares”), for an aggregate purchase price of $25,000, or approximately $0.02 per share.

On July 21, 2014, 1347 Capital consummated our initial public offering, or IPO, of 4,000,000 units, with each unit consisting of one share of common stock, one right to receive one-tenth ( 1/10) of a share of common stock automatically on the consummation of a business combination and one warrant to purchase one-half of one share of our common stock at an exercise of $11.50 per full share. The units in the IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $40,000,000. 1347 Capital also granted EarlyBirdCapital, Inc., the representative of the underwriters, a 45-day option to purchase up to 600,000 Units (over and above the 4,000,000 units referred to above) solely to cover over-allotments, if any. Simultaneously with the closing of the IPO, 1347 Capital also consummated a private placement of 180,000 units (“private units”) at $10 per unit and 600,000 warrants (“$15 Exercise Price Sponsor Warrants”) at $0.50 per warrant generating gross proceeds of $2,100,000.

On July 21, 2014 the underwriters exercised their over-allotment option in full and on July 23, 2014 purchased an additional 600,000 Units subject to such over-allotment option. The units issued pursuant to the over-allotment option were sold at the IPO price of $10.00 per unit, generating gross proceeds of $6,000,000. In a private sale that took place simultaneously with the consummation of the exercise of the over-allotment option, the Sponsor purchased an additional 18,000 Private Units at $10.00 per unit.

After deducting underwriting discounts and commissions and offering expenses, approximately $46,000,000 of the proceeds of the IPO and the sale of Private Units (or approximately $10.00 per unit sold in the IPO) was placed in a trust account with Continental Stock Transfer and Trust Company acting as trustee. The trust proceeds are invested in U.S. government treasury bills with a maturity of 180 days or less or money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations.

Except for a portion of the interest income that may be released to 1347 Capital to pay any income or franchise taxes, none of the funds held in the trust account will be released until the earlier of (x) the completion of our initial business combination and (y) the redemption of 100% of 1347 Capital’s public shares if 1347 Capital is unable to consummate a business combination within 18 months of the IPO (or 24 months if a letter of intent, agreement in principle or definitive agreement for an initial business combination is signed within 18 months). The net proceeds deposited from the IPO remain on deposit in the Trust Account earning interest. At March 31, 2016, the assets in the Trust Account were valued at $46,050,791, of which $45,956,570 was invested in United States Treasury Bills and $94,221 held as cash.

On July 22, 2014, the day after the closing of the IPO, 1347 Capital’s management convened a discussion with its advisory board to institute centralized corporate governance procedures and to discuss and

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begin implementing our overall plan for identifying, evaluating and, where appropriate, pursuing a potential business combination. No discussions concerning a potential merger were held with any person, group, or business prior to this date.

Such corporate governance procedures subsequently were discussed and adopted by 1347 Capital’s board of directors at its first regularly scheduled meeting in October 2014. At the July 22, 2014 meeting, 1347 Capital’s board of directors discussed the most effective means for soliciting and tracking opportunities, and determined that management should plan regular telephonic conferences with 1347 Capital’s board of directors and the advisory board to discuss management’s progress. Given 1347 Capital’s commitment to source, review and negotiate a transaction, 1347 Capital agreed immediately to identify and begin the process of making contact with: (i) private companies active in the insurance and other industries and (ii) various prospective sources of deal flow, including investment banks, actuaries, consultants, private equity firms and business acquaintances, to encourage such sources to contact us with new and old ideas or specific business combination opportunities they might wish for 1347 Capital to consider and explore. Messrs. Pratt and Swets discussed with both 1347 Capital’s board of directors and advisory board various areas within the insurance industry where they expected there to be a higher probability of identifying attractive companies for a business combination, with particular focus on specialty property-casualty insurance companies, wholesale insurance brokerages, program management businesses, and insurance service businesses such as third-party administrators. Messrs. Pratt and Swets discussed with 1347 Capital’s board of directors and the advisory board some of the opportunities and risks of a business combination with an insurance company when compared to an insurance wholesale broker, program manager, or third-party administrator, pointing out that each type of business holds attractive elements and other elements to consider.

1347 Capital was able to source opportunities both by approaching private companies and by responding to inquiries or references from the various sources of deal flow noted above. 1347 Capital did not limit itself to any single transaction structure (such as cash vs. stock issued to potential seller, straight merger, corporate spin-out or management buy-out). Although the search stayed primarily within the insurance industry, other companies and other industries also were examined. Active sourcing involved 1347 Capital’s management, among other things,

Initiating conversations, via phone, e-mail or other means (whether directly or via a private company’s major stockholders, members, or directors as well as professionals and industry contacts 1347 Capital’s management has known during their professional careers) with private companies which management believed could make attractive business combination partners;
Contacting professional service providers (accountants, attorneys, and consultants);
Using their network of business associates and friends for leads;
Working with third-party intermediaries, including investment bankers; and
Inquiring directly of business owners, including private equity firms, of their interest in having one of their businesses enter into a business combination.

Management also fielded inquiries and responded to solicitations by: (i) companies looking for capital or investment alternatives and (ii) investment bankers or other similar professionals who represent companies engaged in a sale or fund-raising process. 1347 Capital considered numerous companies in various sectors of the insurance industry, including underwriting property-casualty insurance companies, retail insurance brokerage, wholesale insurance brokerage, reinsurance brokerage, insurance program management, United Kingdom-based insurance consulting and third-party administration, United Kingdom-based underwriting organizations, life insurance. 1347 Capital also considered warranty businesses and some opportunities outside of the insurance and financial services sector. Several non-disclosure agreements were signed. As described in our prospectus, we considered candidates both within and outside of the insurance and financial services industry, including companies which would carried a valuation smaller than, equal to, or much larger than the approximately $46 million in 1347 Capital’s trust account. In so doing, our management was able to increase the number of opportunities we reviewed.

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In considering potential merger partners, 1347 Capital’s management considered the following factors as being material to the decision in choosing such a merger partner:

Specialty focus, for example by line of business, geography, product, distribution or client base;
Record of growth and profitability;
Ability to operate in difficult or specialized markets;
Business model and approach to building recurring revenue;
Ability to achieve incremental revenue or decrease costs from current core business;
Potential for greater economies of scale or higher profitability through consolidation;
Opportunity to deploy capital at appropriate rates of return in the current business plan;
Experience and skill of management and availability of additional personnel;
Capital requirements;
Competitive position;
Financial condition;
Barriers to entry;
Stage of development of the products, processes or services;
Breadth of services offered;
Degree of current or potential market acceptance of the services;
Regulatory environment of the industry;
Costs associated with effecting the business combination; and
Probability of successfully negotiating and consummating a business combination with the potential partner.

The evaluation relating to the merits of a particular business combination were based primarily, to the extent relevant, on the above factors. In evaluating a prospective business combination partner, 1347 Capital conducted such diligence as it deemed necessary to understand a particular potential business combination partner’s business that included, among other things, meetings with the potential business partner’s management, where applicable, as well as review of financial and other information made available to 1347 Capital.

As a result of these efforts, 1347 Capital initiated contact, either directly or through a third party intermediary, with more than 40 potential business combination partners. 1347 Capital received business plans and/or reviewed financial summaries or received presentation books for more than 10 potential target business combination companies. 1347 Capital signed non-disclosure agreements relating to several potential business combination opportunities, and had discussions with a number of potential business combination companies with whom a non-disclosure agreement was not signed.

With respect to some of the opportunities, discussions among 1347 Capital’s management and the potential business combination partners included financial disclosures, reviews of potential transaction structures, discussions of preliminary estimates of transaction values and discussions of management objectives, business plans, and projections. Discussions, including introductory meetings attended by some combination of Messrs. Pratt and Swets, occurred with potential business combination partners on a regular basis during the period from July 2014 through January 2016. Among the potential merger candidates 1347 Capital contacted were: more than a dozen insurance companies in various segments of the property-casualty business with estimated merger values of $50 million to $500 million; three wholesale brokers/program managers of insurance businesses with estimated merger values of $90 million to $800 million; four retail brokers/service companies of insurance businesses with estimated merger values

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of $80 million to $400 million; and a handful of third-party administration, asset management, lending, real estate, warranty, energy, and construction businesses with merger values of $90 million to $600 million. 1347 Capital’s management evaluated these candidates in light of the factors described above and discussed their findings with our 1347 Capital’s board of directors and advisory board, also applying the following criteria: the state of the markets within which the businesses operated; the potential merger value of each business; the probability of negotiating an acceptable business combination; and the timeframe for so doing.

The companies other than Limbach with which 1347 Capital entered into detailed discussions included an international insurance services and technology consultancy, an insurance company group located in the northeastern U.S., and several insurance company groups located in Florida. 1347 Capital ultimately did not proceed with each of the other potential acquisition opportunities because 1347 Capital concluded (i) that the potential merger partner business or the terms of a potential business combination would not be suitable for 1347 Capital, particularly in comparison to an acquisition via merger of Limbach, or (ii) because the potential merger partner’s owners and management decided to remain privately held.

On December 17, 2015 a representative of EarlyBirdCapital, Inc., sent via email to Mr. Swets a description of a potential merger partner for 1347 Capital (after execution of a non-disclosure agreement, this potential merger partner was revealed as Limbach).

On December 21, 2015, 1347 Capital executed a non-disclosure agreement with Limbach and 1347 Capital received via email summary materials concerning Limbach on December 22, 2015.

On January 5, 2016, a consultant to FdG and Limbach, who was also known to EarlyBirdCapital, discussed by teleconference with Mr. Pratt, Mr. Baqar, and an EarlyBirdCapital representative background concerning Limbach, its position in the construction industry, and a general interest by FdG in a potential business combination of 1347 Capital with Limbach. On the call, the parties discussed the business generally, Limbach’s locations and operations, and summary figures concerning the financial condition and prospects of Limbach. 1347 Capital also learned during the teleconference that FdG and Limbach’s CEO had some familiarity with blank check companies such as 1347 Capital. Based on this discussion and the initial description of Limbach as being a long-established, well-regarded, specialty construction firm operating in a growing market, management determined to proceed with further discussions in order to verify this information concerning Limbach and to determine whether a potential business combination would be beneficial. There was no discussion of the valuation or structure of a potential business combination on this call. Mr. Pratt agreed to attend a meeting with Limbach’s controlling stockholder and its management later in the week.

On January 8, 2016 a meeting took place in New York at the offices of FdG’s managing affiliate. Attending were Mr. Pratt, an EarlyBirdCapital representative, Mr. David S. Gellman and Mr. S. Matthew Katz from FdG, Limbach’s consultant, and two members of Limbach’s senior management: Mr. Charles A. Bacon, III, Chairman, President, and CEO; and Mr. John T. Jordan, Chief Financial Officer. Messrs. Bacon and Jordan presented an overview of Limbach, including but not limited to a general description of its specialty construction and services businesses, the areas in which Limbach focuses in order to gain a competitive advantage, the types of projects Limbach builds, and the types of clients Limbach targets. Messrs Gellman, Katz, and their financial advisor presented FdG’s history as majority owner of Limbach, and Mr. Pratt and 1347 Capital’s financial advisor presented 1347 Capital’s history, background concerning 1347 Capital’s executives and board of directors, and our goals in seeking a merger partner. During the January 8 meeting, FdG and Limbach expressed a willingness to pursue a transaction on an enterprise valuation of Limbach of approximately $100 million.

Management determined that information presented during the January 8 meeting supported the initial description of Limbach provided in the January 5, 2016 teleconference, and elected to continue pursuing the transaction.

On January 11, 2016, an EarlyBirdCapital representative sent additional information to Messrs. Swets and Baqar outlining how a potential merger with Limbach might be accomplished.

On January 12, 2016, 1347 Capital’s senior management conferred via teleconference with EarlyBirdCapital to discuss how best to proceed based on the information received concerning Limbach at the

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January 8 meeting and 1347 Capital’s analysis of the additional business and financial information obtained to date. Over the course of several days, 1347 Capital’s senior management and EarlyBirdCapital reviewed the valuations of both publicly and privately held companies comparable to Limbach. Limbach’s public company comparables were valued at approximately a nine to ten times multiple of their 2015 estimated EBITDA, whereas the private company comparables, which generally consisted of smaller, less diversified businesses than Limbach and its publicly-traded comparables, were valued at closer to five times 2015 estimated EBITDA. Based on these comparables, management concluded that the valuation proposed by FdG and Limbach, which implied a post transaction enterprise value of approximately seven times Limbach’s 2016 estimated EBITDA (on a fully-diluted basis pro forma for the transaction with 1347 Capital), was a compelling valuation compared to Limbach’s public company comparables. As such, 1347 Capital determined that it was in the best interest of 1347 Capital to continue discussions with Limbach, and 1347 Capital instructed EarlyBirdCapital to continue discussions with FdG. January 20, 2016, 1347 Capital’s management held a teleconference and decided to begin drafting a non-binding letter of intent for a merger with Limbach.

On January 15, 2016, EarlyBirdCapital sent to FdG an initial proposal of economic terms for the potential merger, based on a total enterprise value of Limbach of $90 million, and assuming varying levels of cash available to pay Limbach’s equity holders depending on the number of public shares that were redeemed in the business combination. This initial proposal included cash consideration ranging from $47.8 million and $32.8 million, continued equity ownership by the existing Limbach unitholders (primarily FdG and Limbach management) of between $15 million and $30 million, the issuance of up to approximately $8.5 million of preferred stock to our sponsor (including its affiliates) and $40 million in new debt financing. The proposal contemplated the issuance of preferred stock to our sponsor (including its affiliates) in order to facilitate the satisfaction of the cash portion of the purchase price. The proposal included the issuance of merger warrants to Limbach’s unitholders in the event that, due to redemptions by our public stockholders, Limbach would be required to receive shares in excess of 1.5 million in the business combination. Initially, our management team envisioned debt financing to comprise between $45 million and $50 million of the consideration. However, after discussions with Limbach management regarding the amount of leverage that Limbach management team was comfortable with and Limbach’s view on the debt capacity for the company, the parties agreed that $40 million was the appropriate level of debt for Limbach’s business.

From January 15 – 20, 2016, a series of teleconferences and email exchanges between Messrs. Pratt, Swets, Baqar, and Gellman, some involving our and FdG’s respective financial advisors, ensued. Discussions among 1347 Capital’s management focused on evaluating the feasibility of a merger and the outline of a non-binding letter of intent. The discussion involved negotiations regarding the levels of cash and equity that would be paid to Limbach equity holders based on various levels of possible redemptions by 1347 Capital’s public stockholders as well as the amount of preferred stock that our sponsor would purchase in the event of redemptions, The key terms of the preferred were also discussed including its dividend rate, conversion price and maturity. On January 20, 2016, 1347 Capital and EarlyBirdCapital sent to FdG a revised proposal of economic terms for the potential merger, including a proposed cash consideration of between $45.4 million and $35.4 million, continued equity ownership of FdG of between $15 million and $25 million, the issuance of up to approximately $5 million of preferred stock to sponsor and obtaining $40 million of new debt. On the same day, 1347 Capital’s management held a teleconference and decided to begin drafting a non-binding letter of intent for a merger with Limbach.

From January 21 – 29, 2016, a series of calls, teleconferences, and email correspondence ensued between 1347 Capital, FdG, and Limbach senior management (and our respective financial advisors and attorneys), the result of which was an executed, non-binding letter of intent on January 29, 2016 (“LOI”). The LOI provided that the parties would collaborate on a transaction structure that would provide for the acquisition of 100% of the equity interests of Limbach, after taking into account legal, regulatory, tax accounting and other considerations; the cash consideration would be between $35 million and $45 million; the stock consideration would be between $15 million and $25 million; for every $15 of stock consideration issued in excess of $15 million, Limbach equity holders would be entitled to receive one warrant exercisable for one share of the post transaction company at an exercise price of $12.50 per share (all other terms of such warrants were to be the same as 1347 Capital’s public warrants). The LOI provided that the closing of the transaction would be

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contingent upon the availability of no less than $40 million in debt financing. The LOI also contained other binding provisions customary for letters of intent, such as exclusivity, non-solicitation and confidentiality.

Subsequent to this date, a few other merger candidates continued to approach 1347 Capital; however, none were as well-positioned as Limbach in the relevant items management considered in selecting a merger partner, including but not limited to a potential merger partner’s history of growth and profitability over time; opportunity for future growth and profitability; size ranking and reputation in its chosen market; quality of its management, strategy, and operational plans; and suitability to operate as a publicly company after the merger. 1347 Capital’s management then focused our efforts to perform management, financial, and legal diligence to determine if a merger would be in the best interest of 1347 Capital.

From January 29, 2016 through March 18, 2016, 1347 Capital performed such diligence as management deemed necessary for the merger. 1347 Capital’s management formed three teams to work simultaneously, each team having access to our outside financial and legal advisors and our outside auditing firm, as required.

Mr. Pratt led a team focused on in-person interviews and discussions with Limbach senior management and employees, including on-site visits, with a focus on Limbach’s (i) products, services, and customers, (ii) competitive position, (iii) management philosophy and strategy, and (iv) prospects for the future.

Mr. Baqar led a team focused on financial and legal review of Limbach’s contracts, commitments, and obligations; review of its internal accounting and controls, including review of Limbach’s audited financial statements; and discussions with Limbach’s management.

Mr. Swets led a team focused on negotiation with FdG concerning the definitive merger agreement, which included, among other things, (i) the price, structure, and terms and conditions for the merger; (ii) representations and warranties made by 1347 Capital and by Limbach and its owners; (iii) and an agreement jointly to engage in financing discussions with outside parties to complete the merger.

During this period, many documents, telephone calls and teleconferences, and meetings were held; an electronic data room was populated by Limbach management and the contents were reviewed; and such persons or firms 1347 Capital deemed relevant were contacted in order for 1347 Capital to both satisfy its requirements for diligence concerning the merger and to enable it to successfully negotiate and eventually to agree with Limbach on the terms of a definitive merger agreement.

1347 Capital’s review of Limbach’s senior management during this period included multiple discussions with Mr. Bacon and Mr. Jordan and discussions with other Limbach senior managers on-site in Warrington, PA, Pittsburgh, PA, and Pontiac, MI. 1347 Capital’s management met with Limbach’s COO, Limbach’s senior practice leader for Limbach’s services business (a key element of Limbach’s revenue and margin growth plan), and with Limbach’s branch managers for the regions of Ohio, Western Pennsylvania, and Michigan.

On March 1, 2016, management presented its findings to date to 1347 Capital’s advisory board via teleconference. Management and the advisory board concluded that 1347 Capital should continue to seek a merger with Limbach and that management also should discuss with FdG and with Limbach management concerning how the merger would address matters such as (i) management compensation and a long term incentive plan for Limbach post-merger and (ii) the number and composition of the merged company’s board of directors. The results of those negotiations are reflected in the Merger Agreement. Specifically, the parties agreed that 1347 Capital would adopt an equity incentive plan that is the subject of Proposal 4. In addition, the parties agreed that Limbach would have the right to nominate four directors to the post-transaction company, and 1347 Capital would have the right to nominate two directors, with one director to be jointly agreed upon.

In addition, our management and FdG determined it was desirable to enter into an employment agreement with Mr. Bacon, Limbach’s Chief Executive Officer, that would, upon the Business Combination, supersede and replace his existing employment agreement. In so doing, 1347 management and FdG sought to ensure the continuity of leadership for Limbach and the resulting stability of the company’s management and strategic direction. Mr. Bacon’s demonstrated success as CEO and in promoting and recruiting key members

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of management supported this decision. The parties agreed that 1347 Capital should negotiate with Mr. Bacon concerning the new employment agreement, with each of 1347 Capital and Mr. Bacon being represented by their respective counsels.

On March 7, 2016, a teleconference took place with Messrs. Gellman, Katz, Swets, Baqar (and FdG’s and 1347 Capital’s legal and financial advisors) to negotiate an intermediate draft of a definitive merger agreement. and a several ancillary agreements. The negotiations touched on a variety of topics relating to the business combination, including the representations and warranties to be given by Limbach and 1347 Capital in the definitive merger agreement, the mechanics of the merger, the structure of the surviving corporation, the opportunity for Limbach’s optionholders to participate in the business combination, and the terms of the merger warrants and preferred stock that may be issued in the business combination.

During the March 7 teleconference, the participants also engaged in lengthy discussion concerning the options and approaches available for restructuring and/or refinancing Limbach’s existing senior and subordinated debt. 1347 Capital, FdG and their respective advisors agreed that securing new debt financing on favorable terms would be critical to the overall success of the transaction, and consequently, they agreed that the closing of the business combination should be conditioned upon obtaining new debt financing. Messrs. Swets and Baqar outlined in greater detail the possible uses of the proceeds of the new debt financing contemplated by 1347 Capital and its advisors in prior communications, which included refinancing of Limbach’s existing senior and subordinated debt, funding the working capital needs of the post-business combination company, and, if necessary, funding a portion of the cash consideration payable to Limbach’s equityholders. Messrs. Gellman and Katz highlighted the importance of ensuring Limbach’s surety bond providers were satisfied with the lender and structure of any new debt financing, as an intercreditor agreement between the senior lender and the surety would be necessary. FdG and its representatives also noted that they had engaged in informal discussions with Limbach’s existing lenders and other lenders regarding a possible refinancing and expansion of the Limbach’s existing senior credit facilities. In addition, both FdG and representatives of 1347 Capital reached out to numerous other financial institutions and potential lending sources to assess potential interest in either newly-issued subordinated debt or a “stretch senior” facility that would replace Limbach’s existing senior lender and be large enough in size to eliminate the issuance of additional subordinated debt.

On March 9, 2016, 1347 Capital sent a draft employment agreement to Mr. Bacon. Mr. Pratt and Mr. Bacon spoke on March 10, 2016 to discuss the agreement. During the ensuing week, additional drafts were exchanged and reviewed by the parties. Final revisions were concluded on March 17, 2016. All aspects of the employment agreement, including, but not limited to, base compensation, opportunity for incentive compensation, continued participation in key industry councils, opportunities for continued professional development, and termination provisions were discussed, and the form of such agreement was included as an exhibit to the merger agreement filed by 1347 Capital. In general, and for at least the last 12 years, Limbach has not entered into employment agreements with any of its senior officers and employees other than the Mr. Bacon, but rather utilized informal offer letters with respect to recent hires prior to Contemplation of the Business Combination, so no change to those employment arrangements was made.

On March 16, 2016, our management presented our updated diligence findings to 1347 Capital’s board of directors via teleconference, including the latest draft of the definitive merger agreement in substantially final form. 1347 Capital’s board of directors heard reports from the three diligence teams, reviewed the merger agreement, asked questions about and made suggestions concerning certain areas for further diligence, and made suggestions concerning how the merger information should be communicated to 1347 Capital’s stockholders. 1347 Capital’s board of directors then approved the proposed merger with Limbach and delegated authority to 1347 Capital’s management to take such actions and execute such documents as are necessary to accomplish the Business Combination.

During the period March 17 to March 22, 2016, 1347 Capital’s management completed negotiations on various matters with FdG and Limbach management (with advice from each respective party’s legal and financial advisors), concerning the Merger Agreement, the exhibits thereto, the press release describing the merger, and certain other documents required for 1347 Capital to make proper filings concerning these matters.

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The Merger Agreement was executed on March 23, 2016 and a press release was made on March 23, 2016.

In the period since the execution of the Merger Agreement, 1347 Capital and Limbach have had discussions with Limbach’s current and potential lenders in respect of the $40 million of debt financing needed to close the Business Combination (including approximately $3 million of existing debt related to vehicle leases). 1347 Capital currently expects to enter into an agreement to provide for a $24 million senior term loan, with $25 million of revolving credit capacity. In addition, 1347 Capital is in discussions with other parties to provide approximately $13 million in subordinated debt financing. These negotiations are ongoing of the date of this proxy statement/prospectus/information statement and are subject to change prior to the special meeting.

On May 6, 2016, 1347 Capital engaged Craig-Hallum as its non-exclusive financial advisor in connection with the Business Combination.

Board of 1347 Capital Reasons for the Business Combination

Before reaching its decision, 1347 Capital’s board reviewed the results of management’s due diligence, which included:

research on industry trends, cycles, operating cost projections, and other industry factors;
review and analysis concerning Limbach’s operations, company products and services, major customers, and financial prospects;
personal visits to Limbach’s corporate headquarters, several regional branches, and a fabrication facility;
review of Limbach’s legal matters, including certain contracts; and
review and analysis of Limbach’s financial results, accounting, and certain tax matters.

1347 Capital’s board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, 1347 Capital’s board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of 1347 Capital’s board of directors may have given different weight to different factors.

In 1347 Capital’s IPO prospectus, it described certain factors its management would consider in evaluating a prospective target business, including one or more of the following:

financial condition and results of operation;
growth potential;
brand recognition and potential;
return on equity or invested capital;
market capitalization or enterprise value;
experience and skill of management and availability of additional personnel;
capital requirements;
competitive position;
barriers to entry;
stage of development of the products, processes or services;
existing distribution and potential for expansion;
degree of current or potential market acceptance of the products, processes or services;
proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;
impact of regulation on the business;

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regulatory environment of the industry;
costs associated with effecting the business combination;
industry leadership, sustainability of market share and attractiveness of the markets/industries in which a target business participates; and
macro competitive dynamics in the industry within which the company competes.

In considering the Business Combination and certain of the above factors, 1347 Capital’s board of directors determined that Limbach met the a number of positive criteria, including the following, although not weighted or in any order of preference:

Full Lifecycle Services.  Limbach’s broad portfolio of services addresses the full lifecycle of a facility, from design and engineering to system installation, retrofit, maintenance and energy management. In addition, Limbach has long-term, “cradle-to-grave” relationships with facility owners that drive high margin revenue streams on a recurring basis.
Strong Growth Outlook.  After out-performing its peer group during the recession, Limbach is well-positioned to capitalize on the strength of the recovery in the non-residential construction market. Limbach has an established presence in core healthcare, education, institutional and commercial end-markets providing solid long-term growth prospects.
Diversified Operating Platform.  Limbach’s broad geographic presence provides exposure to more than ten states in five distinct regions of the United States, each with unique economic drivers and regional influences. Limbach does not rely on a limited number of projects and customers across its platform. Limbach’s diversity of contract structures allows it to tailor each project within acceptable levels of risk.
Experienced Management Team.  Limbach’s has a long-tenured management team with considerable experience in construction and facilities services, and has a desire to grow the platform to several times its current size. Limbach’s management team is well recognized throughout its industry for leadership in workforce safety, innovation in fabrication and project delivery methodologies, as well as provided quality building services.
Significant Competitive Advantages.  Limbach has deep customer relationships, a skilled and long-tenured workforce, a unique safety and service culture, and substantial bonding capacity. It is a leader in the utilization of rapidly emerging technologies and design/build services, and has a scalable central services operating platform.
Attractive Financial Profile.  Limbach has a strong and vis