PRER14A 1 prer14a.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. 1)

 

Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

 

Check the appropriate box

 

[X] Preliminary Proxy Statement
   
[  ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
   
[  ] Definitive Proxy Statement
   
[  ] Definitive Additional Materials
   
[  ] Soliciting Material Pursuant to § 240.14a-12

 

Jensyn Acquisition Corp.

(Name of Registrant as Specified In Its Charter)

 

 

 

(Name of Person(s) Filing Proxy Statement if other than Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

[  ] No fee required.
   
[X] Fee computed on table below per Exchange Act Rules 14a(6)(i)(1) and 0-11.
   
1) Title of each class of securities to which transaction applies: Not Applicable
   
   
   
2) Aggregate number of securities to which transaction applies: Not Applicable
   
   
   
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
   
  Not Applicable
   
4) Proposed maximum aggregate value of transaction:
   
  $5,071,038
   
5) Total Fee Paid:
   
  $614.61
   
[X] Fee paid previously with preliminary materials.
   
[  ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
   
1) Amount Previously Paid:
   
   
   
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3) Filing Party:
   
   
   
4) Date Filed:
   
   

 

 

 

   

 

 

JENSYN ACQUISITION CORP.

800 WEST MAIN STREET, SUITE 204

FREEHOLD, NJ 07728

 

Dear Jensyn Acquisition Corp. Stockholders:

 

You are cordially invited to attend the special meeting in lieu of the 2019 annual meeting of stockholders of Jensyn Acquisition Corp., which we refer to as “we,” “us,” “our,” “Jensyn” or the “Company,” on June 14, 2019, at 10:00 A.M., Eastern Time, at the offices of Giordano Halleran & Ciesla, P.C., 125 Half Mile Road, Suite 300, Red Bank, New Jersey 07701.

 

At the special meeting, our stockholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve a share exchange agreement (the “Exchange Agreement”) with Peck Electric Co. (“Peck Electric”), a Vermont corporation, and its stockholders (the “Stockholders”) pursuant to which the Stockholders of Peck Electric will exchange their shares of capital stock in Peck Electric for 3,234,501 shares of our common stock (the “Share Exchange”) representing approximately 59% of our outstanding shares of capital stock after giving effect to the business combination but without giving effect to the potential conversion of our outstanding public shares to cash. A copy of the Exchange Agreement is attached to the accompanying proxy statement as Annex A. We refer to the transactions contemplated by the Exchange Agreement as the “Business Combination.”

 

In the event that Peck Electric’s Adjusted EBITDA (as defined in the Exchange Agreement) for the twelve month period commencing on the first day of the first full calendar quarter following the closing of the Share Exchange (the “Earnout Period”) is $5,000,000 or more (the “Adjusted EBITDA Target”) or the closing price of the Company’s common stock is $12.00 or more per share at any time during the Earnout Period (the “Stock Price Target”), then the Company will issue an additional 898,473 shares of the Company’s common stock to the Stockholders and issue to certain of the initial stockholders of the Company, their transferees and an advisor that introduced Peck Electric to the Company a number of shares of the Company’s common stock equal to the number of shares of the Company’s common stock forfeited by such stockholders as described below. As a result of the Share Exchange, Peck Electric will become a wholly owned subsidiary of Jensyn.

 

By separate agreement, certain of the initial stockholders of the Company and their transferees (the “Sponsors”) have agreed to forfeit (i) up to 200,000 shares of the Company’s common stock at the closing of the Share Exchange to the extent that such shares are used to satisfy Company obligations or to induce investors to make an equity investment in the Company at or prior to the Closing and (ii) 200,000 shares of the Company’s common stock if neither the Adjusted EBITDA Target or the Stock Price Target is achieved during the Earnout Period.

 

Our stockholders will also be asked to consider and vote upon proposals (a) to approve and adopt the Company’s second amended and restated certificate of incorporation, which we refer to as the “Certificate Proposals;” (b) to elect five directors to serve on our board of directors; and (c) 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 the Business Combination Proposal or the Certificate Proposals. A copy of our proposed second amended and restated certificate of incorporation incorporating the Certificate Proposals is attached as Annex B to the accompanying proxy statement.

 

Each of these proposals is more fully described in the accompanying proxy statement, which each stockholder is encouraged to review carefully.

 

   

 

 

Our units, Common Stock, warrants and rights are currently listed on the Nasdaq Capital Market under the symbols “JSYNU”, “JSYN,” “JSYNW” and “JSYNR,” respectively.

 

Pursuant to our amended and restated certificate of incorporation, we are providing our public stockholders with the opportunity to convert, upon the closing of the Share Exchange, shares of Jensyn Common Stock held by them into cash in an amount equal to their pro rata share of the funds held in the Trust Account that holds the proceeds of Jensyn’s initial public offering as provided by its amended and restated certificate of incorporation. For illustrative purposes, based on funds in the Trust Account of approximately $6,181,000 on May 7, 2019, the estimated per share redemption price would have been approximately $11.20. Public stockholders may elect to convert their shares even if they vote for the Business Combination Proposal. 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 in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding public shares (the “20% threshold”). Holders of our outstanding public warrants and rights do not have conversion rights in connection with the Business Combination. The holders of shares of Jensyn Common Stock issued prior to our IPO, which we refer to as “founder shares,” have waived their conversion rights with respect to any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the founder shares represent approximately 54% of our issued and outstanding shares of Common Stock. The holders of our founder shares have agreed to vote any shares of Jensyn Common Stock owned by them in favor of the Business Combination Proposal.

 

We are providing this proxy statement and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Whether or not you plan to attend the special meeting, we urge you to read this proxy statement (and any documents incorporated into this proxy statement by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

 

After careful consideration, our board of directors has unanimously approved and adopted the Exchange Agreement and unanimously recommends that our stockholders vote FOR adoption and approval of the Business Combination Proposal, FOR approval of the Certificate Proposals and FOR all other proposals presented to our stockholders in the accompanying proxy statement. When you consider the board recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Proposal No. 1—Approval of the Business Combination—Certain Benefits of Jensyn’s Directors and Officers and Others in the Business Combination.”

 

Approval of the Business Combination Proposal, and Adjournment Proposal requires the affirmative vote of 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. 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. The directors of Peck Electric and the Stockholders have already approved the Business Combination.

 

Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible using one of the following methods to ensure that your vote is counted, regardless of whether you expect to attend the special meeting in person: (1) call the toll-free number specified on the enclosed proxy card and follow the instructions when prompted, (2) access the Internet website specified on the enclosed proxy card and follow the instructions provided to you, or (3) 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 special meeting. A failure to vote your shares or an abstention is the equivalent of a vote “AGAINST” the Certificate Proposals but, assuming a quorum is otherwise validly established, only an abstention (and not a failure to vote) is the equivalent of a vote “AGAINST” the other proposals, except the Director Election Proposal, to be considered at the special meeting of stockholders. A failure to vote or an abstention will have no effect on the Director Election Proposal. Unless waived by the parties to the Exchange Agreement, the closing of the Business Combination is conditioned upon the adoption and approval of the Business Combination Proposal and the Certificate Proposals.

 

   

 

 

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the special meeting. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have the same effect as a vote AGAINST the Certificate Proposals but will have no effect on the other proposals (but, in the case of the Certificate Proposals, is the practical equivalent to a vote AGAINST the Business Combination Proposal). If you are a stockholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

 

TO EXERCISE YOUR CONVERSION RIGHTS, YOU MUST AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL AND DEMAND THAT JENSYN CONVERT YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO JENSYN’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

 

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

 

  Sincerely,
   
May __, 2019 /s/ Jeffrey J. Raymond
  Jeffrey J. Raymond
  President, Chief Executive Officer, Director

 

This proxy statement is dated May __, 2019, and is first being mailed to stockholders of the Company on or about May __, 2019.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

   

 

 

JENSYN ACQUISITION CORP.

800 West Main Street, Suite 204,

Freehold, NJ 07728

 

NOTICE OF SPECIAL MEETING IN LIEU OF 2019 ANNUAL MEETING

OF STOCKHOLDERS OF JENSYN ACQUISITION CORP.

 

To Be Held on June 14, 2019

 

To the Stockholders of Jensyn Acquisition Corp.:

 

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2019 annual meeting of stockholders (the “special meeting”) of Jensyn Acquisition Corp., a Delaware corporation (“we,” “us,” “our,” “Jensyn” or the “Company”), will be held on June 14, 2019, at 10:00 A.M., Eastern Time, at the offices of Giordano, Halleran & Ciesla, P.C., 125 Half Mile Road, Suite 300, Red Bank, NJ 07701. 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 the Exchange Agreement, dated as of February 26, 2019, as it may be amended (the “Exchange Agreement”), by and among Jensyn, Peck Electric Co., a Vermont corporation (“Peck Electric”), and its stockholders (the “Stockholders”) and the transactions contemplated thereby (the “Business Combination Proposal”), which provides for the Stockholders of Peck Electric to exchange their shares of capital stock in Peck Electric for shares of Jensyn’s common stock (the “Business Combination”);
     
  (2) The Certificate Proposals—to consider and vote upon twelve proposals consisting of the following amendments to our amended and restated certificate of incorporation:

 

  ● to change our name to “The Peck Company, 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 16,000,000 to 50,000,000 of which 49,000,000 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 Jensyn 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 provide that the Company’s directors may only be removed for cause by a vote of the majority of the then outstanding shares of the Company;
     
  ● to provide 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 Jensyn 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 Jensyn’s officers or directors and their affiliates; and
     
  ● to provide that a minimum of 2/3 of the outstanding shares of capital stock of Jensyn will be required to amend the proposed second amended and restated certificate of incorporation.

 

  (3) The Director Election Proposal—to consider and vote upon a proposal to elect five directors upon consummation of the Business Combination to serve on the Company’s board of directors (the “Director Election Proposal”);
     
  (4) 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 the Business Combination Proposal or the Certificate Proposals (the “Adjournment Proposal”).

 

Only holders of record of our Common Stock at the close of business on May 30, 2019 are entitled to notice of the special meeting 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 will provide our public stockholders with the opportunity to convert, upon the closing of the transactions contemplated by the Exchange Agreement, their shares of the Company’s Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the consummation of the transactions contemplated by the Exchange Agreement) in the Trust Account that holds the proceeds (less taxes payable and any interest that we may withdraw to pay tax obligations) of our initial public offering closed on March 7, 2016 (the “IPO”). For illustrative purposes, based on funds in the Trust Account of approximately $6,181,000 on May 7, 2019, the estimated per share conversion price would have been approximately $11.20. Public stockholders may elect to convert their shares even if they vote for the Business Combination Proposal. 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 redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding public shares (the “20% threshold”). Each conversion of shares of our outstanding Common Stock by our public stockholders will decrease the amount in our Trust Account, which holds approximately $6,181,000. In no event, however, will we permit conversion of shares of our outstanding Common Stock in an amount that would cause our net tangible assets to be less than $5,000,001 upon the completion of the Business Combination. The holders of shares of the Company’s Common Stock issued prior to our IPO (“founder shares”) have agreed to waive their conversion rights with respect to any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, founder shares represent approximately 54% of our issued and outstanding shares of Common Stock.

 

The transactions contemplated by the Exchange Agreement will be consummated only if the Business Combination Proposal and the Certificate Proposals are approved at the special meeting. In addition, (i) the Director Election Proposal is conditioned on the approval of the Certificate Proposals and the Business Combination Proposal, and (ii) the Certificate Proposals are conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth on the proxy statement.

 

Your attention is directed to the proxy 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 carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, Inc. at (877) 870-8565 (banks and brokers call collect at (206) 870-8565.

 

  By Order of the Board of Directors,
   
May __, 2019 /s/ Jeffrey J. Raymond
  Jeffrey J. Raymond
  President and Chief Executive Officer

 

   

 

 

TABLE OF CONTENTS

 

  Page
summary term sheet 1
frequently used terms 4
questions and answers about the proposals for stockholders 6
summary of the proxy statement 18
selected historical financial information of jensyn 25
selected historical financial information of PECK ELECTRIC 26
SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE PECK COMPANY 27
cautionary note regarding forward-looking statements 28
risk factors 29
unaudited pro forma condensed combined financial information 51
notes to unaudited pro forma condensed combined financial information 56
comparative share information 58
special meeting in lieu of 2019 annual meeting of jensyn stockholders 59
proposal no. 1—approval of the business combination 64
proposals no. 2a-2L—the certificate proposals 94
proposal no. 3—election of directors to the board 101
proposal no. 4—the adjournment proposal 102
information about jensyn 103
jensyn management’s discussion and analysis of financial condition and results of operations 114
information about PECK ELECTRIC 121
executive compensation 126
Peck electric management’s discussion and analysis of financial condition and results of operations 127
management after the business combination 131
description of jensyn securities 135
beneficial ownership of securities 142
certain relationships and related transactions 144
price range of securities and dividends 147
independent registered public accounting firm 148
appraisal rights 148
delivery of documents to stockholders 148
transfer agent and registrar 148
submission of stockholder proposals 148
future stockholder proposals 148
where you can find more information 149
Index to PECK ELECTRIC Financial Statements F-1
Index to Jensyn Financial Statements F-37
Annexes  
Annex A -Share Exchange Agreement A-1
Annex A-1 - First Amendment to Share Exchange Agreement A-1-1
Annex B - Second Amended Restated Certificate of Incorporation of Jensyn B-1
Annex C - Fairness Opinion of Primary Capital LLC C-1

 

   

 

 

SUMMARY TERM SHEET

 

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Proposals for Stockholders” and “Summary of the Proxy Statement,” summarize certain information contained in this proxy statement, but do not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the special meeting. In addition, for definitions of terms commonly used throughout this proxy statement, including this Summary Term Sheet, see the section entitled “Frequently Used Terms.”

 

Parties to the Business Combination

 

● The Company is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. There currently are 1,819,482 shares of our Common Stock issued and outstanding, consisting of 549,982 shares originally sold as part of units in our IPO, 975,000 founder shares that were issued to our initial stockholders, and 294,500 shares were sold as part of units issued in a private sale simultaneously with the consummation of our IPO. In addition, there currently are 4,194,500 warrants of the Company outstanding, consisting of 3,900,000 public warrants originally sold as part of units in the Company’s IPO and 294,500 private warrants sold as part of the units issued in a private placement simultaneously with the consummation of the Company’s IPO, and 3,900,000 rights to receive one-tenth (1/10) of one share of Common Stock automatically upon the consummation of an initial business combination. Each warrant entitles its holder to purchase one share of our Common Stock at an exercise price of $11.50 per share. The public warrants will become exercisable on the later of 30 days after the completion of the Company’s initial business combination or 12 months from the consummation of the Company’s IPO, and expire at 5:00 p.m., New York time, five years after the completion of the Company’s initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant, if the last sale price of the Company’s Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. The private warrants, however, are non-redeemable so long as they are held by the initial purchaser of the private warrants or their permitted transferees. For more information about the Company and its securities, see the sections entitled “Information About Jensyn,” “Jensyn Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Securities.”
   
● Peck Electric is the largest commercial solar engineering, procurement and construction (“EPC”) company in the Northeast and ranked 60th in the US by Solar Power World. Peck Electric, based in Burlington, Vermont, is a 2nd-generation family business founded in 1972 and rooted in values that align people, purpose, and profitability. Peck Electric provides services to solar energy customers for projects ranging in size from several kilowatts for residential loads to multi-megawatt systems for large commercial and utility projects. Peck Electric has installed over 100MW of solar systems since inception and believes a focus on profitable growth opportunities is the most sustainable method to reduce carbon emissions through the expansion of clean, renewable solar energy production.

 

 1 
 

 

Material Terms. The material terms of the Business Combination are as follows:

 

●   Exchange and Issuance of Shares to Peck Electric Stockholders. Upon the closing (the “Closing”) of the transactions contemplated by the Exchange Agreement, the Stockholders of Peck Electric will exchange their shares of capital stock in Peck Electric for 3,234,501 shares of the Company’s common stock (the “Share Exchange”) representing approximately 59% of Jensyn’s outstanding shares after giving effect to the business combination but without giving effect to the potential conversion of our outstanding public shares to cash. As a result of the Share Exchange, Peck Electric will become a wholly owned subsidiary of the Company.
     
●   Earnout. In the event that Peck Electric’s Adjusted EBITDA (as defined in the Exchange Agreement) for the twelve month period commencing on the first day of the first full calendar quarter following the Closing (the “Earnout Period”) is $5,000,000 or more (the “Adjusted EBITDA Target) or the closing price of the Company’s common stock is $12.00 or more per share at any time during the Earnout Period (the “Stock Price Target”), then the Company shall issue 898,473 shares of the Company’s common stock to the Stockholders (the “Earnout”) and 11,231 shares of the Company’s common stock to Exit Strategy Partners, LLC, an advisor that introduced Peck Electric to the Company and issue to certain of the initial stockholders of the Company and their transferees a number of shares of the Company’s common stock equal to the number of shares of the Company’s common stock forfeited by such stockholders as described below under “Forfeiture of Sponsor Shares” less the number of shares issued to the advisor.
     
●   Forfeiture of Sponsor Shares. Certain of the initial stockholders of the Company and their transferees (the “Sponsors”) have agreed to forfeit (i) up to 200,000 shares of the Company’s common stock at the Closing to the extent that such shares are used to satisfy Company obligations or to induce investors to make an equity investment in the Company at or prior to the Closing and (ii) 200,000 shares of the Company’s common stock if either the Adjusted EBITDA Target or the Stock Price Target is achieved during the Earnout Period.
     
●   Satisfaction of Company Liabilities. The Company shall satisfy its outstanding liabilities from cash on hand or by reissuing shares forfeited by the Sponsors at the Closing as described above under “Forfeiture of Sponsor Shares”; provided, however, that in no event shall the Company satisfy such obligations in cash to the extent that payments of such obligations in cash would exceed $2,500,000.
     
●   Conditions to Closing. The closing of the Share Exchange is subject to a number of conditions, including the approval of the Share Exchange by the Company’s stockholders, the receipt by the Company of an opinion from an investment banking firm that the transaction is fair, from a financial point of view, to the Company’s stockholders. In addition, the Company and Peck Electric must have at least $5,000,001 of combined net tangible assets after the Closing.
     
●   Termination. The Exchange Agreement may be terminated under certain limited circumstances at any time prior to the consummation of the business combination (whether before or after the required stockholder vote of the Company has been obtained). If the Exchange Agreement is terminated pursuant to the provisions of the Exchange Agreement, all further obligations of the parties thereunder will terminate without any liability of any party thereto, other than any obligation or liability arising from any prior willful and material breach of any covenants and agreements in the Exchange Agreement by such party and as described under the caption “Termination Payment” below.
     
●   Termination Payment. Peck Electric is required to pay the Company a $300,000 termination fee in the event that the Exchange Agreement is terminated (i) by the Company by reason of the breach by Peck Electric or the Stockholders of their representations and warranties set forth in the Exchange Agreement or (ii) by the Company or Peck Electric as a result of the Closing not having occurred by July 2, 2019 solely by reason of a delay caused solely by Peck Electric.
     
    The Company is required to pay Peck Electric a $300,000 termination fee in the event that Peck Electric terminates the Exchange Agreement by reason of the breach by the Company of its representations and warranties set forth in the Exchange Agreement or if the Exchange Agreement is terminated by the Company or Peck Electric as a result of the Closing not having occurred by July 2, 2019 as a result of a delay solely caused by the Company. The Company is also required to pay Peck Electric a $300,000 termination fee if the Exchange Agreement is terminated by the Company as a result of the Closing not having occurred by July 2, 2019 for a reason other than a delay caused solely by Peck Electric, and the Company initiates an alternate business combination within six months of such termination.

 

Conversion Rights

 

  ● Pursuant to our amended and restated certificate of incorporation, in connection with the Business Combination, holders of our public shares may elect to have their shares converted into a pro rata share of the aggregate amount on deposit in the Trust Account, including interest on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes. As of May 7, 2019, this would have amounted to approximately $11.20 per share. If a holder exercises its conversion rights, then such holder will be exchanging its shares of our Common Stock for cash and will no longer own shares of the Company and will not participate in the future growth of the Company, if any. Such a holder will be entitled to receive cash for its public shares only if it (i) affirmatively votes for or against the Business Combination Proposal and (ii) properly demands conversion or redemption by means of a tender offer and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. See the section entitled “Special Meeting of Jensyn Stockholders—Conversion Rights.”

 

Other Proposals

 

  ● In addition to voting on the proposal to approve and adopt the Exchange Agreement and the Business Combination contemplated thereby at the special meeting, the stockholders of the Company will be asked to vote on (a) ten separate proposals to amend the Company’s amended and restated certificate of incorporation, including proposals to (i) increase the Company’s authorized Common Stock and preferred stock, and (ii) for certain additional changes, including changing the Company’s corporate name from “Jensyn Acquisition Corp.” to “The Peck Company, Inc.” and remove certain provisions related to our status as a blank check company, among other things, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company, (b) a proposal to elect five directors to the board of the Company, and (c) a proposal to postpone or adjourn the special meeting, if necessary, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination or the Certificate Proposals. See the sections entitled “Proposal No. 2—The Certificate Proposals,” “Proposal No. 3—Election of Directors to the Board,” “Proposal No. 4—The Adjournment Proposal” and “Special Meeting of Jensyn Stockholders.” The Director Election Proposal is conditioned on the approval of the Certificate Proposals and the Business Combination Proposal. The Business Combination Proposal is conditioned on the approval of the Certificates Proposals. Each of the Certificate Proposals is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth on this proxy statement.

 

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Post Closing Board

 

  ● Upon the closing of the Business Combination, we anticipate the size of our board of directors will be five directors, all of whom will be voted upon by our stockholders at the special meeting. Three of the nominees are deemed “independent” under the rules of the Securities and Exchange Commission and the Nasdaq Stock Market. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. Two directors will be elected to the class of directors which expires at our first annual meeting of stockholders following the consummation of the Business Combination, one director will be elected to the class of directors which expires at our second annual meeting following the consummation of the Business Combination and two directors will be elected to the class of directors which expires at our third annual meeting of stockholders following the consummation of the Business Combination. See the sections entitled “Proposal No. 3—Election of Directors to the Board” and “Management After the Business Combination.”

 

Risk Factors

 

  ● The proposed Business Combination involves numerous risks. For more information about these risks, see the section entitled “Risk Factors.”

 

Interests of Jensyn Management Team and Initial Stockholders

 

  ● In considering the recommendation of the Company’s board of directors to vote FOR the proposals presented at the special meeting, you should be aware that our executive officers and members of our board of directors have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. The members of our board of directors were aware of these differing interests and considered them, among other matters, in evaluating and negotiating the transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting. These interests include, among other things:

 

    ● the fact that initial stockholders paid an aggregate of $25,029 for their founder shares, and such securities should have a significantly higher value at the time of the Business Combination;
       
    ● if Jensyn is unable to complete a business combination within the required time period, our officers and directors will not have redemption rights with respect to the founder shares that they own;
       
    ● if Jensyn is unable to complete a business combination within the required time period, the initial stockholders will be personally liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company, but only if such a vendor or target business has not executed such a waiver;
       
    ● the fact that upon consummation of the Business Combination, our initial stockholders will be repaid approximately $2,100,000 of loans that they made to us and Jensyn Integration Services, LLC, a company controlled by certain of our initial stockholders, will be paid an administrative fee of up to $340,000;
       
    ● the fact that certain of our initial stockholders and special advisors may be required to forfeit shares of the Company’s Common Stock if neither the Adjusted EBITDA Target nor the Stock Price Target is achieved or if the Company uses shares to satisfy its obligations to induce investors to make an equity investment in the Company, and may be issued additional shares of the Company’s common stock if either the Adjusted EBITDA Target or Stock Price Target is achieved; and
       
    ● the continued indemnification of current directors and officers of the Company and the continuation of directors’ and officers’ liability insurance after the Business Combination.

 

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FREQUENTLY USED TERMS

 

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” “JAC” and “Jensyn” refer to Jensyn Acquisition Corp., and the terms “combined company” and “post-combination company” refers to Jensyn following the consummation of the Business Combination.

 

“current certificate” means our amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware on October 8, 2014, as amended.

 

“Certificate Proposals” means the twelve proposals to amend Jensyn’s amended and restated certificate of incorporation.

 

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

 

“Exchange Agreement” means the Share Exchange Agreement, dated as of February 26, 2019, as it may be amended, by and among the Company, Peck Electric and the Stockholders.

 

“founder shares” means the 1,437,500 shares of Jensyn Common Stock issued prior to the Jensyn IPO, 462,500 of which have been forfeited.

 

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

 

“Director Election Proposal” means the proposal to elect five directors to serve on Jensyn’s board of directors, subject to the consummation of the Business Combination.

 

“Peck Electric” means Peck Electric Co., a Vermont corporation.

 

“initial stockholders” means Jensyn Capital, LLC, our Chief Executive Officer, our former Chief Financial Officer and two of our special advisors, Joseph Raymond and Peter Underwood.

 

“IPO” means our initial public offering, consummated on March 7, 2016 through the sale of 3,900,000 public units at $10.00 per share.

 

“Jensyn” means Jensyn Acquisition Corp., a Delaware corporation.

 

“Jensyn Common Stock” or “our Common Stock” means common stock, par value $0.0001 per share, of Jensyn.

 

“private placement” means the private sale of 294,500 units purchased by Jensyn Capital, LLC and Chardan Capital Markets, LLC that occurred simultaneously with the consummation of our IPO for a purchase price of $10.00 per private placement unit for a total purchase price of $2,945,000.

 

“private placement rights” means 294,500 rights included within the private placement units purchased by investors in the private placement, each of which will immediately convert into one-tenth of a share of Jensyn Common Stock upon completion of the Business Combination.

 

“private placement shares” means 294,500 shares of Jensyn Common Stock included within the private placement units purchased separately in the private placement by our Sponsor and initial stockholders.

 

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“private placement units” means 294,500 units purchased separately by Jensyn Capital, LLC and Chardan Capital Markets, LLC in the private placement, each private placement unit consisting of one private placement share, one private placement warrant and one private placement right.

 

“private placement warrants” means the 294,500 warrants included within the private placement units purchased by investors in the private placement, each of which is exercisable for one half of one share of Jensyn Common Stock, in accordance with its terms.

 

“proposed certificate” means the proposed second amended and restated certificate of incorporation of Jensyn, which will become the Company’s certificate of incorporation upon the approval of the Certificate Proposals and the Business Combination Proposal and the consummation of the Business Combination. A copy of the proposed certificate is attached hereto as Annex B.

 

“public rights” means the 3,900,000 rights issued in Jensyn’s IPO, each of which will immediately convert into one-tenth of a share of Jensyn Common Stock upon completion of the Business Combination.

 

“public shares” means shares of Jensyn Common Stock issued in Jensyn’s IPO.

 

“public stockholders” means holders of public shares, including the initial stockholders to the extent the initial stockholders hold public shares, provided that the initial stockholders will be considered a “public stockholder” only with respect to any public shares held by them.

 

“public warrants” means the warrants issued in Jensyn’s IPO, each of which is exercisable for one share of Jensyn Common Stock, in accordance with its terms.

 

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

 

“special meeting” means the special meeting in lieu of the 2019 annual meeting of stockholders of Jensyn that is the subject of this proxy statement.

 

“Stockholders” means the stockholders of Peck Electric, namely, Jeffrey Peck, Frederick Myrick, Diane Cone and Neil Cone, Mooers Partners, LLC, Branton Partners, LLC, Veroma, LLC, Corundum AB and Joseph Bobier.

 

“Trust Account” means the trust account established by Jensyn with Continental Stock Transfer & Trust Co., as Trustee, in connection with Jensyn’s IPO.

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

 

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the annexes and the other documents referred to herein.

 

Q: Why am I receiving this proxy statement?
   
A: Our stockholders are being asked to consider and vote upon a proposal to approve and adopt the Exchange Agreement, among other proposals. The Exchange Agreement provides that the Stockholders of Peck Electric will exchange their shares of capital stock in Peck Electric for 3,234,501 shares of the Company’s common stock (the “Share Exchange”) representing approximately 59% of Jensyn’s outstanding shares after giving effect to the business combination but without giving effect to the potential conversion of our outstanding public shares to cash. As a result of the Share Exchange, Peck Electric will become a wholly owned subsidiary of the Company. A copy of the Exchange Agreement is attached to this proxy statement as Annex A.

 

Our Common Stock, units, warrants and rights are currently listed on The Nasdaq Stock Market under the symbol “JSYN,” “JSYNU,” “JSYNW” and “JSYNR,” respectively.

 

This proxy statement and its annexes contain important information about the Business Combination Proposal and the other matters to be acted upon at the special meeting. You should read this proxy 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 and its annexes.

 

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

 

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

 

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2. To consider and vote upon twelve proposals consisting of the following amendments to Jensyn’s amended and restated certificate of incorporation (the “Certificate Proposals”):

 

  ● to change our name to “The Peck Company, 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 16,000,000 to 50,000,000, of which 49,000,000 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 Jensyn 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 provide that the Company’s directors may only be removed for cause by a vote of the majority of then outstanding shares of the Company;
     
  ●

to provide 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 Jensyn 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 Jensyn’s officers or directors and their affiliates; and
     
  ● to provide that a minimum of 2/3 of the outstanding shares of capital stock of Jensyn will be required to amend the proposed certificate.

 

3. To elect five directors to our board of directors to serve on our board of directors upon the consummation of the Business Combination (this proposal is referred to herein as the “Director Election Proposal”);
   
4. To approve the adjournment of the special meeting 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 the Business Combination Proposal or the Certificate Proposals (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 the Business Combination Proposal or the Certificate Proposals

 

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Q: Are the proposals conditioned on one another?
   
A: The Business Combination Proposal is conditioned on the approval of the Certificate Proposals. In addition, (i) each of the Certificate Proposals and the Director Election Proposal is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal does not require the approval of any other proposal to be effective. It is important for you to note that in the event that the Certificate Proposals do not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by July 2, 2019, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.
   
Q: What will happen in the Business Combination?
   
A: Upon the closing (the “Closing”) of the transactions contemplated by the Exchange Agreement, the Stockholders of Peck Electric will exchange their shares of capital stock in Peck Electric for 3,234,501 shares of the Company’s common stock (the “Share Exchange”) representing approximately 59% of Jensyn’s outstanding shares after giving effect to the business combination but without giving effect to the potential conversion of our outstanding public shares to cash. As a result of the Share Exchange, Peck Electric will become a wholly owned subsidiary of the Company.

 

Q: What equity stake will current Jensyn stockholders and the Stockholders of Peck Electric hold in Jensyn after the closing?
   
A: Upon completion of the Business Combination, the Stockholders of Peck Electric will have a 59% ownership interest in Jensyn and Jensyn’s stockholders (other than public stockholders) will have an 18% ownership interest in Jensyn before giving effect to the potential conversion of our outstanding public shares to cash. The percentage interest in Jensyn that will be owned by all stockholders will depend on the number of public shares with respect to which conversion rights are exercised in connection with the Business Combination.
   
  See “Summary of the Proxy Statement—Impact of the Business Combination on Jensyn’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

 

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Q: Will Jensyn obtain new financing in connection with the Business Combination?
   
A: Yes. Jensyn plans to pursue up to $2,500,000 of equity financing or arrange for purchases of shares by new investors from existing public stockholders who indicate that they intend to exercise their conversion rights in connection with the Business Combination.
   
Q: What conditions must be satisfied to complete the Business Combination?
   
A: There are a number of closing conditions in the Exchange Agreement, including that our stockholders have approved and adopted the Exchange Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal No. 1—Approval of the Business Combination.”
   
Q: Why is Jensyn proposing the Certificate Proposals?
   
A: The proposed certificate that we are asking our stockholders to approve in connection with the Business Combination provides an increase in the number of authorized shares of our Common Stock, the change of the Company’s name to “The Peck Company, Inc.” and certain additional changes which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company. Approval of the Certificate Proposals is a condition to consummation of the Business Combination pursuant to the Exchange Agreement.
   
Q: What happens if I sell my shares of Jensyn Common Stock before the special meeting?
   
A: The record date for the special meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Jensyn Common Stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek conversion of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Jensyn Common Stock prior to the record date, you will have no right to vote those shares at the special meeting or convert those shares into a pro rata portion of the proceeds held in our Trust Account.

 

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Q: What vote is required to approve the proposals presented at the special meeting?
   
A:

Approval of the Business Combination Proposal and Adjournment Proposal requires the affirmative vote of 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. Approval of each 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. The Stockholders of Peck Electric have already approved the Business Combination. A failure to vote your shares is the equivalent of a vote “AGAINST” the Certificate Proposals but, assuming a quorum is otherwise validly established, will have no effect on the other proposals to be considered at the special meeting of stockholders. An abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Adjournment Proposal. Unless waived by the parties to the Exchange Agreement, the closing of the Business Combination is conditioned upon the adoption and approval of the Business Combination Proposal and the Certificate Proposals.

 

The approval of each of the Certificate Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock. Accordingly, a Jensyn 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 with regard to any such proposal will have the same effect as a vote “AGAINST” each such proposal. As of May 7, 2019, holders of approximately 1,269,500 shares of our Common Stock, representing approximately seventy percent (70%) of our outstanding shares, have committed to vote in favor of the Business Combination.

 

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the special meeting. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote (and your broker is not permitted to vote on your behalf on such proposal), and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have the same effect as a vote AGAINST each of the Certificate Proposals but will have no effect on the other proposals (but, in the case of each of the Certificate Proposals, is the practical equivalent to a vote AGAINST the Business Combination Proposal). Abstentions will have the same effect as a vote against any proposal except in connection with the election of directors. If you are a stockholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

 

Directors are elected by a plurality of all of the votes cast by holders of shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting. This means that the five 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. Broker non-votes will have no effect on the election of directors. The nominees are Philip Politiziner, Richard C. Cook, Stewart Martin, Jeffrey Peck and Fredrick Myrick.

   
Q: May Jensyn, Jensyn’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?
   
A: In connection with the stockholder vote to approve the proposed Business Combination our directors, officers, or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares converted into cash in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of our 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 or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor, our 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.

 

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Q: How many votes do I have at the special meeting?
   
A: Our stockholders are entitled to one vote at the special meeting for each share of Jensyn Common Stock held of record as of May 30, 2019, the record date for the special meeting. As of the close of business on the record date, there were 1,819,482 outstanding shares of our Common Stock.
   
Q: What constitutes a quorum at the special meeting?
   
A: Holders of a majority in voting power of the Company’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 our 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 909,742 shares of our Common Stock would be required to achieve a quorum.
   
Q: How will Jensyn’s directors and officers vote?
   
A: In connection with our IPO, we entered into agreements with each of our initial stockholders, including our executive officers, pursuant to which each agreed to vote any shares of Jensyn’s Common Stock owned by them in favor of the Business Combination Proposal. Our initial stockholders transferred some of such shares to our independent directors and other parties and each of such transferees has agreed to vote in favor of the Business Combination. Except for the acquisition of shares by our independent directors from our initial stockholders, none of our directors or executive officers has purchased any shares during or after our IPO and neither we nor our directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares. Currently, our directors and officers own approximately 8% of our issued and outstanding shares of Common Stock.
   
Q: What interests do Jensyn’s current officers and directors have in the Business Combination?
   
A: Our directors and executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include:

 

  ● the fact that our initial stockholders paid an aggregate of $25,029 for their founder shares, and such shares should have a significantly higher value at the time of the Business Combination;
     
  ● if Jensyn is unable to complete a business combination within the required time period, our officers and directors will not have redemption rights with respect to the founder shares that they own;
     
  ● if Jensyn is unable to complete a business combination within the required time period, our initial stockholders, including our Chief Executive Officer, will be personally liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Jensyn for services rendered or contracted for or products sold to Jensyn, but only if such a vendor or target business has not executed such a waiver;
     
  ●

the fact that certain of our initial stockholders and special advisors may be required to forfeit shares of the Company’s Common Stock if neither the Adjusted EBITDA Target nor the Stock Price Target is achieved or if the Company uses shares to satisfy its obligations to induce investors to make an equity investment in the Company, and may be issued additional shares of the Company’s common stock if either the Adjusted EBITDA Target or Stock Price Target is achieved; and

     
  ● the continued indemnification of current directors and officers of the Company and the continuation of directors’ and officers’ liability insurance after the Business Combination.

 

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These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination.

 

Q: What happens if I vote against the Business Combination Proposal?
   
A: If the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination by July 2, 2019, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.
   
Q: Do I have conversion rights?
   
A: If you are a holder of public shares, you may convert your public shares into cash equal to a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of our IPO as of two business days prior to the consummation of the Business Combination, less franchise and income taxes payable, upon the consummation of the Business Combination. 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 Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding public shares. Our initial stockholders have agreed to waive their redemption rights with respect to any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Additionally, shares properly tendered for redemption will only be redeemed 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 but net of franchise and income taxes payable and dissolution expenses) in connection with the liquidation of the Trust Account.
   
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 of Jensyn Common Stock for or against the Business Combination Proposal or any other proposal described by this proxy statement. As a result, the Exchange Agreement can be approved by stockholders who exercise their conversion rights and no longer remain stockholders, leaving stockholders who choose not to exercise their conversion 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 (i) affirmatively vote either for or against the Business Combination Proposal and, (ii) prior to 4:30 p.m., Eastern Time on June 12, 2019 (two business days before the special meeting), (x) submit a written request to our transfer agent that we convert your public shares into cash, and (y) deliver your stock to our transfer agent physically or electronically through the Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System. The address of Continental Stock Transfer & Trust Company, our transfer agent, is listed under the question “Who can help answer my questions?”

 

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

 

Q: What are the federal income tax consequences of exercising my conversion rights?
   
A: Jensyn stockholders who exercise their redemption rights to receive cash from the Trust Account in exchange for their shares of Jensyn Common Stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss 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 Jensyn Common Stock redeemed. 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 redemption. The conversion, however, may be treated as a distribution if it does not affect a meaningful reduction in the redeeming stockholder’s percentage ownership in Jensyn. Any such distribution will be treated as dividend income to the extent of our current or accumulated earnings and profits. Any distribution in excess of our earnings and profits will reduce the redeeming stockholder’s basis in the Jensyn Common Stock, and any remaining excess will be treated as gain realized on the sale or other disposition of the Jensyn Common Stock. See the section entitled “Material U.S. Federal Income Tax Considerations for Stockholders Exercising Conversion Rights.
   
Q: If I am a Jensyn warrant holder, can I exercise conversion rights with respect to my warrants?
   
A: No. The holders of our warrants have no conversion rights with respect to our warrants.
   
Q: If I am a holder of Jensyn rights, can I exercise conversion rights with respect to my rights?
   
A: No. The holders of our rights have no conversion rights. With respect to our rights, each of our rights will convert into one-tenth (1/10) of a share of our Common Stock upon the consummation of the Business Combination.
   
Q: Is there a limit on the number of public shares which will be accepted for conversion?
   
A: No, we do not have a specified maximum percentage conversion threshold. The absence of such a conversion threshold would make it easier for us to consummate a business combination with which a substantial number of our stockholders do not agree.
   
  Since we have no specified percentage threshold for conversions in our amended and restated certificate of incorporation other than the 20% threshold, our structure is different in this respect from the structure that has been used by many blank check companies. Many blank check companies would not be able to consummate a business combination if the holders of the company’s public shares voted against a proposed business combination and elected to redeem or convert more than a specified percentage of the shares sold in such company’s initial public offering, which percentage threshold has typically been between 19.99% and 39.99%. Each conversion of our public shares into cash by our public stockholders will decrease the amount in our Trust Account, which holds approximately $6,160,000 as of May 7, 2019.
   
  However, we are limited by the need to have at least $5,000,001 in net tangible assets. At March 31, 2019 our net tangible assets were approximately $2,446,000. We expect that as a result of: (a) the net tangible assets acquired as part of a Business Combination, (b) Company liabilities converted to equity, (c) new equity capital raised, or a combination thereof, will result in the net tangible assets of the Company being greater than $5,000,001. Our pro forma net tangible assets immediately after the closing of the business combination are estimated to be $5,218,078 assuming 100% of the public shares redeem. This includes the impact of substantially all of our costs expected to be incurred from March 31, 2019 through an estimated June 2109 closing date. We expect the increase in Peck Electric’s net tangible assets from operations to be greater than the decrease in our net tangible assets from operations from March 31, 2019 to closing. If our estimates prove to be incorrect, we would increase the amount of our liabilities converted to equity, raise additional equity capital, or a combination thereof. Therefore, we could still consummate a proposed Business Combination regardless of the number of common shares redeemed so long as a majority of shares voted at the meeting are voted in favor of the proposed Business Combination. 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.
   
  To reduce the number of potential conversions of the public shares, Jensyn may enter into agreements with certain registered broker-dealers which will provide that if the broker-dealer introduces an investor who acquires public shares, votes in favor of the Business Combination and elects not to exercise conversion rights with respect to the public shares, Jensyn will pay the broker-dealer a fee equal to 5% of the amount determined by multiplying the number of public shares acquired by the investor by the per share amount payable to holders of public shares who exercise conversion rights.
   
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 Jensyn Common Stock 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) Jensyn stockholders who properly exercise their conversion rights, (ii) $780,000 in deferred underwriting compensation to the underwriters of our IPO (iii) all fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by the Company, in connection with the transactions contemplated by the Business Combination, (iv) other pre-closing obligations of the Company, including approximately $2,100,000 to repay loans made to the Company by its initial stockholders and affiliates, as more fully described in section “Certain Relationships and Related Transactions—Jensyn Related Person Transactions,” and (v) unpaid franchise and income taxes of the Company.

 

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Q: What happens if the Business Combination is not consummated?
   
A: There are certain circumstances under which the Exchange Agreement may be terminated. See the section entitled “Proposal No. 1—Approval of the Business Combination—The Exchange Agreement” for information regarding the parties’ specific termination rights.
   
  If, as a result of the termination of the Exchange Agreement or otherwise, we are unable to complete the Business Combination or another business combination transaction by July 2, 2019, our amended and restated certificate of incorporation, as amended, provides that we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest but net of franchise and income taxes payable and dissolution expenses, by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Jensyn’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
   
  We expect that the amount of any distribution our public stockholders will be entitled to receive upon our dissolution will be approximately the same as the amount they would have received if they had exercised conversion rights with respect to their shares in connection with the Business Combination, subject in each case to Jensyn’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of our founder 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 Jensyn’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, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived. In any event, we expect the closing of the Business Combination to occur on or prior to July 2, 2019.

 

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.”

 

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Q: What do I need to do now?
   
A: You are urged to read carefully and consider the information contained in this proxy 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 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.
   
Q: How do I vote?
   
A: If you were a holder of record of our Common Stock on May 30, 2019, the record date for the special meeting, you may vote with respect to the proposals in person at the special meeting, or by (1) calling the toll-free number specified on the enclosed proxy card and following the instructions when prompted, (2) accessing the Internet website specified on the enclosed proxy card and following the instructions provided to you, or (3) 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 and vote in person, obtain a proxy from your broker, bank or nominee.
   
Q: What will happen if I abstain from voting or fail to vote at the special meeting?
   
A: At the special meeting, we 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, failure to vote will have no effect on the Director Election 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 Business Combination Proposal and the Adjournment Proposal.
   
Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?
   
A: If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the special meeting.
   
Q: If I am not going to attend the special meeting 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 carefully, and 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, (2) access the Internet website specified on the enclosed proxy card and follow the instructions provided to you, or (3) 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. We believe 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. 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 in accordance with directions you provide.

 

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Q: May I change my vote after I have mailed my signed proxy card?
   
A: Yes. You may change your vote by sending a later-dated, signed proxy card to our secretary at the address listed below so that it is received by our secretary prior to the special meeting or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to our secretary, which must be received by our 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 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.
   
Q: Who will solicit and pay the cost of soliciting proxies?
   
A: Jensyn will pay the cost of soliciting proxies for the special meeting. Jensyn has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the special meeting. Jensyn has agreed to pay Advantage Proxy, Inc. a fee of $7,500 plus a per call fee for any incoming or outgoing stockholder calls for such services, which fee also includes Advantage Proxy, Inc. acting as the inspector of elections at the special meeting, if requested. Jensyn will reimburse Advantage Proxy, Inc. for reasonable out-of-pocket expenses and will indemnify Advantage Proxy, Inc. and its affiliates against certain claims, liabilities, losses, damages and expenses. Jensyn will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Jensyn’s Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Jensyn’s Common Stock and in obtaining voting instructions from those owners. Our 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 or the enclosed proxy card you should contact:

 

Lynne Radwanski, Secretary

Jensyn Acquisition Corp.

800 West Main Street, Suite 204

Freehold, NJ 07728

(888) 536-7965

 

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You may also contact our proxy solicitor at:

Advantage Proxy, Inc.

Individuals call toll-free: (877) 870-8565

Banks and brokerages, please call (206) 870-8565

 

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

 

You may also obtain additional information about us 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 redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our transfer agent prior to the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

 

Continental Stock Transfer & Trust Company

1 State Street – 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

 

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SUMMARY OF THE PROXY STATEMENT

 

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the special meeting, you should read this entire proxy statement carefully, including the annexes. See also the section entitled “Where You Can Find More Information.”

 

Unless otherwise specified, all share calculations (i) assume no exercise of redemption rights by Jensyn’s public stockholders and (ii) do not include any shares of Jensyn Common Stock issuable upon exercise of Jensyn’s warrants.

 

Parties to the Business Combination

 

Jensyn Acquisition Corp.

 

Jensyn is a Delaware special purpose acquisition company formed in October 2014 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Jensyn and one or more businesses.

 

Jensyn’s units, Common Stock, warrants and rights are traded on the Nasdaq Capital Market under the ticker symbols “JSYNU,” “JSYN,” “JSYNW” and “JSYNR,” respectively.

 

The mailing address of Jensyn’s principal executive office is 800 West Main Street, Suite 204 Freehold, NJ 07728.

 

Peck Electric Co.

 

Peck Electric is the largest commercial solar engineering, procurement and construction (“EPC”) company in the Northeast and one of the largest in the US. Peck Electric, based in Burlington, Vermont, is a 2nd-generation family business founded in 1972 and rooted in values that align people, purpose, and profitability. Peck Electric provides engineering, procurement and construction services to solar energy customers for projects ranging in size from several kilowatts for residential loads to multi-megawatt systems for large commercial and utility projects. Peck Electric has installed over 100MW of solar systems since inception and is focused on profitable growth opportunities.

 

For the year ended December 31, 2018 and year ended December 31, 2017, Peck Electric generated total revenues of $15,956,097 and $22,762,230, respectively, and net income of $1,055,972 and $2,922,693, respectively. For the three months ended March 31, 2019 and the three months ended March 31, 2018, Peck Electric generated total revenues of $3,846,777 and $4,435,467, respectively, and net income of $221,579 and $125,696, respectively. For additional information regarding Peck Electric’s business, see “Information About Peck Electric”.

 

The mailing address of Peck Electric’s principal executive office is 4050 Williston Road Suite 511 South Burlington, Vermont 05403.

 

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Consideration to Peck Electric’s Stockholders upon the Closing of the Business Combination

 

Pursuant to the Exchange Agreement, upon the closing (the “Closing”) of the transactions contemplated by the Exchange Agreement, the Stockholders of Peck Electric will exchange their shares of capital stock in Peck Electric for 3,234,501 shares of the Company’s common stock (the “Share Exchange”) representing approximately 59% of Jensyn’s outstanding shares after giving effect to the business combination but without giving effect to the potential conversion of our outstanding public shares to cash. As a result of the Share Exchange, Peck Electric will become a wholly owned subsidiary of the Company.

 

Earnout

 

In the event that Peck Electric’s Adjusted EBITDA (as defined in the Exchange Agreement) for the twelve month period commencing on the first day of the first full calendar quarter following the Closing (the “Earnout Period”) is $5,000,000 or more (the “Adjusted EBITDA Target) or the closing price of the Company’s common stock is $12.00 or more per share for ten (10) consecutive days during the Earnout Period (the “Stock Price Target”), then the Company shall issue an additional 898,473 shares of the Company’s common stock to the Stockholders, 11,321 shares of the Company’s common stock to Exit Strategy Partners, LLC, an advisor that introduced Peck Electric to the Company and issue to the Sponsors a number of shares of the Company’s common stock equal to the number of shares of the Company’s common stock forfeited by such stockholders as described below under “Forfeiture of Sponsor Shares” less the number of shares issued to the advisor.

 

Forfeiture of Sponsors Shares

 

The Sponsors (Jeffrey Raymond, Joseph Raymond, Peter Underwood, Demetrios Mallios, Brendan Rempel and a transferee of shares previously owned by the Company’s former Chief Financial Officer) have agreed to forfeit (i) up to 200,000 shares of the Company’s common stock at the Closing to the extent that such shares are used to satisfy Company obligations or to induce investors to make an equity investment in the Company at or prior to the Closing and (ii) 200,000 shares of the Company’s common stock if neither the Adjusted EBITDA Target nor the Stock Price Target is achieved during the Earnout Period.

 

Satisfaction and Funding of Certain Jensyn Obligations and Transaction Expenses

 

The Company shall satisfy its outstanding liabilities from cash on hand or by reissuing shares forfeited by the Sponsors at the Closing as described above under “Forfeiture of Sponsor Shares”; provided, however, that in no event shall the Company satisfy such obligations in cash to the extent that payments of such obligations in cash would exceed $2,500,000.

 

Opinion of Primary Capital to Jensyn’s Board of Directors

 

In connection with the Business Combination, Primary Capital, LLC, a New York based investment banking firm, delivered a written opinion, dated March 26, 2019 to our board of directors that, as of March 26, 2019, and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, (i) the consideration payable by Jensyn pursuant to the Exchange Agreement is fair, from a financial point of view to Jensyn’s stockholders. Primary Capital also verbally advised the Board that fair market value of Peck Electric (measured by the enterprise value implied by the various financial analyses Primary Capital conducted in connection with its opinion) equaled or exceeded 80% of the amount held by the Company in trust for the benefit of its public stockholders.

 

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The full text of the written opinion, which describes the assumptions made, procedures followed, matters considered, limitations on the review undertaken and qualifications contained in such opinion, is attached to this proxy statement as Annex C and is incorporated herein by reference. You should read the opinion carefully in its entirety. Primary Capital’s opinion does not constitute a recommendation to any holder of shares of Jensyn Common Stock as to how such holder should vote or act with respect to the Exchange Agreement or the Business Combination Proposal, whether such holder should exercise its conversion rights with respect to its shares of Jensyn Common Stock or any other matter.

 

Conversion Rights

 

Pursuant to our amended and restated certificate of incorporation, in connection with the Business Combination holders of our public shares may elect to have their shares converted into cash at the applicable conversion price per share calculated in accordance with our amended and restated certificate of incorporation. As of May 7, 2019 this would have amounted to approximately $11.20 per share. If a holder exercises its conversion rights, then such holder will be exchanging its shares of our Common Stock for cash and will no longer own shares of the Company and will not participate in the future growth of the Company, if any. Such a holder will be entitled to receive cash for its public shares only if it (i) affirmatively votes for or against the Business Combination Proposal and (ii) properly demands conversion and delivers its shares (either physically or electronically) to our transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting in Lieu of 2019 Annual Meeting of Jensyn Stockholders—Conversion Rights” for the procedures to be followed if you wish to convert your shares for cash.

 

In March 2018, holders of 1,825,506 public shares exercised conversion rights in connection with the approval of an amendment to our amended and restated certificate of incorporation which extended the date by which we must complete our initial business combination from March 7, 2018 to June 5, 2018.

 

In connection with the vote to extend the date by which we must complete a business combination from June 5, 2018 to September 3, 2018, holders of 1,244,227 of our public shares exercised conversion rights with respect to such shares and such shares were redeemed for approximately $10.66 per share. Approximately $13,264,985 was disbursed from the Trust Account to fund the redemptions.

 

On August 29, 2018, the Company held a special meeting of stockholders at which the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation which extended the date by which the Company must complete its initial business combination from September 3, 2018 to January 3, 2019. Stockholders holding an aggregate of 94,200 of shares of common stock exercised their right to convert shares into cash in connection with the extension and approximately $1,019,791 was disbursed from the Trust Account to fund the redemptions. Jensyn Capital, LLC agreed to contributed $.042 per month for a period of four months for each public share that was not converted into cash in connection with the August 29, 2018 special meeting of stockholders. A total of $122,684 ($0.168 per share) was deposited into the Trust Account for the four-month period ending January 3, 2019, which increased the funds in the Trust Account to approximately $11.00 per share at January 3, 2019.

 

On January 2, 2019, the Company held a special meeting of stockholders at which the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation which extended the date by which the Company must complete its initial business combination from January 3, 2019 to July 2, 2019. Stockholders holding an aggregate of 186,085 of shares of common stock exercised their right to convert their shares into cash in connection with the extension and such shares were redeemed for approximately $11.01 per share. Approximately $2,049,380 was disbursed from the Trust Account to fund the redemptions. Jensyn Capital, LLC agreed to deposit into the Trust Account $0.05 for each 30 day period during the period beginning on January 4, 2019 and ending on the earlier of July 2, 2019 or the date that the Company completes its initial business combination for each public share that was not converted into cash at the January 3, 2019 special meeting of stockholders. As of March 28, 2019, approximately $82,500 of this amount has been deposited into the Trust Account increasing the per share redemption price to approximately $11.20. Additional deposits will increase the funds available in the Trust Account to approximately $11.25, $11.30, and $11.35 per share as of May 3, June 3 and July 3, 2019, respectively, assuming a Business Combination is not completed before any of such dates.

 

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Impact of the Business Combination on Jensyn’s Public Float

 

It is anticipated that, upon completion of the Business Combination, the Peck Electric Stockholders will have an ownership interest of approximately 59% in the Company, Jensyn’s public stockholders will retain an ownership interest of approximately 17% in the Company, our private placement holders and their transferees will retain an ownership interest of approximately 6% in the Company, and holders of our founder shares will retain an ownership interest of approximately 18% in the Company. If any of Jensyn’s stockholders exercise their conversion rights, the ownership interest in the Company of the Company’s public stockholders will decrease and the ownership interest in the Company of our private placement holders will increase.

 

The following table illustrates varying ownership levels in Jensyn assuming varying levels of conversion by Jensyn’s public stockholders and without giving effect to the potential issuance of shares of Jensyn Common Stock to the Peck Electric Stockholders in connection with the Earnout. All scenarios in the tables below assume that the Company raises $2,500,000 of equity prior to the completion of the Business Combination and the Sponsors forfeit 186,397 shares which are re-issued to satisfy approximately $2,100,000 of the Company’s obligations upon the completion of the Business Combination. The “A” scenarios assume the Company arranges a purchase of shares by new investors from existing public shareholders and as a result, no new shares would be issued. The “B” scenarios assume the Company issues new shares in connection with raising the $2.5 million.

 

For the A scenarios, the estimated maximum number of allowable shares which could be converted was calculated as the number of public shares outstanding (549,982) less the number of public shares transferred to new investors as part of the $2,500,000 equity raise (221,153 at approximately $11.30 per share), or 328,829 shares redeemed. For the B scenarios, the estimated maximum number of allowable shares which could be converted was calculated as the number of public shares outstanding (549,982). Both redemption scenarios result in net tangible assets of the post business combination company greater than $5,000,001.

 

   Scenario 1A   Scenario 1B   Scenario 2A   Scenario 2B   Scenario 3A   Scenario 3B 
                                                 
Public Stockholders   939,982    17.2%   939,982    16.5%   664,991    12.8%   664,991    12.3%   611,153    11.9%   390,000    7.6%
New Investors   -    0.0%   221,153    3.9%   -    0.0%   221,153    4.1%   -    0.0%   221,153    4.3%
Holders of Founder Shares and transferees   975,000    17.8%   975,000    17.1%   975,000    18.8%   975,000    18.0%   975,000    19.0%   975,000    19.0%
Private placement holders and transferees   323,950    5.9%   323,950    5.7%   323,950    6.2%   323,950    6.0%   323,950    6.3%   323,950    6.3%
Peck Shareholders   3,234,501    59.1%   3,234,501    56.8%   3,234,501    62.2%   3,234,501    59.7%   3,234,501    62.9%   3,234,501    62.9%
                                                             
    5,473,433    100.0%   5,694,586    100.0%   5,198,442    100.0%   5,419,595    100.0%   5,144,604    100.0%   5,144,604    100.0%

 

(1) Scenario 1 – Reflects ownership percentages if no public shares are converted.
   
(2) Scenario 2 – Reflects ownership percentages if 50% of Jensyn’s outstanding public shares are converted.
   
(3)

Scenario 3 – Reflects ownership percentages if the estimated maximum number of allowable shares which would be converted under Jensyn’s amended and restated certificate of incorporation are converted and assumes that the Company raises $2,500,000 of equity at a sale price of $11.30 per share prior to the completion of the Business Combination and the Sponsors forfeit 186,397 shares which are re-issued at a value of $11.30 per share to satisfy approximately $2,100,000 of the Company’s obligations upon the completion of the Business Combination.

 

The following table illustrates varying ownership levels in Jensyn assuming varying levels of conversion by Jensyn’s public stockholders assuming the issuance of 898,473 shares of Jensyn Common Stock to the Peck Electric Stockholders in connection with the Earnout:

 

   Scenario 1A   Scenario 1B   Scenario 2A   Scenario 2B   Scenario 3A   Scenario 3B 
                                                 
Public Stockholders   939,982    14.3%   939,982    12.8%   664,991    10.6%   664,991    9.4%   611,153    9.8%   390,000    6.3%
New Investors   -    0.0%   221,153    3.0%   -    0.0%   221,153    3.1%   -    0.0%   221,153    3.6%
Holders of Founder Shares and transferees   1,161,397    17.7%   1,750,000    23.8%   1,161,397    18.5%   1,750,000    24.7%   1,161,397    18.6%   1,161,397    18.6%
Private placement holders and transferees   323,950    4.9%   323,950    4.4%   323,950    5.2%   323,950    4.6%   323,950    5.2%   323,950    5.2%
Peck Shareholders   4,132,974    63.0%   4,132,974    56.1%   4,132,974    65.8%   4,132,974    58.3%   4,132,974    66.3%   4,132,974    66.3%
                                                             
    6,558,303    100.0%   7,368,059    100.0%   6,283,312    100.0%   7,093,068    100.0%   6,229,474    100.0%   6,229,474    100.0%

 

(1) Scenario 1 – Reflects ownership percentages if no public shares are converted.
   
(2) Scenario 2 – Reflects ownership percentages if 50% of Jensyn’s outstanding public shares are converted.
   
(3)

Scenario 3 – Reflects ownership percentages if the estimated maximum number of allowable shares which could be converted under Jensyn’s amended and restated certificate of incorporation are converted and assumes that the Company raises $2,500,000 of equity at a sale price of $11.30 per share prior to the completion of the Business Combination and the Sponsors forfeit 186,397 shares which are re-issued at a value of $11.30 per share to satisfy approximately $2,100,000 of the Company’s obligations upon the completion of the Business Combination.

 

The above ownership percentages with respect to Jensyn following the Business Combination do not take into account the potential exercise of warrants to purchase Jensyn’s Common Stock that may remain outstanding following the Business Combination. See “Summary—Impact of the Business Combination on Jensyn’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

 

 21 
 

 

Board of Directors of Jensyn Following the Business Combination

 

Upon consummation of the Business Combination, our Board of Directors anticipates increasing its size from four to five directors, all of whom will be voted upon by our stockholders at the special meeting. If all director nominees are elected and the Business Combination is consummated, our Board of Directors will consist of four newly appointed directors and one director who currently serves on our Board. See sections entitled “Proposal No. 3 - Election of Directors to the Board” and “Management After the Business Combination” for additional information.

 

Approval and Adoption of Certificate Proposals

 

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

 

  ● to change our name to “The Peck Company, 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 16,000,000 to 50,000,000, of which 49,000,000 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 Jensyn 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 provide that the Company’s directors may only be removed for cause by a vote of the majority of then outstanding shares of the Company;
     
  ● to provide 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 Jensyn 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 Jensyn’s officers or directors and their affiliates; and
     
  ● to provide that a minimum of 2/3 of the outstanding shares of capital stock of Jensyn will be required to amend the proposed certificate.

 

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

 

Quorum and Required Vote for Proposals for the Special Meeting

 

A quorum of Jensyn stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of the Jensyn’s Common Stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, constitute a quorum. As of the record date for the special meeting, 909,742 shares of our Common Stock would be required to achieve a quorum.

 

 22 
 

 

Approval of the Business Combination Proposal and the Adjournment Proposal requires the affirmative vote of 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. Approval of each 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. A failure to vote your shares is the equivalent of a vote “AGAINST” the Certificate Proposals but, assuming a quorum is otherwise validly established, will have no effect on the other proposals to be considered at the special meeting of stockholders. Unless waived by the parties to the Exchange Agreement, the closing of the Business Combination is conditioned upon the adoption and approval of the Business Combination Proposal and the Certificate Proposals.

 

The approval of each of the Certificate Proposals each require the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock. Accordingly, a Jensyn 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 with regard to any such proposal will have the same effect as a vote “AGAINST” such proposal.

 

Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum. For purposes of approval, failure to vote will have no effect on the Director Election 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 Business Combination Proposal and the Adjournment Proposal A broker non-vote will have no effect on the outcome of the vote on the Business Combination Proposal, the Director Election Proposal or the Adjournment Proposal.

 

Directors are elected by a plurality of all of the votes cast by holders of shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting. This means that the five 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. Assuming a valid quorum is established, broker non-votes will have no effect on the election of directors.

 

The transactions contemplated by the Exchange Agreement will be consummated only if the Business Combination Proposal and the Certificate Proposals are approved at the special meeting. In addition, (i) the Director Election Proposal is conditioned on the approval of the Certificate Proposals and the Business Combination Proposal, and (ii) each of the Certificate Proposals is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth on the proxy statement.

 

It is important for you to note that in the event each of the Certificate Proposals does not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by July 2, 2019, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

 

Recommendation to Jensyn Stockholders

 

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

 

 23 
 

 

When you consider the recommendation of our board of directors in favor of approval of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things:

 

  ● the fact that initial stockholders paid an aggregate of $25,029 for their founder shares, and such securities should have a significantly higher value at the time of the Business Combination;
     
  ● if Jensyn is unable to complete a business combination within the required time period, our officers and directors will not have redemption rights with respect to the founder shares that they own;
     
  ● if the Company is unable to complete a business combination within the required time period, our initial stockholders will be personally liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company, but only if such a vendor or target business has not executed such a waiver; and
     
  ● The fact that upon the consummation of the Business Combination, our initial stockholders will be repaid approximately $2,100,000 of loans that they made to us and Jensyn Integration Services, LLC, a company controlled by certain of our initial stockholders, will be paid an administrative fee of up to $340,000;
     
  ●

the fact that certain of our initial stockholders and special advisors may be required to forfeit shares of the Company’s Common Stock if neither the Adjusted EBITDA Target nor the Stock Price Target is achieved or if the Company uses shares to satisfy its obligations to induce investors to make an equity investment in the Company, and may be issued additional shares of the Company’s common stock if either the Adjusted EBITDA Target or Stock Price Target is achieved; and

     
  ● the continued indemnification of current directors and officers of the Company and the continuation of directors’ and officers’ liability insurance after the Business Combination.

 

Risk Factors

 

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

 

 24 
 

 

SELECTED HISTORICAL FINANCIAL INFORMATION OF JENSYN

 

The following table sets forth selected historical financial information derived from Jensyn’s unaudited financial statements as of and for the three months ended March 31, 2019 and its audited financial statements as of and for the years ended December 31, 2018 and 2017 included elsewhere in this proxy statement. You should read the following selected historical financial information in conjunction with the section entitled “Jensyn Management’s Discussion and Analysis of Financial Condition and Results of Operations of Jensyn and Jensyn’s financial statements and the related notes appearing elsewhere in this proxy statement.

 

Selected Historical Financial Information of Jensyn Acquisition Corp

 

   As of   As of   As of 
   March 31, 2019   December 31, 2018   December 31, 2017 
             
Balance Sheet Data:               
                
Cash  $81,719   $30,929   $25,432 
Prepaid insurance and other   47,443    18,115    14,457 
Cash and Investments held in trust account   6,160,108    8,101,595    41,019,387 
Total Assets  $6,289,270   $8,150,639   $41,059,276 
                
Accounts payable and accrued expenses  $807,382   $678,421   $609,719 
Loans and advances related parties (net of deferred financing costs)   2,256,180    2,056,220    1,536,549 
Deferred underwriting commission   780,000    780,000    780,000 
                
Common stock subject to possible redemption at redemption value   -    -    33,132,988 
                
Total stockholders’ equity  $2,445,708   $4,635,998   $5,000,020 
                
Common shares outstanding at end of period   1,819,482    2,005,567    5,169,500 

 

   For the three months ended   For the year   For the year 
   ended   ended   ended 
   March 31, 2019   December 31, 2018   December 31, 2017 
             
Cash Flow Data:               
                
Net cash used in operating activites  $(114,713)  $(73,471)  $(399,588)
Net cash provided by investing activites   25,397    228,888    216,657 
Net cash provided by (used in) financing activities   (1,801,381)   (33,067,712)   752,890 
                
Statement of Operations Data:               
                
Operating expenses   298,918    839,061    746,563 
                
Loss from operations   (298,918)   (839,061)   (746,563)
Other income and (expense):               
Interest income   25,397    228,888    216,657 
Interest expense   (31,688)   (121,194)   (54,371)
Other income   100,000    700,000    - 
Net Loss  $(205,209)  $(31,367)  $(584,277)
Weighted average common shares outstanding - basic and diluted   1,823,617    2,042,348    1,939,175 
Net loss per common share - basic and diluted  $(0.11)  $(0.02)  $(0.30)

 

 25 
 

 

SELECTED HISTORICAL FINANCIAL INFORMATION OF PECK ELECTRIC

 

The following table sets forth selected historical financial information derived from Peck Electric’s unaudited financial statements as of March 31, 2019 and its audited financial statements as of and for the years ended December 31, 2018 and 2017 included elsewhere in this proxy statement. You should read the following selected historical financial information in conjunction with the section entitled “Peck Electric Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Peck Electric’s financial statements and the related notes appearing elsewhere in this proxy statement.

 

Peck Electric Co. is the largest commercial solar engineering, procurement and construction (“EPC”) company in the Northeast and ranked 60th in the US by Solar Power World. Peck Electric, based in Burlington, Vermont, is a 2nd-generation family business founded in 1972 and rooted in values that align people, purpose, and profitability. It provides engineering, procurement and construction services to solar energy customers for projects ranging in size from several kilowatts for residential loads to multi-megawatt systems for large commercial and utility projects. Peck Electric has installed over 100MW of solar systems since inception and believes a focus on profitable growth opportunities is the most sustainable method to reduce carbon emissions through the expansion of clean, renewable solar energy production.

 

Selected Historical Financial Information of Peck Electric

 

   As of   As of   As of 
   March 31, 2019   December 31, 2018   December 31, 2017 
             
Balance Sheet Data:               
                
ASSETS               
Current Assets               
Cash and cash equivalents  $188,922   $313,217   $760,781 
Accounts receivable   2,636,235    2,054,413    3,126,358 
Costs and estimated earnings in excess of billings   718,984    718,984    404,099 
Other current assets   2,858    2,858    680 
                
Total Current Assets   3,546,999    3,089,472    4,291,918 
                
Property, Equipment and Leasehold Improvements (net)   6,989,853    7,121,539    4,740,371 
                
Other Assets   613,568    555,353    176,633 
                
Total Assets   11,150,420    10,766,364    9,208,922 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY               
Current Liabilities               
Accounts payable and accrued liabilities   1,854,869    1,732,245    2,527,609 
Billings in excess of costs and estimated earnings on uncompleted contracts   180,627    180,627    254,183 
Other current liabilities   69,648    69,648    27,000 
Line of credit   1,290,092    972,524    - 
Current portion of long-term debt   410,686    410,686    301,087 
                
Total Current Liabilities   3,805,922    3,365,730    3,109,879 
                
Long-Term Debt-net of current portion   2,088,458    2,212,885    1,590,148 
Other long-term assets   110,023    116,711    - 
                
Stockholders’ Equity   5,146,017    5,071,038    4,508,895 
                
Total Liabilities and Stockholders’ Equity  $11,150,420   $10,766,364   $9,208,922 

 

   For the three months   For the year   For the year 
   ended   ended   ended 
   March 31, 2019   December 31, 2018   December 31, 2017 
             
Cash Flow Data:               
                
Net cash provided by (used in) operating activities  $(93,824)  $1,304,880   $1,796,033 
Net cash used in investing activities   (77,012)   (2,773,912)   (1,239,511)
Net cash provided by (used in) financing activities  $46,541   $1,021,468   $(575,917)
                
Statement of Operations Data:               
                
Revenue  $3,846,777   $15,956,097   $22,762,230 
Cost of revenue   2,729,731    11,586,496    16,583,510 
Gross profit   1,117,046    4,369,601    6,178,720 
Operating costs and expenses:               
Indirect expenses   327,716    1,344,115    1,172,807 
Selling, General and Administrative Expenses   526,115    1,834,704    2,016,787 
Total operating costs and expenses   853,831    3,178,819    3,189,594 
                
Income from operations   263,215    1,190,782    2,989,126 
                
Other income and (expense)   (41,636)   (134,810)   (66,433)
                
Net income  $221,579   $1,055,972   $2,922,693 

 

 26 
 

 

SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION

OF THE PECK COMPANY, INC.

 

The following table sets forth selected unaudited pro forma financial information derived from Peck Electric’s and JAC’s unaudited balance sheet as of and for the three months ended March 31, 2019, and the statement of income (Peck Electric) and operations (JAC) for the three months ended March 31, 2019 and the year ended December 31, 2018, as adjusted for the pro forma effects of the Business Combination included elsewhere in this proxy statement. You should read the following selected pro forma financial information in conjunction with the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and the related notes appearing elsewhere in this proxy statement.

 

Balance Sheet Data:

 

   Combined Pro Forma (assuming no redemptions)   Combined Pro Forma (assuming maximum redemptions) 
         
ASSETS          
Current Assets          
Cash  $3,930,749   $213,540 
Accounts receivable   2,636,235    2,636,235 
Other current assets   769,285    769,285 
Total Current Assets   7,336,269    3,619,060 
           
Property and equipment (net) and other assets   7,603,421    7,603,421 
           
Total Assets  $14,939,690   $11,222,481 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current liabilities          
Accounts payable and other current liabilities  $2,105,144   $2,105,144 
Line of credit   1,290,092    1,290,092 
Current portion of long-term debt   410,686    410,686 
           
Total Current Liabilities   3,805,922    3,805,922 
           
Deferred compensation, net of current portion   110,023    110,023 
Long-term debt, net of current portion   2,088,458    2,088,458 
           
Total Liabilities   6,004,403    6,004,403 
           
Stockholders’ Equity:          
Common stock, $0.0001 par value   547    514 
Additional paid-in capital   8,934,740    5,217,564 
Retained earnings   -    - 
           
Total Stockholders’ Equity   8,935,287    5,218,078 
Total Liabilities and Stockholders’ Equity  $14,939,690   $11,222,481 

 

   For the three months ended March 31, 2019  

For the Year Ended

December 31, 2018

 
   Combined Pro Forma (assuming no redemption)   Combined Pro Forma (assuming maximum redemption)   Combined
Pro Forma (assuming no redemption)		   Combined Pro
Forma
(assuming
maximum
redemption)		 
                 
Statement of Operations Data:                    
                     
Earned Revenue  $3,846,777   $3,846,777   $15,956,097   $15,956,097 
                     
Gross Profit   1,117,046    1,117,046    4,369,601    4,369,601 
                     
Expenses   1,122,749    1,122,749    3,897,880    3,897,880 
                     
Operating income   (5,703)   (5,703)   471,721    471,721 
                     
Other income and expense (net)   (34,884)   (34,884)   190,342    190,342 
                     
Net income  $(40,587)  $(40,587)  $662,063   $662,063 
                     
Weighted average common shares outstanding - basic and diluted   5,473,433    5,144,604    5,473,433    5,147,666 
                     
Net income per common share - basic and diluted  $(0.01)  $(0.01)  $0.12   $0.13 

 

See accompanying notes to the unaudited pro forma condensed combined information

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

We make forward-looking statements in this proxy statement. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for us 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 the Company following the Business Combination;
     
  ●

pro forma financial information giving effect to the Business Combination;

     
  ● changes in the market for Peck Electric services;
     
  ● expansion plans and opportunities; 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, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our 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. As a result of a number of known and unknown risks and uncertainties, our 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 Exchange Agreement;
     
  ● the outcome of any legal proceedings that may be instituted against Peck Electric or Jensyn 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 Jensyn, or other conditions to closing in the Exchange Agreement;
     
  ● the inability to obtain or maintain the listing of the Company’s Common Stock on Nasdaq Capital Market 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 Peck Electric and Jensyn 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 possibility that Peck Electric or Jensyn may be adversely affected by other economic, business, and/or competitive factors; and
     
  ● other risks and uncertainties indicated in this proxy statement, including those under “Risk Factors.”

 

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RISK FACTORS

 

The following risk factors apply to the business and operations of Peck Electric and will also apply to the combined business and operations of the Company and Peck Electric following the completion of the Business Combination. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of the Company following the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statement.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

 

Risks Related to Financial Position and Capital Requirements Following the Business Combination

 

Peck Electric has had an extensive and profitable operating history, but it may be difficult to accurately evaluate its future business and prospects.

 

Although Peck Electric was founded in 1972, it did not begin selling solar systems until 2013 when management believed that solar asset investment was profitable. Peck Electric’s management believes that Peck Electric’s success will depend in large part on its ability to continue to successfully sell solar systems in the northeast and in other states against determined competition, and to consummate synergistic acquisitions. No assurance can be given that Peck Electric it will operate profitably after the Business Combination or that it will have adequate working capital to meet its obligations as they become due.

 

Management discovered a material weakness in Peck Electric’s disclosure controls and procedures and internal control over financial reporting.

 

Management identified control deficiencies and the need for a stronger internal controls environment relating to revenue activities. The ineffectiveness of the design, implementation and operation of the controls surrounding these matters creates a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. Accordingly, Peck Electric’s management concluded that this deficiency represents a material weakness in its internal control over financial reporting as of December 31, 2018. Although management has taken significant steps to remediate this weakness, management can give no assurance yet that all the measures it has taken will on a permanent and sustainable basis remediate the material weaknesses in Peck Electric’s disclosure controls and procedures and internal control over financial reporting or that any other material weaknesses or restatements of financial results will not arise in the future.

 

 29 
 

 

Peck Electric may require substantial additional funding which may not be available to it on acceptable terms, or at all. If it fails to raise the necessary additional capital, Peck Electric may be unable to achieve growth of its operations.

 

Peck Electric’s historical operation has been profitable. However, in order to grow its operations, Peck Electric may increase its spending to fund its operating expenses and capital expenditures.

 

Peck Electric cannot be certain that additional funding will be available on acceptable terms, or at all. If it is unable to raise additional capital in sufficient amounts or on terms acceptable to us Peck Electric may have to significantly delay, scale back or discontinue its organic growth or corporate acquisitions. Any of these events could significantly harm its business, financial condition, and strategy.

 

In order to carry out its business plan and implement its strategy, Peck Electric anticipates that it will need to obtain additional financing from time to time and following the Business Combination, the Company may choose to raise additional funds through strategic collaborations, public or private equity or debt financing, bank lines of credit, asset sales, government grants, or other arrangements. Management cannot be sure that any additional funding, if needed, will be available on favorable terms or at all. Furthermore, any additional equity or equity-related financing obtained after the Business Combination may be dilutive to the Company’s shareholders, and debt or equity financing, if available, may subject the Company and Peck Electric to restrictive covenants and significant interest costs.

 

An inability to raise capital when needed could harm the business, financial condition and results of operations of the Company after the Business Combination, and could cause its stock price to decline or require that it cease operations.

 

Risks Related to Peck Electric’s Business and Industry

 

A material reduction in the retail price of traditional utility generated electricity or electricity from other sources could harm our business, financial condition, results of operations and prospects.

 

Management of Peck Electric believes that a significant number of its customers decide to buy solar energy because they want to pay less for electricity than what is offered by the traditional utilities. However, distributed residential solar energy has yet to achieve broad market adoption as evidenced by the fact that distributed solar has penetrated less than 3% of its total addressable market in the U.S. residential sector.

 

The customer’s decision to choose solar energy may also be affected by the cost of other renewable energy sources. Decreases in the retail prices of electricity from the traditional utilities or from other renewable energy sources would harm Peck Electric’s ability to offer competitive pricing and could harm its business. The price of electricity from traditional utilities could decrease as a result of:

 

● construction of a significant number of new power generation plants, including plants utilizing natural gas, nuclear, coal, renewable energy or other generation technologies;

 

● relief of transmission constraints that enable local centers to generate energy less expensively;

 

● reductions in the price of natural gas;

 

● utility rate adjustment and customer class cost reallocation;

 

● energy conservation technologies and public initiatives to reduce electricity consumption;

  

● development of new or lower-cost energy storage technologies that have the ability to reduce a customer’s average cost of electricity by shifting load to off-peak times; or

 

● development of new energy generation technologies that provide less expensive energy.

 

 30 
 

 

A reduction in utility electricity prices would make the purchase or the lease of its solar energy systems less economically attractive. If the retail price of energy available from traditional utilities were to decrease due to any of these reasons, or other reasons, Peck Electric would be at a competitive disadvantage, may be unable to attract new customers and its growth would be limited.

 

Existing electric utility industry regulations, and changes to regulations, may present technical, regulatory and economic barriers to the purchase and use of solar energy systems that may significantly reduce demand for Peck Electric’s solar energy systems.

 

Federal, state and local government regulations and policies concerning the electric utility industry, and internal policies and regulations promulgated by electric utilities, heavily influence the market for electricity generation products and services. These regulations and policies often relate to electricity pricing and the interconnection of customer-owned electricity generation. In the United States, governments and utilities continuously modify these regulations and policies. These regulations and policies could deter customers from purchasing renewable energy, including solar energy systems. This could result in a significant reduction in the potential demand for Peck Electric’s solar energy systems. For example, utilities commonly charge fees to larger, industrial customers for disconnecting from the electric grid or for having the capacity to use power from the electric grid for back-up purposes. These fees could increase Peck Electric’s customers’ cost to use its systems and make them less desirable, thereby harming our business, prospects, financial condition and results of operations. In addition, depending on the region, electricity generated by solar energy systems competes most effectively with expensive peak-hour electricity from the electric grid, rather than the less expensive average price of electricity. Modifications to the utilities’ peak hour pricing policies or rate design, such as to a flat rate, would require Peck Electric to lower the price of its solar energy systems to compete with the price of electricity from the electric grid.

 

In addition, any changes to government or internal utility regulations and policies that favor electric utilities could reduce Peck Electric’s competitiveness and cause a significant reduction in demand for its products and services. For example, certain jurisdictions have proposed assessing fees on customers purchasing energy from solar energy systems or imposing a new charge that would disproportionately impact solar energy system customers who utilize net metering, either of which would increase the cost of energy to those customers and could reduce demand for Peck Electric’s solar energy systems. It is possible charges could be imposed on not just future customers but Peck Electric’s existing customers, causing a potentially significant consumer relations problem and harming its reputation and business. Due to the current concentration of Peck Electric’s business in Vermont, any such changes in these markets would be particularly harmful to its business, results of operations, and future growth.

 

Peck Electric’s growth strategy depends on the widespread adoption of solar power technology.

 

The market for solar power products is emerging and rapidly evolving, and its future success is uncertain. If solar power technology proves unsuitable for widespread commercial deployment or if demand for solar power products fails to develop sufficiently, Peck Electric would be unable to generate enough revenues to achieve and sustain profitability and positive cash flow. The factors influencing the widespread adoption of solar power technology include but are not limited to:

 

● cost-effectiveness of solar power technologies as compared with conventional and non-solar alternative energy technologies;

 

● performance and reliability of solar power products as compared with conventional and non-solar alternative energy products;

   

● fluctuations in economic and market conditions which impact the viability of conventional and non-solar alternative energy sources, such as increases or decreases in the prices of oil and other fossil fuels;

   

● continued deregulation of the electric power industry and broader energy industry; and

   

● availability of governmental subsidies and incentives.

 

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Peck Electric’s business currently depends on the availability of rebates, tax credits and other financial incentives. The expiration, elimination or reduction of these rebates, credits and incentives would adversely impact its business.

 

U.S. federal, state and local government bodies provide incentives to end users, distributors, system integrators and manufacturers of solar energy systems to promote solar electricity in the form of rebates, tax credits and other financial incentives such as system performance payments and payments for renewable energy credits associated with renewable energy generation. These governmental rebates, tax credits and other financial incentives enhance the return on investment for our customers and incent them to purchase solar systems. These incentives enables Peck Electric to lower the price it charges customers for energy and for solar energy systems. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as solar energy adoption rates increase. These reductions or terminations often occur without warning.

 

Reductions in, or eliminations or expirations of, governmental incentives could adversely impact Peck Electric’s results of operations and its ability to compete in its industry, causing Peck Electric to increase the prices of its solar energy systems, and reducing the size of its addressable market. In addition, this would adversely impact its ability to attract investment partners and to form new financing funds and its ability to offer attractive financing to prospective customers.

 

Peck Electric’s business depends in part on the regulatory treatment of third-party owned solar energy systems.

 

Peck Electric’s leases and any power purchase agreements are third-party ownership arrangements. Sales of electricity by third parties face regulatory challenges in some states and jurisdictions. Other challenges pertain to whether third-party owned systems qualify for the same levels of rebates or other non-tax incentives available for customer-owned solar energy systems, whether third-party owned systems are eligible at all for these incentives, and whether third-party owned systems are eligible for net metering and the associated significant cost savings. Reductions in, or eliminations of, this treatment of these third-party arrangements could reduce demand for Peck Electric’s systems, adversely impact its access to capital and could cause it to increase the price it charges its customers for energy.

 

Peck Electric’s ability to provide solar energy systems to customers on an economically viable basis depends on its ability to help customers arrange financing for such systems.

 

Peck Electric’s solar energy systems have been eligible for Federal ITCs or U.S. Treasury grants, as well as depreciation benefits. Peck Electric has relied on, and will continue to rely on, financing structures that monetize a substantial portion of those benefits and provide financing for its solar energy systems. With the lapse of the U.S. Treasury grant program, Peck Electric anticipates that its customers’ reliance on these tax-advantaged financing structures will increase substantially. If, for any reason, our customers were unable to continue to monetize those benefits through these arrangements, Peck Electric may be unable to provide and maintain solar energy systems for new customers on an economically viable basis.

 

The availability of this tax-advantaged financing depends upon many factors, including, but not limited to:

 

● the state of financial and credit markets;
   
● changes in the legal or tax risks associated with these financings; and
   
● non-renewal of these incentives or decreases in the associated benefits.

 

U.S. Treasury grants are no longer available for new solar energy systems. Changes in existing law and interpretations by the Internal Revenue Service and the courts could reduce the willingness of funding sources to provide funds to customers of these solar energy systems. Peck Electric cannot assure you that this type of financing will be available to its customers. If, for any reason, Peck Electric is unable to find financing for solar energy systems, it may no longer be able to provide solar energy systems to new customers on an economically viable basis. This would have a material adverse effect on Peck Electric’s business, financial condition, and results of operations.

 

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Rising interest rates could adversely impact Peck Electric’s business.

 

Increases in interest rates could have an adverse impact on Peck Electric’s business by increasing its cost of capital, which would increase its interest expense and make acquisitions more expensive to undertake.

 

Further, rising interest rates may negatively impact Peck Electric’s ability to arrange financing for its customers on favorable terms to facilitate its customers’ purchases of our solar energy systems. The majority of Peck Electric’s cash flows to date have been from the sales of solar energy systems. Rising interest rates may have the effect of depressing the sales of solar energy systems because many consumers finance their purchases.

 

As a result, an increase in interest rates may negatively affect Peck Electric’s costs and reduce its revenues, which would have an adverse effect on its business, financial condition, and results of operations.

 

If Peck Electric cannot compete successfully against other solar and energy companies, it may not be successful in developing its operations and its business may suffer.

 

The solar and energy industries are characterized by intense competition and rapid technological advances, both in the United States and internationally. Peck Electric competes with solar companies with business models that are similar to ours. In addition, Peck Electric competes with solar companies in the downstream value chain of solar energy. For example, Peck Electric faces competition from purely finance driven organizations that acquire customers and then subcontract out the installation of solar energy systems, from installation businesses that seek financing from external parties, from large construction companies and utilities, and increasingly from sophisticated electrical and roofing companies. Some of these competitors specialize in the residential solar energy market, and some may provide energy at lower costs than Peck Electric does. Further, some competitors are integrating vertically in order to ensure supply and to control costs. Many of Peck Electric’s competitors also have significant brand name recognition and have extensive knowledge of Peck Electric’s target markets.

 

If Peck Electric is unable to complete in the market, it will have an adverse effect on its business, financial condition, and results of operations.

 

Adverse economic conditions may have material adverse consequences on Peck Electric’s business, results of operations and financial condition.

 

Unpredictable and unstable changes in economic conditions, including recession, inflation, increased government intervention, or other changes, may adversely affect Peck Electric’s general business strategy. Peck Electric relies upon its ability to generate additional sources of liquidity and it may need to raise additional funds through public or private debt or equity financings in order to fund existing operations or to take advantage of opportunities, including acquisitions of complementary businesses or technologies. Any adverse event would have a material adverse impact on its business, results of operations and financial condition.

 

Peck Electric’s business is concentrated in certain markets, putting it at risk of region-specific disruptions.

 

As of March 31, 2019, a vast majority of Peck Electric’s total installations were in Vermont. Peck Electric maintains offices in Vermont. Management expects its near-term future growth to occur throughout the northeast, and to further expand its customer base and operational infrastructure. Accordingly, Peck Electric’s business and results of operations are particularly susceptible to adverse economic, regulatory, political, weather and other conditions in such markets and in other markets that may become similarly concentrated.

 

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If Peck Electric is unable to retain and recruit qualified technicians and advisors, or if its key executives, key employees or consultants discontinue their employment or consulting relationship with it, it may delay its development efforts or otherwise harm its business.

 

Peck Electric may not be able to attract or retain qualified management or technical personnel in the future due to the intense competition for qualified personnel among solar, energy, and other businesses. Peck Electric’s industry has experienced a high rate of turnover of management personnel in recent years. If Peck Electric is not able to attract, retain, and motivate necessary personnel to accomplish its business objectives, it may experience constraints that will significantly impede the successful development of any product candidates, its ability to raise additional capital, and its ability to implement its overall business strategy.

 

Peck Electric is highly dependent on members of its management and technical staff. Its success also depends on its ability to continue to attract, retain and motivate highly skilled junior, mid-level, and senior managers as well as junior, mid-level, and senior technical personnel. The loss of any of its executive officers, key employees, or consultants and our inability to find suitable replacements could potentially harm its business, financial condition, and prospects. Peck Electric may be unable to attract and retain personnel on acceptable terms given the competition among solar and energy companies. Certain of Peck Electric’s current officers, directors, and/or consultants hereafter appointed may from time to time serve as officers, directors, scientific advisors, and/or consultants of other solar and energy companies. Peck Electric does not maintain “key man” insurance policies on any of its officers or employees. Other than certain members of its senior management team, all of Peck Electric’s employees are employed “at will” and, therefore, each employee may leave its employment and join a competitor at any time.

 

Peck Electric plans to grant stock options, restricted stock grants, or other forms of equity awards in the future as a method of attracting and retaining employees, motivating performance, and aligning the interests of employees with those of Peck Electric shareholders. If it is unable to implement and maintain equity compensation arrangements that provide sufficient incentives, it may be unable to retain its existing employees and attract additional qualified candidates. If it is unable to retain its existing employees and attract additional qualified candidates, Peck Electric’s business and results of operations could be adversely affected.

 

The execution of Peck Electric’s business plan and development strategy may be seriously harmed if integration of its senior management team is not successful.

 

As Peck Electric continues to grow and acquire new businesses, it may experience significant changes in its senior management team. Failure to integrate the Board and senior management teams may negatively affect the operations of Peck Electric’s business.

 

Peck Electric may not successfully implement its business model.

 

Peck Electric’s business model is predicated on its ability to provide solar systems at a profit, and through organic growth, geographic expansion, and strategic acquisitions. Management intends to continue to operate as it has have previously with sourcing and marketing methods that it has used successfully in the past. However, management cannot assure that its methods will continue to attract new customers nor that it can maintain the same profitability in the very competitive solar systems marketplace.

 

In the event customers resist paying the prices projected in its business plan to purchase solar installations, Peck Electric’s business, financial condition, and results of operations will be materially and adversely affected.

 

Peck Electric may not be able to effectively manage its growth.

 

Peck Electric’s future growth, if any, may cause a significant strain on its management and its operational, financial, and other resources. Peck Electric’s ability to manage its growth effectively will require it to implement and improve its operational, financial, and management systems and to expand, train, manage, and motivate its employees. These demands may require the hiring of additional management personnel and the development of additional expertise by management. Any increase in resources used without a corresponding increase in its operational, financial, and management systems could have a material adverse effect on its business, financial condition, and results of operations.

 

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Peck Electric may not realize the anticipated benefits of future acquisitions, and integration of these acquisitions may disrupt its business and management.

 

In the future, Peck Electric may acquire companies, project pipelines, products or technologies or enter into joint ventures or other strategic initiatives. It may not realize the anticipated benefits of this acquisition or any other future acquisition, and any acquisition has numerous risks. These risks include the following:

 

● difficulty in assimilating the operations and personnel of the acquired company;

 

● difficulty in effectively integrating the acquired technologies or products with its current technologies;

 

● difficulty in maintaining controls, procedures and policies during the transition and integration;

 

● disruption of its ongoing business and distraction of management and employees from other opportunities and challenges due to integration issues;

 

● difficulty integrating the acquired company’s accounting, management information, and other administrative systems;

 

● inability to retain key technical and managerial personnel of the acquired business;

 

● inability to retain key customers, vendors, and other business partners of the acquired business;

 

● inability to achieve the financial and strategic goals for the acquired and combined businesses;

 

● incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact operating results;

 

● potential failure of the due diligence processes to identify significant issues with product quality, intellectual property infringement, and other legal and financial liabilities, among other things;

 

● potential inability to assert that internal controls over financial reporting are effective; and

 

● potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions.

 

Mergers and acquisitions of companies are inherently risky and, if Peck Electric does not complete the integration of acquired businesses successfully and in a timely manner, it may not realize the anticipated benefits of the acquisitions to the extent anticipated, which could adversely affect its business, financial condition, or results of operations.

 

With respect to providing electricity on a price-competitive basis, solar systems face competition from traditional regulated electric utilities, from less-regulated third party energy service providers and from new renewable energy companies.

 

The solar energy and renewable energy industries are both highly competitive and continually evolving as participants strive to distinguish themselves within their markets and compete with large traditional utilities. Peck Electric believes that its primary competitors are the traditional utilities that supply electricity to its potential customers. Traditional utilities generally have substantially greater financial, technical, operational and other resources than it does. As a result, these competitors may be able to devote more resources to the research, development, promotion, and sale of their products or respond more quickly to evolving industry standards and changes in market conditions than Peck Electric can. Traditional utilities could also offer other value-added products or services that could help them to compete with Peck Electric even if the cost of electricity they offer is higher than that of Peck Electric. In addition, a majority of utilities’ sources of electricity is non-solar, which may allow utilities to sell electricity more cheaply than electricity generated by Peck Electric’s solar energy systems.

 

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Peck Electric also competes with companies that are not regulated like traditional utilities but that have access to the traditional utility electricity transmission and distribution infrastructure pursuant to state and local pro-competitive and consumer choice policies. These energy service companies are able to offer customers electricity supply-only solutions that are competitive with Peck Electric’s solar energy system options on both price and usage of renewable energy technology while avoiding the long-term agreements and physical installations that Peck Electric’s current fund-financed business model requires. This may limit Peck Electric’s ability to attract new customers; particularly those who wish to avoid long-term contracts or have an aesthetic or other objection to putting solar panels on their roofs.

 

As the solar industry grows and evolves, Peck Electric will also face new competitors who are not currently in the market. Low technological barriers to entry characterize Peck Electric’s industry and well-capitalized companies could choose to enter the market and compete with it. Peck Electric’s failure to adapt to changing market conditions and to compete successfully with existing or new competitors will limit its growth and will have a material adverse effect on its business and prospects.

 

Developments in alternative technologies or improvements in distributed solar energy generation may materially adversely affect demand for Peck Electric’s offerings.

 

Significant developments in alternative technologies, such as advances in other forms of distributed solar power generation, storage solutions such as batteries, the widespread use or adoption of fuel cells for residential or commercial properties or improvements in other forms of centralized power production may materially and adversely affect Peck Electric’s business and prospects in ways management does not currently anticipate. Any failure by Peck Electric to adopt new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay deployment of its solar energy systems, which could result in product obsolescence, the loss of competitiveness of our systems, decreased revenue and a loss of market share to competitors.

 

Due to the limited number of suppliers in Peck Electric’s industry, the acquisition of any of these suppliers by a competitor or any shortage, delay, price change, imposition of tariffs or duties or other limitation in its ability to obtain components or technologies it uses could result in sales and installation delays, cancellations, and loss of market share.

 

While Peck Electric purchases its products from several different suppliers, if one or more of the suppliers that it relies upon to meet anticipated demand ceases or reduces production due to its financial condition, acquisition by a competitor or otherwise, is unable to increase production as industry demand increases or is otherwise unable to allocate sufficient production to Peck Electric, it may be difficult to quickly identify alternate suppliers or to qualify alternative products on commercially reasonable terms, and Peck Electric’s ability to satisfy this demand may be adversely affected. There are a limited number of suppliers of solar energy system components and technologies. While Peck Electric believes there are other sources of supply for these products available, transitioning to a new supplier may result in additional costs and delays in acquiring its solar products and deploying its systems. These issues could harm its business or financial performance.

 

In addition, the acquisition of a component supplier or technology provider by one of Peck Electric’s competitors could limit its access to such components or technologies and require significant redesigns of its solar energy systems or installation procedures and have a material adverse effect on its business.

 

There have also been periods of industry-wide shortages of key components, including solar panels, in times of industry disruption. The manufacturing infrastructure for some of these components has a long lead-time, requires significant capital investment and relies on the continued availability of key commodity materials, potentially resulting in an inability to meet demand for these components. The solar industry is frequently experiencing significant disruption and, as a result, shortages of key components, including solar panels, may be more likely to occur, which in turn may result in price increases for such components. Even if industry-wide shortages do not occur, suppliers may decide to allocate key components with high demand or insufficient production capacity to more profitable customers, customers with long-term supply agreements or customers other than Peck Electric and its supply of such components may be reduced as a result.

 

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Typically, Peck Electric purchases the components for its solar energy systems on an as-needed basis and does not operate under long-term supply agreements. The vast majority of its purchases are denominated in U.S. dollars. Since its revenue is also generated in U.S. dollars, Peck Electric is mostly insulated from currency fluctuations. However, since its suppliers often incur a significant amount of their costs by purchasing raw materials and generating operating expenses in foreign currencies, if the value of the U.S. dollar depreciates significantly or for a prolonged period of time against these other currencies this may cause its suppliers to raise the prices they charge it, which could harm its financial results. Since Peck Electric purchases most of the solar photovoltaic modules it uses from China, it is particularly exposed to exchange rate risk from increases in the value of the Chinese Renminbi. Any supply shortages, delays, price changes or other limitation in its ability to obtain components or technologies it uses could limit its growth, cause cancellations or adversely affect its profitability, and result in loss of market share and damage to its brand.

 

Peck Electric acts as the licensed general contractor for its customers and is subject to risks associated with construction, cost overruns, delays, regulatory compliance and other contingencies, any of which could have a material adverse effect on its business and results of operations.

 

Peck Electric is a licensed contractor. It is normally the general contractor, electrician, construction manager, and installer for it solar energy systems. Peck Electric may be liable to customers for any damage it causes to their home, belongings or property during the installation of its systems. For example, Peck Electric penetrates its customers’ roofs during the installation process and may incur liability for the failure to adequately weatherproof such penetrations following the completion of installation of solar energy systems. In addition, because the solar energy systems Peck Electric deploys are high-voltage energy systems, Peck Electric may incur liability for the failure to comply with electrical standards and manufacturer recommendations. Because Peck Electric’s profit on a particular installation is based in part on assumptions as to the cost of such project, cost overruns, delays, or other execution issues may cause it to not achieve its expected results or cover its costs for that project.

 

In addition, the installation of solar energy systems is subject to oversight and regulation in accordance with national, state, and local laws and ordinances relating to building, fire and electrical codes, safety, environmental protection, utility interconnection and metering, and related matters. Peck Electric also relies on certain employees to maintain professional licenses in many of the jurisdictions in which it operates, and its failure to employ properly licensed personnel could adversely affect its licensing status in those jurisdictions. It is difficult and costly to track the requirements of every authority having jurisdiction over its operations and its solar energy systems. Any new government regulations or utility policies pertaining to its systems, or changes to existing government regulations or utility policies pertaining to its systems, may result in significant additional expenses to its customers and, as a result, could cause a significant reduction in demand for its systems.

 

Compliance with occupational safety and health requirements and best practices can be costly, and noncompliance with such requirements may result in potentially significant monetary penalties, operational delays, and adverse publicity.

 

The installation of solar energy systems requires Peck Electric’s employees to work at heights with complicated and potentially dangerous electrical systems. The evaluation and modification of buildings as part of the installation process requires Peck Electric’s employees to work in locations that may contain potentially dangerous levels of asbestos, lead, mold or other materials known or believed to be hazardous to human health. Peck Electric also maintains a fleet of trucks and other vehicles to support its installers and operations. There is substantial risk of serious injury or death if proper safety procedures are not followed. Peck Electric’s operations are subject to regulation under the U.S. Occupational Safety and Health Act, or OSHA, the U.S. Department of Transportation, or DOT, and equivalent state laws. Changes to OSHA or DOT requirements, or stricter interpretation or enforcement of existing laws or regulations, could result in increased costs. If Peck Electric fails to comply with applicable OSHA regulations, even if no work-related serious injury or death occurs, it may be subject to civil or criminal enforcement and be required to pay substantial penalties, incur significant capital expenditures or suspend or limit operations. While Peck Electric has not experienced a high level of injuries to date, high injury rates could expose it to increased liability. In the past, Peck Electric has had workplace accidents and received citations from OSHA regulators for alleged safety violations, resulting in fines. Any such accidents, citations, violations, injuries or failure to comply with industry best practices may subject it to adverse publicity, damage its reputation and competitive position and adversely affect its business.

 

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Problems with product quality or performance may cause Peck Electric to incur warranty expenses, damage its market reputation, and prevent it from maintaining or increasing its market share.

 

If Peck Electric’s products fail to perform as expected while under warranty, or if Peck Electric is unable to support the warranties, sales of its products may be adversely affected, or its costs may increase, and its business, results of operations, and financial condition could be materially and adversely affected.

 

Peck Electric may also be subject to warranty or product liability claims against it that are not covered by insurance or are in excess of its available insurance limits. In addition, quality issues can have various other ramifications, including delays in the recognition of revenue, loss of revenue, loss of future sales opportunities, increased costs associated with repairing or replacing products, and a negative impact on its goodwill and reputation. The possibility of future product failures could cause us to incur substantial expenses to repair or replace defective products. Furthermore, widespread product failures may damage its market reputation and reduce our market share causing sales to decline.

 

A failure to comply with laws and regulations relating to Peck Electric’s interactions with current or prospective commercial or residential customers could result in negative publicity, claims, investigations, and litigation, and adversely affect its financial performance.

 

Peck Electric’s business includes contracts and transactions with commercial and residential customers. It must comply with numerous federal, state, and local laws and regulations that govern matters relating to its interactions with residential consumers, including those pertaining to privacy and data security, consumer financial and credit transactions, home improvement contracts, warranties, and door-to-door solicitation. These laws and regulations are dynamic and subject to potentially differing interpretations, and various federal, state and local legislative and regulatory bodies may expand current laws or regulations, or enact new laws and regulations, regarding these matters. Changes in these laws or regulations or their interpretation could dramatically affect how Peck Electric does business, acquire customers, and manage and use information it collects from and about current and prospective customers and the costs associated therewith. Peck Electric strives to comply with all applicable laws and regulations relating to its interactions with residential customers. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or Peck Electric’s practices. Non-compliance with any such law or regulations could also expose Peck Electric to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect Peck Electric’s business.

 

If Peck Electric experiences a significant disruption in its information technology systems or if Peck Electric fails to implement new systems and software successfully, its business could be adversely affected.

 

Peck Electric depends on information systems throughout its company to process orders, manage inventory, process and bill shipments and collect cash from its customers, respond to customer inquiries, contribute to its overall internal control processes, maintain records of its property, plant and equipment, and record and pay amounts due vendors and other creditors. If Peck Electric were to experience a prolonged disruption in its information systems that involve interactions with customers and suppliers, it could result in the loss of sales and customers and/or increased costs, which could adversely affect its overall business operation.

 

Seasonality may cause fluctuations in Peck Electric’s financial results.

 

Peck Electric often finds that some customers tend to book projects by the end of a calendar year to realize the benefits of available subsidy programs prior to year-end. This results in third and fourth quarter sales being more robust usually at the expense of the first quarter. In the future this seasonality may cause fluctuations in financial results. In addition, other seasonality trends may develop and the existing seasonality that Peck Electric experiences may change.

 

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Risk Factors Relating to Jensyn and the Business Combination

 

Following the consummation of the Business Combination, our only significant asset will be our ownership of Peck Electric and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Common Stock or satisfy our other financial obligations.

 

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than the ownership of Peck Electric. We will depend on Peck Electric for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company, and to pay any dividends with respect to our preferred stock and Common Stock. Legal and contractual restrictions in agreements governing the indebtedness of Peck Electric, as well as the financial condition and operating requirements of Peck Electric, may limit our ability to obtain cash from Peck Electric. The earnings from, or other available assets of, Peck Electric may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Common Stock or satisfy its other financial obligations.

 

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.

 

Peck Electric is not currently subject to Section 404 of the Sarbanes-Oxley Act of 2002. However, following the Business Combination, the combined company will be required to provide management’s attestation on internal controls commencing with the Company’s annual report for the year ending December 31, 2019. 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 Peck Electric 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 to the Company 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.

 

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 cannot assure you that our securities will continue to be listed on Nasdaq in the future or after the Business Combination.

 

Our securities are currently listed on Nasdaq. We intend to apply to continue to list our Common Stock on Nasdaq under the symbol “PECK” upon the closing of the Business Combination. We cannot assure you that our securities will continue to be listed on Nasdaq in the future or after the Business Combination. On March 4, 2019, we received written notice that our securities were being removed from listing and registration on Nasdaq as a result of our not having completed a business combination within 36 months of its initial public offering. We appealed the listing determination, delisting was stayed and a hearing before the Nasdaq Hearing Panel took place on April 11, 2019. On April 24, 2019, the Nasdaq Hearings Panel notified us that it had granted our request to remain listed on the Nasdaq Stock Market provided that we complete a business combination on or before June 20, 2019 and demonstrates to the Panel and Nasdaq Staff that the post-business combination entity meets all of the requirements for continued listing. 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.

 

Subsequent to the consummation of the Business Combination, we may be required to take write-downs 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 Peck Electric, we cannot assure you that this diligence revealed all material issues that may be present in Peck Electric’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 Peck Electric’s control will not later arise. As a result, we may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies 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 the combined company 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.

 

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Our initial stockholders have agreed to vote in favor of our initial business combination, regardless of how our public stockholders vote.

 

Unlike many other 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 an initial business combination, our initial stockholders and their transferees have agreed to vote any shares of Jensyn Common Stock owned by them in favor of our initial business combination. As of the date hereof, our initial stockholders and their transferees own shares equal to 54% of our issued and outstanding shares of Common Stock (which does not include private placement shares). Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination than would be the case if our initial stockholders and their transferees agreed to vote any shares of Jensyn Common Stock owned by them in accordance with the majority of the votes cast by our public stockholders.

 

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 Peck Electric operating as a public company. All expenses incurred in connection with the Exchange Agreement and the transactions contemplated thereby (including the Business Combination), including all legal, accounting, investment banking and other fees, expenses and costs, will be paid by the party incurring such fees, expenses and costs.

 

Jensyn’s transaction expenses as a result of the Business Combination are currently estimated at approximately $1,724,000, which is comprised of (i) a $780,000 deferred underwriting commissions to the underwriters of our IPO, (ii) an estimated $530,000 to investment bankers and consultants, (iii) an estimated $250,000 for legal and accounting services, in professional fees and expenses, (iv) $70,000 payable to Primary Capital, LLC in consideration of the issuance of its fairness opinion; (v) approximately $94,000 relating to other fees and expenses incurred relating to the Business Combination and (v) approximately $0 in fees and expenses associated with the exploration of potential business combinations not related to the Business Combination. This amount includes the expenses incurred in connection with the filing, printing and mailing of this proxy statement and the solicitation of the approval of our stockholders, and all filing and other fees paid to the SEC, which is estimated at approximately $74,000.

 

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 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.

 

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We may waive one or more of the conditions to the Business Combination.

 

We may agree to waive, in whole or in part, some of the conditions to our obligations to complete the Business Combination, to the extent permitted by our amended and restated certificate of incorporation and applicable laws. For example, it is a condition to our obligations to close the Business Combination that there be no breach of Peck Electric’s representations and warranties as of the closing date. However, if our board of directors determines that any such breach is not material to the business of Peck Electric, then the board may elect to waive that condition and close the Business Combination. We are not able to waive the condition that our stockholders approve the Business Combination.

 

Even if we consummate the Business Combination, there is no guarantee that the public warrants will ever be “in the money”, and they may expire worthless and the terms of our warrants may be amended.

 

The exercise price for our warrants is $11.50 per share. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

 

In addition, the warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of our Common Stock purchasable upon exercise of a warrant.

 

Our directors and officers have a conflict of interest in determining to pursue the acquisition of Peck Electric, since certain of their interests, and certain interests of their affiliates and associates, are different from or in addition to (and which may conflict with) the interests of our stockholders.

 

Our initial stockholders, including our officers and directors, have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of our public stockholders, which may result in a conflict of interest. These interests include:

 

  ● the fact that our initial stockholders paid an aggregate of $25,029 for their founder shares, and such shares should have a significantly higher value at the time of the Business Combination;
     
  ● if Jensyn is unable to complete a business combination within the required time period, our officers and directors will not have redemption rights with respect to the founder shares that they own;
     
  ● if Jensyn is unable to complete a business combination within the required time period, our initial stockholders will be personally liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Jensyn for services rendered or contracted for or products sold to Jensyn, but only if such a vendor or target business has not executed such a waiver;
     
  ● the fact that upon consummation of the Business Combination, our initial stockholders will be repaid approximately $2,100,000 of loans that they made to us and Jensyn Integration Services, LLC, a company controlled by certain of our initial stockholders, will be paid an administrative fee of up to $340,000.
     
  ● the fact that certain of our initial stockholders and special advisors may be required to forfeit shares of the Company’s common stock if neither the Adjusted EBITDA Target nor the Stock Price Target is achieved or if the Company uses shares to satisfy its obligations to induce investors to make an equity investment in the Company, and may be issued additional shares of the Company’s common stock if either the Adjusted EBITDA Target or Stock Price Target is achieved.
     
  ● the continued indemnification of current directors and officers of the Company and the continuation of directors’ and officers’ liability insurance after the Business Combination.

 

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These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

 

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 Peck Electric, all of whom we expect to stay with Peck Electric 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 business is dependent upon the efforts of certain key personnel, including the key personnel of Peck Electric. Although we expect all of such key personnel to remain with Peck Electric 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 Peck Electric 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.

 

A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.

 

Following the Business Combination, the price of our securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for our securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of our securities after the Business Combination can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our securities are not listed on, or become delisted from, the Nasdaq Capital Market for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on the Nasdaq Capital Market or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

 

Pursuant to the Jumpstart Our Business Startups Act of 2012 (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 pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an “emerging growth company.”

 

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, and generally requires in the same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. Following the Business Combination, the combined company will be required to provide management’s attestation on internal controls effective December 31, 2019. However, under 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 pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an “emerging growth company.” We could be an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

 

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In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An “emerging growth company” can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have chosen to “opt out” of such extended transition period and, as a result, we must comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

 

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial 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 the Company’s 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 Exchange Agreement was executed, the date of this proxy 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 Peck Electric’s stock and trading in the shares of the Company’s Common Stock has not been active. Accordingly, the valuation ascribed to Peck Electric 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.

 

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Factors affecting the trading price of the Company’s securities following the Business Combination may include:

 

  ● 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 p