PREM14A 1 prem14a1017_jmglobal.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________

SCHEDULE 14A

__________________

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

__________________

Filed by the Registrant ¨

 

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

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Definitive Additional Materials

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Soliciting Material Under Rule 14a-12

JM GLOBAL HOLDING COMPANY

(Name of Registrant as Specified in Its Charter)

_______________________________________________________________

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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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: $90.1 million1

 

 

 

 

 

 

 

(5)

 

Total fee paid: $11,221.782

 

 

 

 

 

¨

 

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:

 

 

 

 

 

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

 

 

 

 

 

 

(3)

 

Filing Party:

 

 

 

 

 

 

 

(4)

 

Date Filed:

 

 

 

 

 

____________

1        Our estimate of the transaction value is based on the following estimated values: 9,013,474 shares of JM Global common stock valued at $10.00 per share.

2        This amount is the product of $90,134,740 multiplied by the SEC’s filing fee of $124.50 per million.

 

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED OCTOBER 11, 2017

JM GLOBAL HOLDING COMPANY
1615 South Congress Avenue
Suite 103
Delray Beach, Florida 33445

Dear JM Global Holding Company Stockholders:

You are cordially invited to attend the special meeting in lieu of the 2017 annual meeting of stockholders of JM Global Holding Company, which we refer to as “we,” “us,” “our,” “JM Global” or the “Company,” on          ,         , 2017, at     , Eastern time, at the offices of Ellenoff Grossman & Schole LLP, New York, New York 10105. This proxy statement is dated         , 2017, and is first being mailed to stockholders of the Company on or about         , 2017.

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 (as it may be amended, the “Share Exchange Agreement”) dated August 28, 2017 (the “Exchange Agreement”) providing for the acquisition by us of all of the outstanding issued shares and other equity interests in China Sunlong Environmental Technology Inc. (“CaymanCo”), which primarily conducts its business through its indirect wholly owned subsidiaries, Hubei Shengrong Environmental Protection Energy-Saving Science and Technology Co. Ltd. (“Hubei Shengrong”) and Tianjin Commodity Exchange Company Limited (“Tianjin Commodity”), from the shareholders of CaymanCo (“Sellers”). We refer to CaymanCo and its consolidated subsidiaries hereafter collectively as “Sunlong,” and we refer to such exchange and the other transactions contemplated by the Share Exchange Agreement collectively hereafter as the “Business Combination.”

Pursuant to the Share Exchange Agreement, in exchange for 100% of the equity interests of CaymanCo, we agreed to issue to the Sellers a number of shares of our common stock (the “Exchange Shares”) at $10.00 per share based on an adjusted equity valuation of CaymanCo (the “Adjusted Equity Value”) determined by starting with a base valuation of $92.0 million, deducting the amount of indebtedness (net of cash) of Sunlong as of the closing, deducting the amount of unpaid transaction expenses incurred by Sunlong, and increasing (or decreasing if negative) such valuation to the extent that the net working capital (excluding indebtedness, cash and transaction expenses) of Sunlong as of the closing is greater than $26.55 million. Ten percent of the Exchange Shares to be issued to Sellers at closing will be deposited in escrow (the “Escrow Shares”) along with related dividends, to support certain indemnification obligations under the Exchange Agreement.

It is anticipated that, following completion of the Business Combination, assuming that (i) there are no redemptions in connection with the closing, (ii) the Adjusted Equity Value, based on the unaudited pro forma financial statements included in this proxy statement, is equal to $90,134,740, such that approximately 9,013,474 Exchange Shares are issued at the closing, with 10% of such Exchange Shares being deposited in escrow as Escrow Shares, and (iii) the Escrow Shares are deemed to be outstanding and owned by the Sellers while held in escrow, JM Global’s existing stockholders, including our Sponsor, will retain an ownership interest of approximately 38.3% of the Company, and Sunlong’s existing stockholders will own approximately 61.7% of our outstanding common stock. These percentages are calculated based on a number of assumptions (as described in the accompanying proxy statement) and are subject to adjustment in accordance with the terms of the Share Exchange Agreement. A copy of the Share Exchange Agreement is attached to the accompanying proxy statement as Annex A.

Our stockholders will also be asked to consider and vote upon the following proposals:

(a)      to approve and adopt separate proposals for amendments to the Company’s amended and restated certificate of incorporation (the “existing charter”), all as reflected in the proposed second amended and restated certificate of incorporation of the Company (the “proposed charter”) attached to the accompanying proxy statement as Annex C, to (i) increase the Company’s authorized common stock and preferred stock, which we refer to as “Proposal 2”, (ii) change the Company’s name from “JM Global Holding Company” to “TMSR Holding Company Limited” (“Proposal 3”), (iii) eliminate the classification of the Board and make certain related changes (“Proposal 4”) and (iii) provide for certain

 

additional changes, including designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions making the Company’s corporate existence perpetual, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company (“Proposal”) (each of Proposals 2, 3, 4 and 5, a “Charter Proposal” and collectively, the “Charter Proposals”);

(b)      to elect seven individuals to serve as directors on our board of directors until the 2018 annual meeting of stockholders or until their respective successors are duly elected and qualified, which we refer to as the “Director Election Proposal”;

(c)      to approve and adopt the TMSR Holding Company Limited 2017 Long-Term Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex D, which we refer to as the “Incentive Plan Proposal,” and

(d)      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, the Charter Proposals, the Director Election Proposal or the Incentive Plan Proposal.

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

Our common stock, units and warrants are currently listed on The NASDAQ Capital Market under the symbols “WYIG,” “WYIGU” and “WYIGW,” respectively. We will apply to continue the listing of our common stock and warrants on The NASDAQ Capital Market under the new symbols “TMSR” and “TMSRW,” respectively, upon the closing of the Business Combination. At the closing, our units will separate into their component shares of JM Global common stock, par value $0.0001 per share (“JM Global common stock”), and warrants to purchase one-half of one share of JM Global common stock, and cease separate trading.

Pursuant to the existing charter, we are providing our public stockholders with the opportunity to redeem, upon the closing of the transactions contemplated by the Share Exchange Agreement, shares of JM Global 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 Share Exchange Agreement) in the trust account that holds the proceeds (less taxes payable or amounts released to us for working capital) of our initial public offering that closed on July 29, 2015 (the “IPO”). For illustrative purposes, based on funds in the trust account of approximately $40.4 million on September 30, 2017 following the July 27, 2017 redemption of 963,112 shares of common stock with a total amount of $9.6 million in connection with the Extension Meeting (and approximately $0.3 million of which had been withdrawn as of such date for taxes and working capital purposes), the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem 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, of 20% or more of the outstanding public shares (the “20% threshold”); provided, however, that such 20% threshold shall not apply to any shares purchased by Zhong Hui Holding Limited, which we refer to as our “Sponsor,” purchased in our IPO. Holders of our outstanding public warrants and units do not have redemption rights in connection with the Business Combination. Holders of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. The holders of shares of JM Global common stock issued prior to our IPO, which we refer to as “founder shares,” have agreed to retain their founder shares and placement shares for all periods relevant to our stockholder vote on the Business Combination Proposal and waive their redemption rights in connection with the consummation of the Business Combination with respect to their founder shares and the placement shares included in the placement units purchased in connection with the IPO, and any such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Additionally, of the 3,000,000 units that our Sponsor purchased in our IPO, our Sponsor has agreed to hold at least 650,000 (as reduced from the initially agreed 1,000,000) of the shares included in such units through the consummation of our initial business combination and not seek redemption in connection therewith; the remaining 2,350,000 may be redeemed on the same terms as the public shares.

 

We are providing this proxy statement, accompanying proxy card and our Annual Report on Form 10-K for the year ended December 31, 2016 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 our Annual Report on Form 10-K carefully. Please pay particular attention to the section entitled “Risk Factors” commencing on page 35 of this proxy statement.

After careful consideration, our board of directors has unanimously approved and adopted the Share Exchange Agreement and unanimously recommends that our stockholders vote FOR adoption and approval of the Business Combination 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 “The Business Combination Proposal — Certain Benefits of JM Global’s Directors and Officers and Others in the Business Combination.”

Approval of the Business Combination Proposal and Charter 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. Approval of the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the special meeting. The boards of directors of Sunlong and JM Global have already approved the Business Combination. Currently, our Sponsor, certain of its affiliates and our officers and directors own approximately 81.5% of our issued and outstanding shares of common stock, including all of the founder shares and placement shares. Our Sponsor and other initial stockholders have agreed to vote any shares of JM Global common stock owned by them in favor of the proposals described in the accompanying proxy statement. Following the redemption of 963,112 shares of common stock in connection with the Extension Meeting, our initial shareholders hold a majority of the total issued and outstanding shares of common stock of JM Global, and, pursuant to the above-mentioned agreement, will vote all such shares in favor of the Business Combination. Assuming that all 4,562,500 of the shares (including the founder shares and placement shares) held by our initial shareholders are properly cast and are voted in favor of the Business Combination Proposal and all other proposals, such votes will be sufficient to meet the requisite vote for approval of all proposals.

Based on funds in the trust account of approximately $40.4 million on September 30, 2017 following the July 27, 2017 redemption of 963,112 shares of common stock with a total amount of $9.6 million in connection with the Extension Meeting, the estimated per share redemption price would have been approximately $10.00.

Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible by completing, signing, dating and returning 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 is the equivalent of a vote “AGAINST” the Business Combination Proposal and the Charter Proposals but, assuming a quorum is otherwise validly established, will have no effect on the other proposals to be considered at the special meeting. The transactions contemplated by the Share Exchange Agreement will be consummated only if the Business Combination Proposal and, unless waived by CaymanCo, the Director Election Proposal are approved at the special meeting. In addition, (i) the Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Charter Proposals and (ii) the Charter Proposals are conditioned on the approval of the Business Combination Proposal.

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 described in the accompanying proxy statement. If you fail to return your proxy card 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 Business Combination Proposal and the Charter Proposals. 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 REDEMPTION RIGHTS, YOU MUST AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL AND DEMAND THAT JM GLOBAL REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO JM GLOBAL’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 THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND ANY SHARE CERTIFICATES DELIVERED BY YOU TO THE TRANSFER AGENT WILL BE RETURNED TO YOU. 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.

         , 2017

 

Sincerely,

 

 

 

 

 

/s/ Qi (Jacky) Zhang

 

 

Qi (Jacky) Zhang Chairman of the Board

This proxy statement is dated          , 2017, and is first being mailed to stockholders of the Company on or about          , 2017.

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.

 

JM GLOBAL HOLDING COMPANY
1615 South Congress Avenue
Suite 103
Delray Beach, Florida 33445

NOTICE OF SPECIAL MEETING IN LIEU OF 2017 ANNUAL MEETING
OF STOCKHOLDERS OF JM GLOBAL HOLDING COMPANY

To Be Held on          , 2017

To the Stockholders of JM Global Holding Company:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2017 annual meeting of stockholders (the “special meeting”) of JM Global Holding Company, a Delaware corporation (“we,” “us,” “our,” “JM Global” or the “Company”), will be held on          , 2017, at           Eastern time, at the offices of Ellenoff Grossman & Schole LLP, New York, New York 10105. 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 a share exchange agreement (the “Share Exchange Agreement”) dated August 28, 2017 (the “Exchange Agreement”) providing for the acquisition by us of all of the outstanding issued shares and other equity interests in China Sunlong Environmental Technology Inc. (“CaymanCo”), which primarily conducts its business through its two indirect wholly owned subsidiaries, Hubei Shengrong Environmental Protection Energy-Saving Science and Technology Co. Ltd. (“Hubei Shengrong”) and Tianjin Commodity Exchange Company Limited (“Tianjin Commodity”), from the shareholders of CaymanCo (“Sellers”). We refer to CaymanCo and its consolidated subsidiaries hereafter collectively as “Sunlong,” and we refer to such merger and the other transactions contemplated by the Share Exchange Agreement collectively hereafter as the “Business Combination.”

The Charter Proposals — to approve and adopt separate proposals for amendments to the Company’s amended and restated certificate of incorporation (the “existing charter”) to:

(2)      Proposal 2 — increase the Company’s authorized common stock and preferred stock (“Proposal 2”);

(3)      Proposal 3 — change the Company’s name from “JM Global Holding Company” to “TMSR Holding Company Limited” (“Proposal 3”);

(4)      Proposal 4 – eliminate the classification of the Board and make certain related changes (“Proposal 4”);

(5)      Proposal 5 — providing for certain additional changes, including designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions and making the Company’s corporate existence perpetual, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company (“Proposal 5”);

(6)      Proposal 6 – to consider and vote upon a proposal to elect seven individuals to serve as directors on our board of directors until the 2018 annual meeting of stockholders or until their respective successors are duly elected and qualified (the “Director Election Proposal”);

(7)      Proposal 7 — to consider and vote upon a proposal to approve and adopt the TMSR Holding Company Limited 2017 Long-Term Incentive Plan (the “Incentive Plan Proposal”); and

(8)      Proposal 8 — 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 Director Election Proposal (the “Adjournment Proposal”).

Only holders of record of our common stock at the close of business on          , 2017 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.

 

In connection with the Company’s July 27, 2017 meeting of shareholders to, among other things, approve an extension of the date before which the Company must complete an initial business combination from July 29, 2017 to January 29, 2018 (the “Extension Meeting”), a total of 963,112 shares of common stock were redeemed.

Pursuant to the existing charter, we will provide our public stockholders with the opportunity to redeem, upon the closing of the transactions contemplated by the Share Exchange Agreement, shares of JM Global 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 Share Exchange Agreement) in the trust account that holds the proceeds (less taxes payable or amounts released to us for working capital) of our initial public offering that closed on July 29, 2015 (the “IPO”). For illustrative purposes, based on funds in the trust account of approximately $40.4 million on September 30, 2017 following the redemption of 963,112 shares of common stock with a total amount of $9.6 million in connection with the Extension Meeting (and approximately $0.3 million of which had been withdrawn as of such date for taxes and working capital purposes), the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem 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, of 20% or more of the outstanding public shares (the “20% threshold”); provided, however, that such 20% threshold shall not apply to any shares purchased by Zhong Hui Holding Limited, which we refer to as our “Sponsor,” purchased in our IPO. The holders of shares of JM Global common stock issued prior to our IPO ( “founder shares”) have agreed to retain their founder shares and placement shares for all periods relevant to our stockholder vote on the Business Combination Proposal and waive their redemption rights in connection with the consummation of the Business Combination with respect to their founder shares and the placement shares included in the placement units purchased in connection with the IPO, and any such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Additionally, of the 3,000,000 units that our Sponsor purchased in our IPO, our Sponsor has agreed to hold at least 650,000 (as reduced from the initially agreed 1,000,000) of the shares included in such units through the consummation of our initial business combination and not seek redemption in connection therewith; the remaining 2,350,000 may be redeemed on the same terms as the public shares. Currently, Zhong Hui Holding Limited, certain of its affiliates and our officers and directors own approximately 81.5% of our issued and outstanding shares of common stock, including all of the founder shares and placement shares.

The transactions contemplated by the Share Exchange Agreement will be consummated only if the Business Combination Proposal and, unless waived by CaymanCo, the Director Election Proposal are approved at the special meeting. In addition, (i) the Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Charter Proposals and (ii) the Charter 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 in the proxy statement.

Each redemption of shares of our outstanding common stock by our public stockholders will decrease the amount in our trust account, which held approximately $40.4 million on September 30, 2017 (and approximately $0.3 million of which was withdrawn as of such date for taxes and working capital purposes). The issuance of 20% or more of our outstanding common stock pursuant to the Share Exchange Agreement is contingent upon stockholder approval and the closing of the Business Combination Proposal.

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 and the accompanying Annual Report on Form 10-K for the year ended December 31, 2016 carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com.

 

 

By Order of the Board of Directors,

 

 

 

         , 2017

 

Sincerely,

 

 

 

 

 

/s/ Qi (Jacky) Zhang

 

 

Qi (Jacky) Zhang
Chairman of the Board

 

TABLE OF CONTENTS

SUMMARY TERM SHEET

 

1

FREQUENTLY USED TERMS

 

6

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

 

8

SUMMARY OF THE PROXY STATEMENT

 

19

SELECTED HISTORICAL FINANCIAL INFORMATION OF JM GLOBAL

 

30

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF SUNLONG

 

31

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

32

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

34

RISK FACTORS

 

35

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

67

COMPARATIVE PER SHARE INFORMATION

 

75

SPECIAL MEETING IN LIEU OF 2017 ANNUAL MEETING OF JM GLOBAL STOCKHOLDERS

 

76

THE BUSINESS COMBINATION PROPOSAL

 

82

The Share Exchange Agreement

 

82

Background of the Business Combination

 

90

JM Global’s Board of Directors’ Reasons for the Approval of the Business Combination

 

95

Satisfaction of 80% Test

 

98

Description of Fairness Opinion of Highline Research Advisors LLC

 

98

Certain Company Projected Financial Information

 

103

Certain Benefits of JM Global’s Directors and Officers and Others in the Business Combination

 

105

Potential Purchases of Public Shares

 

105

Total Shares of JM Global Common Stock to be Issued in the Business Combination

 

106

Sources and Uses for the Business Combination

 

107

Board of Directors of JM Global Following the Business Combination

 

107

Certificate of Incorporation

 

107

Name; Headquarters

 

108

Redemption Rights

 

108

Appraisal Rights

 

108

Accounting Treatment

 

108

Material U.S. Federal Income Tax Considerations for Stockholders Exercising
Redemption Rights

 

108

Vote Required for Approval

 

112

Recommendation of the Board

 

112

THE CHARTER PROPOSALS

 

113

Vote Required for Approval

 

116

Recommendation of the Board

 

117

DIRECTOR ELECTION PROPOSAL

 

118

Vote Required for Approval

 

119

Recommendation of the Board

 

119

INCENTIVE PLAN PROPOSAL

 

120

Vote Required for Approval

 

123

Recommendation of the Board

 

123

THE ADJOURNMENT PROPOSAL

 

124

Vote Required for Approval

 

124

Recommendation of the Board

 

124

INFORMATION ABOUT JM GLOBAL

 

125

JM GLOBAL MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

134

i

INFORMATION ABOUT SUNLONG

 

140

EXECUTIVE AND DIRECTOR COMPENSATION OF SUNLONG

 

157

SUNLONG MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

159

MANAGEMENT AFTER THE BUSINESS COMBINATION

 

171

DESCRIPTION OF SECURITIES

 

176

BENEFICIAL OWNERSHIP OF SECURITIES

 

185

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

187

PRICE RANGE OF SECURITIES AND DIVIDENDS

 

190

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

191

APPRAISAL RIGHTS

 

191

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

191

TRANSFER AGENT AND REGISTRAR

 

192

SUBMISSION OF STOCKHOLDER PROPOSALS

 

192

FUTURE STOCKHOLDER PROPOSALS

 

192

WHERE YOU CAN FIND MORE INFORMATION

 

193

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

F-1

ANNEXES

 

 

Annex A — Share Exchange Agreement

 

A-1

Annex B — Fairness Opinion of Highline Research Advisors LLC

 

B-1

Annex C — Second Amended and Restated Certificate of Incorporation of JM Global Holding Company

 

C-1

Annex D — TMSR Holding Company Limited 2017 Long-Term Incentive Plan

 

D-1

ii

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. You should also read carefully the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. In addition, for definitions of terms commonly used throughout this proxy statement, including this Summary Term Sheet, see the section entitled “Frequently Used Terms.”

         JM Global 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 5,599,388 shares of JM Global common stock issued and outstanding, consisting of 4,036,888 shares originally sold as part of units in JM Global’s IPO, 250,000 shares included in the placement units issued to our Sponsor in a private placement simultaneously with the consummation of JM Global’s IPO, and 1,312,500 founder shares that were issued to our Sponsor prior to JM Global’s IPO and are held by our initial stockholders.

         In addition, there currently are 5,250,000 warrants of JM Global outstanding, consisting of 5,000,000 public warrants originally sold as part of units in JM Global’s IPO and 250,000 placement warrants included in the placement units issued to our Sponsor in a private placement simultaneously with the consummation of JM Global’s IPO. Each warrant entitles the holder thereof to purchase one-half of one share of JM Global’s common stock at a price of $5.75 per half share ($11.50 per whole share), subject to adjustment. Warrants may be exercised only for a whole number of shares of JM Global’s common stock. No fractional shares will be issued upon exercise of the warrants. The public warrants will become exercisable 30 days after the completion of JM Global’s initial business combination and will expire at 5:00 p.m., New York time, five years after the completion of JM Global’s initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, JM Global may redeem the outstanding warrants at a price of $0.01 per warrant, provided that the last sale price of JM Global’s common stock equals or exceeds $24.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day before JM Global sends the notice of redemption to the warrant holders and certain other conditions are met. The placement warrants, however, are non-redeemable and may be exercised on a cashless basis so long as they are held by our Sponsor or its permitted transferees.

         In addition, there currently are: (i) options to purchase 6,000 shares of JM Global common stock outstanding, which options were issued to two JM Global directors and are exercisable at a price of $9.79 per share commencing six months after completion of JM Global’s initial business combination and expiring five years thereafter, and (ii) a unit purchase option held by the underwriter in JM Global’s IPO, which option entitles the holder to purchase up to 400,000 shares of common stock and 400,000 warrants to purchase 200,000 shares at $11.50 per full share, at any time after completion of JM Global’s initial business combination until July 23, 2020. For more information about JM Global and its securities, see the sections entitled “Information About JM Global,” “JM Global Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Securities.”

         Sunlong, through its two indirect subsidiaries, focuses on the research, development, production and sale of an array of solid waste recycling systems for the mining and industrial sectors and iron ore trading, wine import and resale, and agarwood trading in the PRC. For more information about Sunlong, see the sections entitled “Information About Sunlong,” “Sunlong Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Management After the Business Combination” and “Risk Factors — Risk Factors Relating to Sunlong’s Business and Operations.”

         Pursuant to the Share Exchange Agreement, dated as of August 28, 2017, as it may be amended (the “Share Exchange Agreement”), by and among the Company, CaymanCo, Zhong Hui Holding Limited,

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in its capacity thereunder as the representative from and after the closing for the shareholders of the Company other than the Sellers and their successors and assigns (the “Purchaser Representative”), the stockholders of CaymanCo (the “Sellers”), and Chuanliu Ni, solely in his capacity as the representative of the Sellers (the “Seller Representative”), and the transactions contemplated thereby, we agreed to issue to the Sellers, in exchange for 100% of the outstanding capital stock of CaymanCo, a number of shares of our common stock (the “Exchange Shares”) at $10.00 per share based on an adjusted equity valuation of CaymanCo (the “Adjusted Equity Value”) determined by starting with a base valuation of $92.0 million, deducting the amount of indebtedness (net of cash) of Sunlong as of the closing, deducting the amount of unpaid transaction expenses incurred by Sunlong, and increasing (or decreasing if negative) such valuation to the extent that the net working capital (excluding indebtedness, cash and transaction expenses) of Sunlong as of the closing is greater than $26.55 million. We refer to CaymanCo and its consolidated subsidiaries hereafter collectively as “Sunlong,” and we refer to such share exchange and the other transactions contemplated by the Share Exchange Agreement collectively hereafter as the “Business Combination.” For more information about the transactions contemplated by the Share Exchange Agreement, which is referred to herein as the “Business Combination,” see the section entitled “The Business Combination Proposal” and the copy of the Share Exchange Agreement attached to this proxy statement as Annex A.

         Ten percent (10%) of the Exchange Shares (“Escrow Shares”) will be deposited in escrow at the closing of the Business Combination (which is also referred to herein as the closing) and subject to forfeiture back to us (along with dividends and other earnings otherwise payable with respect to such Escrow Shares) in the event that the Purchaser Representative successfully brings an indemnification claim under the Exchange Agreement on behalf of our shareholders. The Exchange Shares, including the Escrow Shares, will be allocated among the Sellers pro-rata based on each Seller’s ownership of the Company prior to the closing.

         Based on funds in the trust account of approximately $40.4 million on September 30, 2017 following the redemption of 963,112 shares of common stock with a total amount of $9.6 million in connection with the Extension Meeting. For additional information regarding sources and uses for funding the Business Combination, see “The Business Combination Proposal — Sources and Uses for the Business Combination.” For more information on the Company’s shares, see the section entitled “The Business Combination Proposal — Total Shares of JM Global Common Stock to be Issued in the Business Combination.” For more information about the Share Exchange Agreement and related transaction agreements, see the section entitled “The Business Combination Proposal — The Share Exchange Agreement.”

         It is anticipated that, following completion of the Business Combination assuming that (i) there are no redemptions in connection with the closing, (ii) the Adjusted Equity Value, based on the unaudited pro forma financial statements included in this proxy statement, is equal to $90,134,740, such that a total of 9,013,474 Exchange Shares would be issued at the closing, with 10% of such Exchange Shares being deposited in escrow as Escrow Shares, and (iii) the Escrow Shares are deemed to be outstanding and owned by the Sellers while held in escrow, JM Global’s public stockholders will retain an ownership interest (excluding those public shares held by our sponsor) of approximately 7.1% in JM Global and our initial stockholders and affiliates will retain an ownership interest of approximately 31.2% in JM Global. If any of JM Global’s stockholders (including our Sponsor, who has the right to redeem up to 2,350,000 public shares it purchased in our IPO), exercise their redemption rights, the ownership interest in JM Global of JM Global’s public stockholders will decrease and the ownership interest in JM Global of our initial stockholders, including our Sponsor, will increase. These ownership percentages with respect to JM Global following the Business Combination also do not take into account (i) the issuance of any shares upon completion of the Business Combination under the proposed Incentive Plan, or (ii) any warrants, options, convertible debt or other convertible securities of JM Global that are issued and outstanding as of the date hereof. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by JM Global’s existing stockholders in JM Global will be different. See “Summary of the Proxy Statement — Impact of the Business Combination on JM Global’s Public Float” for further information.

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         Our management and board of directors considered various factors in determining whether to approve the Share Exchange Agreement and the transactions contemplated thereby and that the value of the Business Combination is equal to at least 80% of the balance in the trust account (excluding taxes payable on interest earned and released to us for working capital purposes). For more information about our decision-making process, see the section entitled “The Business Combination Proposal — JM Global’s Board of Directors’ Reasons for the Approval of the Business Combination.”

         Pursuant to our existing amended and restated certificate of incorporation (the “existing charter”), in connection with the Business Combination, holders of our public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the existing charter. Following the redemption of 963,112 public shares in connection with the Extension Meeting, the pro rata portion of the funds available in the trust account for the remaining public shares was approximately $10.00 per share. If a holder exercises its redemption 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 any future growth of the Company. 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 redemption 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 in Lieu of 2017 Annual Meeting of JM Global Stockholders — Redemption Rights.”

         In addition to voting on the Business Combination Proposal, at the special meeting, the stockholders of JM Global will be asked to vote upon:

         The Charter Proposals — to approve and adopt separate proposals for amendments to the existing charter, all as reflected in the proposed second amended and restated certificate of incorporation of the Company (the “proposed charter”) attached hereto as Annex C:

         Proposal 2 — increase the Company’s authorized common stock and preferred stock (“Proposal 2”);

         Proposal 3 — change the Company’s name from “JM Global Holding Company” to “TMSR Holding Company Limited” (“Proposal 3”);

         Proposal 4 — eliminate the classification of the Board and make certain related changes (“Proposal 4”); and

         Proposal 5 — provide for certain additional changes, including designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions and making the Company’s corporate existence perpetual, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company (“Proposal 5” and each of Proposals 2, 3, 4 and 5, a “Charter Proposal” and collectively, the “Charter Proposals”);

         Proposal 6 — consider and vote upon a proposal to elect seven individuals to serve as directors on our board of directors until the 2018 annual meeting of stockholders or until their respective successors are duly elected and qualified (the “Director Election Proposal”);

         Proposal 7 — to consider and vote upon a proposal to approve and adopt the Incentive Plan (the “Incentive Plan Proposal”); and

         Proposal 8 — 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 Director Election Proposal (the “Adjournment Proposal”).

         The transactions contemplated by the Share Exchange Agreement will be consummated only if the Business Combination Proposal and, unless waived by CaymanCo, the Director Election Proposal are approved at the special meeting. In addition, (i) the Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Charter Proposals and (ii) the Charter 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 in this proxy statement.

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         Six incumbent directors of JM Global, Qi (Jacky) Zhang, Tim Richerson, Peter Nathanial, Kurt Jetta, Donliang Qu and Arthur Drogue, have informed us that they will resign from our board of directors upon closing of the Business Combination. Our board of directors intends to nominate seven directors for election at the special meeting (including one incumbent director of JM Global and five persons who are presently members of Sunlong’s board of directors) and to fill the vacancies created by such resignations. If all director nominees are elected and the Business Combination is consummated, our board of directors will consist of one incumbent director, Xiaoguang Liu, five existing Sunlong directors, Chuanliu Ni, Jiazhen Li, Hongqiang Qu, Junxi Zhang and Xiaonian Zhang, and one newly appointed director. See the sections entitled “Director Election Proposal” and “Management After the Business Combination.”

         Unless waived by the parties to the Share Exchange Agreement, in accordance with applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Share Exchange Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement. For more information about the closing conditions to the Business Combination, see the section entitled “The Business Combination Proposal — The Share Exchange Agreement — Conditions to Closing of the Business Combination.”

         The Share Exchange Agreement may be terminated at any time prior to the consummation of the Business Combination upon agreement of the parties thereto, or by Sunlong or the Company acting alone, in specified circumstances. For more information about the termination rights under the Share Exchange Agreement, see the section entitled “The Business Combination Proposal — The Share Exchange Agreement — Termination.”

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

         In considering the recommendation of JM Global’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 our Sponsor and our officers and directors paid an aggregate of approximately $2.5 million for their founder shares and placement units and such securities should have a significantly higher value at the time of the Business Combination. However, the placement warrants comprising the placement units will expire worthless if we do not complete an initial business combination. As a result, our Sponsor (and its members, including our executive officers and directors) have a financial incentive to see the Business Combination consummated rather than lose whatever value is gained on the founder shares and placement shares, as well as any value attributable to the placement warrant;

         the fact that our Sponsor has loaned the Company an aggregate of $140,500, which is due on demand. Additionally, our Sponsor and its affiliates may (but are not obligated to) loan us additional funds to fund our working capital requirements ant transaction costs. Any part or all of such loans may be converted into additional warrants at $0.50 per warrant (a maximum of 1,000,000 warrants if up to $500,000 is loaned and that amount is converted into warrants) of the post-business combination entity at the option of our Sponsor. These warrants will be identical to the private warrants issued in a private placement in connection with Company’s IPO;

         the fact that Dr. Ni, an affiliate of Sunlong, has advanced us a total of $126,880 to the Company for working capital purposes, which is non-interest bearing, unsecured and due on demand;

         the fact that at the closing of the Business Combination, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

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and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf;

         if JM Global is unable to complete a business combination within the required time period, our Chairman of the Board 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 JM Global for services rendered or contracted for or products sold to JM Global, but only if such a vendor or target business has not executed a waiver of claims against the trust account and except as to any claims under our indemnity of the underwriter in our IPO; 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.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination and the transactions contemplated thereby. These interests were considered by our Board when our Board approved 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” and “JM Global” refer to JM Global Holding Company, and the terms “combined company” and “post-combination company” refer to JM Global and its subsidiaries, including Sunlong, following the consummation of the Business Combination.

In this document:

“Board” means the board of directors of JM Global.

“Business Combination” means the acquisition by us of all of the outstanding capital stock of CaymanCo pursuant to the Share Exchange Agreement.

“CaymanCo” means China Sunlong Environmental Technology Inc., a Cayman Islands business company with limited liability.

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

“Exchange Shares” means the shares of JM Global common stock to be issued to the Sellers in exchange for 100% of the equity interests of CaymanCo.

“existing charter” means our amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware on July 23, 2015.

“founder shares” means the 1,312,500 shares of JM Global common stock issued to our Sponsor prior to our IPO, including any shares transferred to our directors, officers and affiliates and the forfeiture of 192,188 shares as a result of the underwriters’ overallotment option in our IPO not being exercised in full.

“JM Global” means JM Global Holding Company, a Delaware corporation.

“JM Global common stock” or “our common stock” means common stock, par value $0.0001 per share, of JM Global.

“initial stockholders” means our Sponsor, each of our current officers and directors, and their respective affiliates, in each case, that hold founder shares.

“IPO” means the initial public offering of JM Global units, each comprised of one share of common stock and one warrant, consummated on July 29, 2015 with respect to 5,000,000 units at $10.00 per unit.

“Share Exchange Agreement” means the Share Exchange Agreement, dated as of August 28, 2017, as it may be amended, by and among the Company, our Sponsor, as the Purchaser Representative, CaymanCo, the shareholders of CaymanCo, and Chuanliu Ni, solely in his capacity as the Seller Representative.

“placement shares” means the 250,000 shares of common stock included in the placement units purchased separately by our Sponsor in the private placement that closed concurrently with our IPO.

“placement units” means the 250,000 units issued to our Sponsor in connection with the IPO.

“placement warrants” means the warrants to purchase an aggregate of 125,000 shares of our common stock included within the placement units purchased separately by our Sponsor in the private placement that closed concurrently with our IPO.

“PRC” means the People’s Republic of China.

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

“public shares” means shares of JM Global common stock issued in our IPO (whether they were purchased in the IPO or thereafter in the open market).

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“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 2,350,000 of the 3,000,000 public shares held by them.

“public warrants” means the warrants issued in JM Global’s IPO, each of which is exercisable for one-half of one share of JM Global common stock, in accordance with its terms.

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

“Sellers” means the shareholders of CaymanCo.

“Share Exchange Agreement” means that certain Share Exchange Agreement, dated as of August 28, 2017, as it may be amended, by and among the Company, CaymanCo, Zhong Hui Holding Limited, in its capacity thereunder as the representative from and after the closing for the shareholders of the Company other than the Sellers and their successors and assigns (the “Purchaser Representative”), the Sellers, and Chuanliu Ni, solely in his capacity as the representative of the Sellers, pursuant to which we agreed to issue the Exchange Shares to the Sellers, in exchange for 100% of the outstanding capital stock of CaymanCo.

“special meeting” means the special meeting in lieu of the 2017 annual meeting of stockholders of JM Global that is the subject of this proxy statement.

“Sponsor” means Zhong Hui Holding Limited, a Delaware limited liability company.

“Sunlong” means CaymanCo and its consolidated subsidiaries, taken together.

“Warrants” means the placement warrants and the public warrants, taken together.

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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. You should also read carefully the accompanying Annual Report on Form 10-K for the year ended December 31, 2016.

Q:      Why am I receiving this proxy statement?

A:      Our stockholders are being asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve a Share Exchange Agreement (the “Share Exchange Agreement”) providing for the acquisition by us of all of the outstanding capital stock of China Sunlong Environmental Technology Inc. (“CaymanCo”). CaymanCo, through its subsidiaries, conducts its business under the “Hubei Shengrong Environmental Protection Energy-Saving Science and Technology Co. Ltd.” and “Tianjin Commodity Exchange Co., Ltd.” We refer to CaymanCo and its consolidated subsidiaries hereafter collectively as “Sunlong,” and we refer to such merger and the other transactions contemplated by the Share Exchange Agreement collectively hereafter as the “Business Combination.”

Pursuant to the Exchange Agreement, in exchange for 100% of the equity interests of CaymanCo, we agreed to issue to the Sellers a number of shares (the “Exchange Shares”) of our common stock at $10.00 per share based on an adjusted equity valuation of CaymanCo (the “Adjusted Equity Value”) determined by starting with a base valuation of $92.0 million, deducting the amount of indebtedness (net of cash) of Sunlong as of the closing, deducting the amount of unpaid transaction expenses incurred by Sunlong, and increasing (or decreasing if negative) such valuation to the extent that the net working capital (excluding indebtedness, cash and transaction expenses) of Sunlong as of the closing is greater than $26.55 million. 10% of the Exchange Shares to be issued at the closing will be deposited in escrow (the “Escrow Shares”) to support certain Seller indemnification obligations under the Exchange Agreement. A copy of the Exchange Agreement is attached hereto as Annex A.

It is anticipated that, following completion of the Business Combination, assuming that (i) there are no redemptions in connection with the closing, (ii) the Adjusted Equity Value, based on the unaudited pro forma financial statements included in this proxy statement, is equal to $90,134,740, such that a total of 9,013,474 Exchange Shares would be issued at the closing, with 10% of such Exchange Shares being deposited in escrow as Escrow Shares, and (iii) the Escrow Shares are deemed to be outstanding and owned by the Sellers while held in escrow, JM Global’s existing stockholders, including our Sponsor, will retain an ownership interest of approximately 38.3% of the Company, and CaymanCo existing stockholders will own approximately 61.7% of our outstanding common stock. These percentages are calculated based on a number of assumptions (as described below) and are subject to adjustment in accordance with the terms of the Share Exchange Agreement.

Our common stock, units and warrants are currently listed on The NASDAQ Capital Market (“NASDAQ”) under the symbols WYIG,” “WYIGU” and “WYIGW,” respectively. We plan to apply to continue the listing of our common stock and warrants on NASDAQ under the new symbols “TMSR” and “TMSRW,” respectively, upon the closing of the Business Combination. At the closing, our units will separate into their component shares of JM Global common stock, par value $0.0001 per share (“JM Global common stock”), and warrants to purchase one-half of one share of JM Global common stock, and the units will cease trading.

This proxy statement and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. You should read this proxy statement and its annexes carefully and in their entirety. You should also read carefully the accompanying Annual Report on Form 10-K for the year ended December 31, 2016.

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

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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 Share Exchange Agreement (this proposal is referred to herein as the “Business Combination Proposal”);

To approve and adopt the following separate proposals for amendments to the Company’s existing charter:

2.       To increase the Company’s authorized common stock and preferred stock (this proposal is referred to herein as “Proposal 2”);

3.       To change the Company’s name from “JM Global Holding Company” to “TMSR Holding Company Limited” (this proposal is referred to herein as “Proposal 3”);

4.       To eliminate the classification of the Board and make certain related changes (this proposal is referred to herein as “Proposal 4”); and

5.       To provide for certain additional changes, including designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions and making the Company’s corporate existence perpetual, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company (this proposal is referred to herein as “Proposal 5”);

Each of Proposals 2, 3, 4 and 5, a “Charter Proposal” and collectively, the “Charter Proposals.”

5.       To elect seven individuals to serve as directors on our board of directors until the 2018 annual meeting of stockholders or until their respective successors are duly elected and qualified (this proposal is referred to herein as the “Director Election Proposal”);

6.       To approve and adopt the Incentive Plan, a copy of which is attached hereto as Annex D (this proposal is referred to herein as the “Incentive Plan Proposal”); and

7.       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, the Charter Proposals or the Director Election Proposal (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, the Charter Proposals or the Director Election Proposal.

Q:      Are the proposals conditioned on one another?

A:      The transactions contemplated by the Share Exchange Agreement will be consummated only if the Business Combination Proposal and, unless waived by CaymanCo, the Director Election Proposal are approved at the special meeting. In addition, (i) the Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Charter Proposals and (ii) the Charter 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 in the proxy statement. Although our initial stockholders hold a majority of our total issued and outstanding shares of common stock, and, assuming that all 4,562,500 of the shares (including the founder shares and placement shares) held by our initial stockholders are properly cast and are voted in favor of the Business Combination Proposal and all other proposals, such votes will be sufficient to meet the requisite vote for approval of all proposals. Notwithstanding the foregoing, it is important for you to note that in the event that the Business Combination Proposal or the Director Election Proposal does not receive the requisite vote for approval, then (absent a waiver by CaymanCo with respect to the Director Election Proposal) we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by January 29, 2018 (subject to the requirements of law), we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.

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Q:      Why is JM Global providing stockholders with the opportunity to vote on the Business Combination?

A:      Under the existing charter, we must provide all holders of public shares (other than 650,000 public shares held by our Sponsor, which has agreed not to redeem such shares) with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. We are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of our Business Combination.

Q:      What will happen in the Business Combination?

A:      At the closing of the Business Combination, JM Global will acquire all the outstanding ordinary shares of CaymanCo, and CaymanCo will become our direct wholly-owned subsidiary. Ordinary shares of CaymanCo will be exchanged for the Exchange Shares.

Q:      What equity stake will (i) current JM Global stockholders hold in the Company after the closing of the Business Combination and (ii) JM Global hold in Sunlong after the closing of the Business Combination?

A:      It is anticipated that, following completion of the Business Combination assuming that (i) there are no redemptions in connection with the closing, (ii) the Adjusted Equity Value, based on the unaudited pro forma financial statements included in this proxy statement, is equal to $90,134,740, such that a total of 9,013,474 Exchange Shares would be issued at the closing, with 10% of such Exchange Shares being deposited in escrow as Escrow Shares, and (iii) the Escrow Shares are deemed to be outstanding and owned by the Sellers while held in escrow, JM Global’s public stockholders will retain an ownership interest (excluding those public shares held by our sponsor) of approximately 7.1% of JM Global and our initial stockholders and affiliates will retain an ownership interest of approximately 31.2% of JM Global. If any of JM Global’s stockholders exercise their redemption rights, the ownership interest in JM Global of JM Global’s public stockholders will decrease and the ownership interest in JM Global of our initial stockholders, including our Sponsor, will increase. If 83.9% of JM Global’s public stockholders exercise their redemption rights, of which our Sponsor exercises its redemption rights for 2,350,000 shares that it purchased in our IPO, no JM Global public stockholders (excluding those public shares held by our Sponsor) will retain any ownership interest in JM Global, and our initial stockholders and affiliates will retain such number of founder shares, placement shares and public shares resulting in an ownership interest of approximately 19.7% of JM Global. Upon the closing of the Business Combination, JM Global will own 100% of the outstanding common stock of CaymanCo. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by JM Global’s existing stockholders in JM Global will be different (with our Sponsor and its affiliate, above certain redemption levels, owning a majority of our outstanding shares of common stock). These ownership percentages with respect to JM Global following the Business Combination do not take into account (i) the issuance of any shares upon completion of the Business Combination under the proposed Incentive Plan, or (ii) any warrants, options, convertible debt or other convertible securities of JM Global that are issued and outstanding as of the date hereof (see the section entitled “Summary Term Sheet” for a discussion of all JM Global securities that are currently outstanding). If the actual facts are different than these assumptions, the percentage ownership retained by JM Global’s existing stockholders in JM Global will be different. See “Summary of the Proxy Statement — Impact of the Business Combination on JM Global’s Public Float” for further information.

Q:      What conditions must be satisfied to complete the Business Combination?

A:      There are a number of closing conditions in the Share Exchange Agreement, including that our stockholders have approved and adopted the Share Exchange Agreement and, unless waived by CaymanCo, the Director Election Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal — The Share Exchange Agreement — Conditions to Closing of the Business Combination.”

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Q:      Why is JM Global proposing the Charter Proposals?

A:      The proposed charter that we are asking our stockholders to approve in connection with the Business Combination provides for an increase in the number of authorized shares of our common stock and preferred stock, the elimination of the classification of the board of directors, certain additional changes which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company and a consent to personal jurisdiction and service of process. In addition, to the extent that the Incentive Plan is approved, we will need to have additional authorized capital stock. Unless waived by CaymanCo, approval of the Director Election Proposal is a condition to the consummation of the Business Combination pursuant to the Share Exchange Agreement.

Q:      Why is JM Global proposing the Director Election Proposal?

A:      Upon the closing of the Business Combination, all of JM Global’s incumbent directors except Xiaoguang Liu shall resign. The JM Global board has nominated seven directors for a term expiring at the Company’s annual meeting in 2018. See the section entitled “Director Election Proposal” for additional information.

Q:      Why is JM Global proposing the Incentive Plan Proposal?

A:      The purpose of the Incentive Plan is to enable us to offer eligible employees, directors and consultants cash and stock-based incentive awards in order to attract, retain and reward these individuals and strengthen the mutuality of interests between them and our stockholders.

Q:      What happens if I sell my shares of JM Global 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 JM Global 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 redemption 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 JM Global common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

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

A:      The approval of Business Combination Proposal and the Charter Proposals each require the affirmative vote of the holders of a majority of the outstanding shares of our common stock. Accordingly, a JM Global 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.

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 three nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Abstentions and broker non-votes will have no effect on the election of directors.

Approval of the Incentive Plan Proposal and Adjournment Proposal requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the special meeting. Accordingly, a JM Global stockholder’s failure to vote by proxy or to vote in person at the special meeting or the failure of a JM Global stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will result in that stockholder’s shares not being counted towards the number of shares of JM Global common stock required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Incentive Plan Proposal or the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of the Incentive Plan Proposal or the Adjournment Proposal.

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Assuming that all 4,562,500 of the shares (including the founder shares and placement shares) held by our initial stockholders are properly cast and are voted in favor of the Business Combination Proposal and all other proposals, such votes will be sufficient to meet the requisite vote for approval of all proposals.

Q:      May JM Global or the Sponsor, JM Global’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 initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the consummation of the Business Combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We have an insider trading policy which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material nonpublic information and (ii) clear all trades with our legal counsel prior to execution. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

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 Company common stock held of record as of          , 2017, the record date for the special meeting. As of the close of business on the record date, there were 5,599,388 outstanding shares of our common stock. Currently, our Sponsor, certain of its affiliates and our officers and directors own approximately 81.5% of our issued and outstanding shares of common stock, including all of the founder shares and placement shares.

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, the chairman of the special meeting will have the power to adjourn the special meeting. As of the record date for the special meeting, 2,799,694 shares of our common stock would be required to achieve a quorum. Currently, our Sponsor, certain of its affiliates and our officers and directors own approximately 81.5% of our issued and outstanding shares of common stock, including all of the founder shares and placement shares. Assuming that initial stockholders of all of such shares are present in person or represented by proxy, such votes will be sufficient to meet the requisite threshold for quorum.

Q:      How will JM Global’s Sponsor, directors and officers vote?

A:      In connection with our IPO, we entered into agreements with each of our initial stockholders, consisting of the Sponsor, our directors and our executive officers, pursuant to which each agreed to vote any shares of JM Global common stock owned by them in favor of the Business Combination Proposal. At the time of our IPO, our Sponsor agreed to hold 1,000,000 of the 3,000,000 shares it purchased our IPO through the consummation of our initial business combination and not seek redemption in connection therewith. Notwithstanding the foregoing, we have agreed to permit our Sponsor to redeem an additional 350,000 of such non-redeemable shares, such that our Sponsor may redeem up to an aggregate of 2,350,000 shares on the same terms as the public shares. Other than as described above, none of our initial stockholders has purchased any shares during or after our IPO in the open market and neither we nor our initial stockholders have entered into agreements, and are not currently in negotiations, to purchase shares. Currently, our Sponsor, certain of its affiliates and our officers and directors own approximately 81.5% of our issued and outstanding shares of common stock, including all of the founder shares and placement shares. Assuming that all of such shares are properly cast and are voted in favor of the Business Combination Proposal and all other proposals, such votes will be sufficient to meet the requisite vote for approval of all proposals.

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Q:      What interests do JM Global’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 interests. These interests include, among other things:

         the fact that our Sponsor and our officers and directors paid an aggregate of approximately $2.5 million for their founder shares and placement units and such securities should have a significantly higher value at the time of the Business Combination. However, the placement warrants comprising the placement units will expire worthless if we do not complete an initial business combination. As a result, our Sponsor (and its members, including our executive officers and directors) have a financial incentive to see the Business Combination consummated rather than lose whatever value is gained on the founder shares and placement shares, as well as any value attributable to the placement warrant;

         the fact that our Sponsor has loaned the Company an aggregate of $140,500, which is due on demand. Additionally, our Sponsor and its affiliates may (but are not obligated to) loan us additional funds to fund our working capital requirements ant transaction costs. Any part or all of such loans may be converted into additional warrants at $0.50 per warrant (a maximum of 1,000,000 warrants if up to $500,000 is loaned and that amount is converted into warrants) of the post-business combination entity at the option of our Sponsor. These warrants will be identical to the private warrants issued in a private placement in connection with Company’s IPO;

         the fact that Dr. Ni, an affiliate of Sunlong, has advanced us a total of $126,880 to the Company for working capital purposes, which is non-interest bearing, unsecured and due on demand;

         the fact that at the closing of the Business Combination, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf;

         if JM Global is unable to complete a business combination within the required time period, our Chairman of the Board 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 JM Global for services rendered or contracted for or products sold to JM Global, but only if such a vendor or target business has not executed a waiver of claims against the trust account and except as to any claims under our indemnity of the underwriter in our IPO; 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.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination and the transactions contemplated thereby. These interests were considered by our Board when our Board approved 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 and close such transaction by January 29, 2018 (subject to the requirements of law), 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 redemption rights?

A:      If you are a holder of public shares, you may redeem your public shares for 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 taxes payable or amounts released to us for working capital, 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, of 20% or more of the outstanding public shares

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(the “20% threshold”); provided, however, that such 20% threshold shall not apply to any shares purchased by our Sponsor in our IPO. Our Sponsor and initial stockholders have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to their founder shares and placement shares included in the placement units purchased by our Sponsor in connection with the IPO, and any such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Additionally, of the 3,000,000 units our Sponsor purchased in our IPO, our Sponsor has agreed to hold at least 650,000 of the shares included in such units through the consummation of our initial business combination and not seek redemption in connection therewith. For illustrative purposes, based on funds in the trust account of approximately $40.4 million on September 30, 2017 following the redemption of 963,112 shares of common stock with a total amount of $9.6 million in connection with the Extension Meeting (and approximately $0.3 million of which was withdrawn as of such date for taxes and working capital purposes), the estimated per share redemption price would have been approximately $10.00. 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 amounts released for taxes payable, working capital and dissolution expenses) in connection with the liquidation of the trust account. If the Business Combination is not consummated, we may enter into an alternative business combination and close such transaction by January 29, 2018 (subject to the requirements of law).

Q:      As long as I vote on the Business Combination Proposal, will how I vote affect my ability to exercise redemption rights?

A:      No. You may exercise your redemption rights whether you vote your shares of JM Global common stock for or against the Business Combination Proposal or any other proposal described by this proxy statement. As a result, the Share Exchange Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of NASDAQ.

Q:      How do I exercise my redemption rights?

A:      In order to exercise your redemption rights, you must (i) check the box on the proxy card to elect redemption, (ii) check the box on the proxy card marked “Shareholder Certification”, (iii) affirmatively vote either for or against the Business Combination Proposal and, (iv) prior to          , Eastern time on          , 2017 (two business days before the special meeting), (x) submit a written request to our transfer agent that we redeem your public shares for cash, and (y) deliver your stock to our transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, our transfer agent, is listed under the question “Who can help answer my questions?” below.

Any demand for redemption, 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 redemption 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 redemption rights?

A:      JM Global stockholders who exercise their redemption rights to receive cash from the trust account in exchange for their shares of JM Global common stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of JM Global 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 redemption, however, may be treated as a distribution if it does not effect a meaningful reduction in the redeeming stockholder’s percentage ownership in JM Global, taking into account certain attribution rules. 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 JM Global common stock, and any remaining excess will be treated

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as gain realized on the sale or other disposition of the JM Global common stock. See the section entitled “The Business Combination Proposal—Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.”

Q:      If I am a JM Global warrantholder, can I exercise redemption rights with respect to my warrants?

A:      No. The holders of our warrants have no redemption rights with respect to our warrants.

Q:      If I am a JM Global unit holder, can I exercise redemption rights with respect to my units?

A:      No. Holders of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.

If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our transfer agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption 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 JM Global 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) first, to JM Global stockholders who properly exercise their redemption rights, (ii) after all redemption payments are made, the remaining cash balance will be used to pay approximately $0.5 million (of which we currently estimate approximately $0.45 million will be incurred and payable) of fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that are incurred by the Company in connection with the Business Combination, and (iii) after all redemption payments and approximately $0.5 million of such fees, costs and expenses are paid, the remaining cash balance will be used as future working capital and for other general corporate purposes of the combined company.

Q:      What happens if the Business Combination is not consummated?

A:      There are certain circumstances under which the Share Exchange Agreement may be terminated. See the section entitled “The Business Combination Proposal — The Share Exchange Agreement — Termination” for information regarding the parties’ specific termination rights.

If we do not consummate the Business Combination and fail to complete an initial business combination by January 29, 2018 (subject to the requirements of law), the existing charter provides that we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of any interest released to us to for working capital purposes, payment of taxes or dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’

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rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other 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 redeemed their shares in connection with the Business Combination, subject in each case to JM Global’s obligations under the Delaware General Corporation Law (“DGCL”) to provide for claims of creditors and other requirements of applicable law. Holders of our founder shares and placement 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 JM Global’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. For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Proposal — The Share Exchange Agreement — Conditions to Closing of the Business Combination.”

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 also carefully read the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. 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          , 2017, the record date for the special meeting, you may vote with respect to the proposals in person at the special meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting 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. A failure to vote or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Proposals. Additionally, if you abstain from voting or fail to vote at the special meeting, you will not be able to exercise your redemption rights (as described above).

Q:      What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:      Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal described herein and in favor of all director nominees.

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 completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

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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 at the special meeting will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

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 as well as the accompanying Annual Report on Form 10-K for the year ended December 31, 2016. 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:      JM Global will pay the cost of soliciting proxies for the special meeting. JM Global has engaged Advantage Proxy to assist in the solicitation of proxies for the special meeting. JM Global has agreed to pay Advantage Proxy a fee of $7,500 plus expenses, which fee also includes Advantage Proxy acting as the inspector of elections at the special meeting. JM Global will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. JM Global will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of JM Global’s common stock for their expenses in forwarding soliciting materials to beneficial owners of JM Global’s common stock and in obtaining voting instructions from those owners. Our directors and officers 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 or the accompanying Annual Report on Form 10-K for the year ended December 31, 2016, you should contact:

Tim Richerson
JM Global Holding Company
1615 South Congress Avenue
Suite 103
Delray Beach, Florida 33445
(561) 900-3672

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You may also contact our proxy solicitor at:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

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, NY 10004-1561
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.” This proxy statement also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” See “Sunlong Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Factors that Affect Operating Results” below for additional information.

Unless otherwise specified, all share calculations do not take into account (i) the issuance of any shares upon completion of the Business Combination under the proposed Incentive Plan, or (ii) any warrants, options, convertible debt or other convertible securities of JM Global that are issued and outstanding as of the date hereof.

Parties to the Business Combination

JM Global Holding Company

JM Global is a Delaware special purpose acquisition company incorporated on April 10, 2015 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving JM Global and one or more businesses.

JM Global’s securities are traded on The NASDAQ Capital Market (“NASDAQ”) under the ticker symbols “WYIG,” “WYIGU” and “WYIGW.” We intend to apply to continue the listing of our common stock and warrants on NASDAQ under the new symbols “TMSR” and “TMSRW,” respectively, upon the closing of the Business Combination.

The mailing address of JM Global’s principal executive office is 1615 South Congress Avenue, Suite 103 Delray Beach, FL and its phone number is (001) (561) 900-3672.

China Sunlong Environmental Technology Inc.

CaymanCo is a Cayman Island corporation formed on August 31, 2015. CaymanCo has no substantive operations other than holding the equity interest of Shegrong Environmental Protection Company Limited (“Shengrong BVI”) and TJComex International Group Corporation (“TJComex BVI”). Shengrong BVI, a British Virgin Islands company, owns Hong Kong Shengrong Environmental Technology Limited, a Hong Kong registered company (“Shengrong HK”). Shengrong HK in turn owns 100% of the issued and outstanding equity interests in Shengrong Environmental Protection Technology (Wuhan) Co., Ltd. (“Shengrong WFOE”), a wholly foreign-owned enterprise registered in Hubei China, which, since March 2016, owns 100% of the issued and outstanding equity interests in Hubei Shengrong Environmental Protection Energy-Saving Science and Technology Co. Ltd. (“Hubei Shengrong”), a registered company in Hubei, China formed in January 2009. TJComex BVI, a British Virgin Islands company, owns TJComex Hong Kong Company Limited, a Hong Kong registered company (“TJComex HK”). TJComex HK in turn owns 100% of the issued and outstanding equity interests in Tianjin Corro Technological Consulting Co., Ltd. (“TJComex WOFE”), a wholly foreign-owned enterprise registered in Tianjin China, which owns 100% of the issued and outstanding equity interests in Tianjin Commodity Exchange Co., Ltd. (“Tianjin Comex”), a registered company in Tianjin, China formed in 2007. Shengrong BVI and its subsidiaries are referred as “Shengrong” and TJComex BVI and its subsidiaries are referred as “TJComex.” We refer to CaymanCo and all of its consolidated subsidiaries collectively as “Sunlong,”

The mailing address of Sunlong’s principal executive office is A-101 98 Huanghai Road TEDA Tianjin 300457 China and its phone number is 86-22-5982-4800.

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Sunlong Business Overview

Sunlong has two business divisions: Shengrong, which engages in the production and sales of solid waste recycling and comprehensive utilization equipments; and TJComex, which engages in provision of commodity exchange services and ship exchange consulting services. For the years ended December 31, 2015, December 31, 2016 and for the six months ended June 30, 2017, Sunlong generated revenues of approximately $23.9 million, $26.3 million and 24.8 million, respectively.

Shengrong, is focused on the research, development, production and sale of an array of solid waste recycling systems for the mining and industrial sectors in the PRC. Shengrong provides end users in these markets with a clean alternative to traditional waste disposal by significantly reducing solid waste discharge into the environment and enabling such users to extract value from valuable metals and other industrial waste materials.

TJComex is engaged in iron ore trading, wine import and resale, and Agarwood trading. TJComex also generated revenue from ship exchange consulting services during the first quarter 2017 but this may not be the future focus of TJComex. TJComex has obtained initial licenses to establish its commodity exchange platform, and it plans to obtain the relevant specific commodity-specific licenses and cooperate with warehouse and logistics businesses in order to build out electronic commodity exchange platforms. Additionally, if TJComex intends to provide services on these platforms, pursuant to the Administrative Measures on Internet Information Services, TJComex will be required to obtain a license for operation of value-added telecom services of Internet information services with the relevant provincial or municipal-level telecom administrative agency.

For more information about Sunlong, see the sections entitled “Information About Sunlong,” “Sunlong Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management After the Business Combination.”

Sunlong’s Competitive Strengths

Sunlong management believes that the following competitive strengths differentiate it from its competitors and are the key factors to its success:

Shengrong is taking advantage of the trend in the PRC for “green” technology in the mining industry and other industries

Sunlong believes that demand for Shengrong’s products will continue to grow because recently adopted policies in the PRC companies encourage companies in the mining industry and other industries to adopt “green” technology. On March 16, 2016, the National People’s Congress in the PRC issued the Thirteenth Five Year Plan for Economic and Social Development, establishing a fundamental national policy to preserve resources and protect the environment. According to a notification issued by the State Counsel on July 28, 2016, the PRC government identified the need for “green” technology specifically with respect to water and mining resources. In addition, Premier Li, in a governmental work report delivered in 2016, stated that the PRC government will increase the intensity of environmental governance and promote the development of “green” and energy-saving technology in the coming years.

Shengrong is addressing a large unmet market need

According to a Status Bulletin of China Environmental, from 2011 through 2015, approximately 3 billion tons of industrial solid waste were generated annually in the PRC. Approximately 95% of industrial solid waste in the PRC is stored in special facilities and sites, including warehouses for mining slags or tails. However, the cost of storage, disposal and incineration of industrial solid wastes is high. Shengrong is addressing this significant unmet need by providing end users in the solid waste recycling markets with a clean alternative to traditional waste disposal by significantly reducing of solid waste discharge into the environment and enabling such users to extract value from valuable metals and other industrial waste materials.

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Leading provider of recycling technology for solid industrial and mining waste

Using Shengrong’s high-tech systems, end users recycle refractory metal mineral tailings, including but not limited to copper, iron, manganese and molybdenum tailings and aluminum slag, and low grade metal minerals, into valuable metals and construction materials, leaving no waste discharge. Based on their extensive experience in the industry, Shengrong management believes that Shengrong is the leading enterprise in the design, engineering, manufacture and sale of solid waste recycling systems for the mining and industrial sectors in the PRC. Shengrong’s innovative, high efficiency technologies have been recognized by various government and industry agencies, including the PRC Ministry of Land and Resources, the PRC Ministry of Industry and Information and the PRC Ministry of Science and Technology.

Shengrong’s strong in-house research and development capabilities which developed efficient proprietary production technology

Shengrong’s research and development team consists of 7 members as of August 31, 2017, including two members of our senior management team that are recognized as industry experts in China. Shengrong continually pursues technological improvements for its products to its manufacturing processes via the company’s strong in-house R&D team. Shengrong owns two U.S. patents and five patents granted by the State Intellectual Property Office of the PRC, including four invention patents and two utility model patents. Shengrong’s research and development efforts have generated technological advancements that enable end users to both avoid discharging pollutants, and to generate additional revenue by selling the metal byproducts and other byproducts as construction material.

TJComex has stable and long-term relationships with its merchandise sources.

TJComex maintains a strong and long-standing exclusive relationship with its primary supplier of dry red wines based in Virginia. TJComex works closely with this supplier to maintain its reputation as a reliable and affordable wine importer. In China, imported wine is a popular yet relatively expensive product and collectors are very particular about the source of the imported wine. TJComex also has a long-term exclusive contract with the iron ore producer for stable supply of iron ore. TJComex believes its long-term relationships with these sources is a key competitive advantage.

Acquisition of TJComex creates active synergy

Sunlong’s acquisition of TJComex is expected to create active synergy. Management believes a combination of these two companies will broaden Shengrong’s client base and expand its market to outside of China. Shengrong manufactures high-quality solid waste recycling equipment, which has become increasingly popular in the iron and steel manufacture industry. TJComex, as a trading company, has built up a sizeable client base in Chinese iron and steel industry throughout the years. TJComex can utilize its strong marketing capacity and leverage its existing client base to connect Shengrong with additional iron and steel manufacturers who have strong needs for solid waste recycling equipment. Furthermore, TJComex’s management team brings Shengrong the expertise required to navigate through international markets.

Experienced management and operational team

Sunlong’s senior management team and key operating personnel have extensive management and operating experience and industry knowledge. In particular, Sunlong’s Co-Chair of the Board, Ms. Li Jiazhen, won third prize for the 2010 Wuhan City Science and Technology Progress Award and her team won second prize in the 2011 China (Shenzhen) Innovation Tournament. Mr. Chuanliu Ni, Sunlong’s Co-Chair of the Board, has more than two decades of managerial experience with extensive knowledge of international trading. We believe our management team’s experience and in depth knowledge of the Chinese and international markets will enable us to continue to successfully execute our growth strategies. In addition, Sunlong believes that its management team’s strong track record will enable the company to continue to take advantage of market opportunities that may arise.

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Sunlong’s Growth Strategy

JM Global believes Sunlong, under new public ownership, will have greater flexibility and financial resources to pursue a more aggressive and systematic strategy to grow the business while increasing shareholder value by executing the following:

Further expand the markets for the solid waste recycling equipment.

Sunlong will make the best use of Shengrong’s patented technology such as zero-emission manganese tailings utilization project to carry on its solid waste equipment manufacturing service for its Chinese clients. Sunlong management believes being a U.S. public company will provide Sunlong necessary financial resources and marketing opportunity to enable Sunlong to tap into international market. Sunlong plans to expand its customer base in Europe, Asia-Pacific, and the United States. Sunlong believes these regions have a large and robust solid waste recycling market, a concrete need for advanced solid waste recycling equipment, and would benefit from Sunlong’s solid waste recycling equipment manufacturing services.

Further explore the end use of processed solid waste.

Shengrong has experimented applying solid waste byproducts to certain building material manufacture. Certain solid waste byproducts could be used as low-cost yet high-quality raw material for construction materials such as paint, antirust paint, marble-look floor tiles, countertops, stone plastic materials, autoclaved aerated concrete, putty powder, and glass glue. Shengrong plans to contract with construction material manufacturers to label the materials with the Shenrong brand.

TJComex’s further expansion of Agarwood trading business

As agarwood, one of the most expensive natural raw materials around the globe, becomes increasingly scarce, TJComex believes that the agarwood trading business will have an excellent growth potential. TJComex plans to expand its agarwood trading business in the near future by assembling a trading team to establish contact with multiple local farmers and landowners cultivating agarwood in Cambodia. The trading team will partner up with agarwood product assessment and trading experts who live in Cambodia, which is one of the largest agarwood producers in the world. TJComex hopes to utilize its strong marketing capacity to build an exclusive trading channel between agarwood landowners and its existing Chinese client base.

TJComex’s governmental support in conducting commodity exchange businesses

TJComex is well-positioned to start its commodity trading business. In China, special permits need to be obtained before a company engages in commodity exchange business. As a heavily regulated business segment, commodity exchange business often requires considerable governmental support to thrive. TJComex has received permits from Tianjin Development and Reform Commission, Tianjin Commerce Commission, and Tianjin Economic and Development Area (TEDA) Administrative Commission to establish its commodity exchange services. TJComex has a number of special qualification permits issued by local governments, such as permits for ship exchange, dangerous chemicals licensing, foreign trade, e-commerce licensing, import and export licensing, full license of bank sponsorship, and food operations. These permits make TJComex versatile and provide great flexibility for TJComex to pick and choose the business segments in which it engages, according to the economic trend. TJComex also has strong support from Tianjin government, which will be instrumental to TJComex’s future business plan.

22

Sunlong Organizational Structure

The following diagram illustrates the ownership structure of the Company immediately following the Business Combination and the jurisdictions in which the identified entities were organized.

____________

(1)      In connection with the consummation of the Business Combination, JM Global Holding Company will change its name to TMSR Holding Company Limited, subject to stockholder approval.

Opinion of Highline Research Advisors LLC to JM Global’s Board of Directors (Page 98)

On August 22, 2017, at a meeting of our board of directors held to evaluate the Business Combination and the Share Exchange Agreement and the transactions contemplated thereby, the Company’s financial advisor, Highline Research Advisors LLC (“Highline Research Advisors” or “HRA”), delivered to our board of directors an oral opinion, which opinion was subsequently confirmed by delivery of a written opinion, dated August 28, 2017, to the effect that, as of that date and based on and subject to various assumptions made, matters considered and limitations described in its written opinion, (i) the Exchange Shares to be issued to Sellers in the Business Combination was fair, from a financial point of view, to JM Global and (ii) the fair market value of CaymanCo is equal to at least 80% of the amount of funds held by JM Global in trust for the benefit of its public stockholders (excluding taxes payable on interest earned and released to us for working capital purposes).

The full text of HRA’s opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by HRA. The opinion is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference. The summary of HRA’s opinion in this proxy statement is qualified in its entirety by reference to the full text of HRA’s written opinion. Holders of JM Global common stock are encouraged to read HRA’s opinion carefully in its entirety. HRA’s opinion was provided for the benefit of JM Global’s board of directors (in its capacity as such) in connection with, and for the purpose of, its evaluation of (i) the Exchange Shares to be issued to the Sellers in the Business Combination from a financial point of view and (ii) the fair market value of Sunlong as compared to the amount of funds held by JM Global in trust for the benefit of its public stockholders, and does not address any other aspect of the Business Combination or any related transaction. HRA’s opinion does not address the relative merits of the Business Combination as compared to other business strategies or transactions that might be available with respect to JM Global or JM Global’s underlying business decision to effect the Business Combination or any

23

related transaction. HRA’s opinion does not constitute a recommendation to any stockholder of JM Global as to how such stockholder should vote or act with respect to the Share Exchange Agreement or the Business Combination Proposal, whether such stockholder should exercise its redemption rights with respect to its shares of JM Global common stock or any other matter.

Redemption Rights (Page 108)

Pursuant to the existing charter, in connection with the Business Combination, holders of our public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the existing charter. Following the redemption of 963,112 public shares in connection with the Extension Meeting, the pro rata portion of the funds available in the trust account for the remaining public shares was approximately $10.01 per share as of September 1, 2017. If a holder exercises its redemption rights, then such holder will be exchanging its shares of JM Global common stock for cash and will no longer own shares of JM Global common stock 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 redemption 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 2017 Annual Meeting of JM Global Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

The Business Combination will not be consummated if the holders of more than 3,386,888 JM Global public shares exercise their redemption rights. At the time of our IPO, our Sponsor agreed to hold 1,000,000 of the public shares it purchased in our IPO through the consummation of our initial business combination, vote in favor of the Business Combination and not seek redemption in connection therewith. Notwithstanding the foregoing, we have agreed to permit our Sponsor to redeem an additional 350,000 of such non-redeemable shares, such that our Sponsor may redeem up to an aggregate of 2,350,000 shares on the same terms as the public shares.

Impact of the Business Combination on JM Global’s Public Float

It is anticipated that, following completion of the Business Combination assuming that (i) there are no redemptions in connection with the closing, (ii) the Adjusted Equity Value, based on the unaudited pro forma financial statements included in this proxy statement, is equal to $90,134,740, such that a total of 9,013,474 Exchange Shares are issued at the closing, with 10% of such Exchange Shares being deposited in escrow as Escrow Shares, and (iii) the Escrow Shares are deemed to be outstanding and owned by the Sellers while held in escrow, JM Global’s public stockholders (excluding those public shares held by our sponsor) will retain an ownership interest of approximately 7.1% in JM Global and our initial stockholders and affiliates will retain an ownership interest of approximately 31.2% in JM Global. These ownership percentages with respect to JM Global following the Business Combination also do not take into account (i) the issuance of any shares upon completion of the Business Combination under the proposed Incentive Plan, or (ii) any warrants, options, convertible debt or other convertible securities of JM Global that are issued and outstanding as of the date hereof. If any of JM Global’s stockholders exercise their redemption rights, the ownership interest in JM Global of JM Global’s public stockholders will decrease and the ownership interest in JM Global of our initial stockholders, including our Sponsor, will increase. At the time of our IPO, our Sponsor agreed to hold 1,000,000 of the public shares it purchased in our IPO through the consummation of our initial business combination, vote in favor of the Business Combination and not seek redemption in connection therewith. Notwithstanding the foregoing, we have agreed to permit our Sponsor to redeem an additional 350,000 of such non-redeemable shares, such that our Sponsor may redeem up to an aggregate of 2,350,000 shares on the same terms as the public shares. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by JM Global’s existing stockholders in JM Global will be different.

24

The following table illustrates varying ownership levels in JM Global assuming varying levels of redemptions by JM Global’s public stockholders other than our Sponsor:

 

 

Assumed % of JM Global Public Shares Redeemed (or Proceeds Remaining in Trust Account)

 

 

0%
(or $40.4 million in trust)

 

25.7%
(or $30.0 million in trust)

JM Global public stockholders

 

7.1

%

 

0

%

JM Global initial stockholders*

 

31.2

%

 

33.6

%

Sellers

 

61.7

%

 

66.4

%

____________

*         Includes 250,000 placement shares included in the placement units purchased by our initial stockholders in connection with the IPO. Assumes that our Sponsor does not exercise its right to redeem up to 2,350,000 of the 3,000,000 shares it purchased in the IPO.

To the extent our Sponsor determines to redeem all 2,350,000 shares to which it is entitled to redeem, the ownership percentages of JM Global’s public stockholders (other than our Sponsor) reflected above will change as shown below:

 

 

Assumed % of JM Global Public Shares Redeemed (or Proceeds Remaining in Trust Account)

 

 

58.2%*
(or $16.9 million in trust)

 

83.9%**
(or $6.5 million in trust)

JM Global public stockholders

 

8.5

%

 

0

%

JM Global initial stockholders*

 

18.0

%

 

19.7

%

Sellers

 

73.5

%

 

80.3

%

____________

*         Includes 250,000 placement shares included in the placement units purchased by our initial stockholders in connection with the IPO. Assumes that, in connection with the Business Combination, our Sponsor redeems an aggregate of 2,350,000 of the 3,000,000 shares it purchased in the IPO. This calculation is being presented for illustrative purposes only. If our Sponsor redeems a fewer number of shares, the ownership percentages reflected in the table above will change accordingly.

**       Assumes that the maximum number of public shares, including the 2,350,000 public shares held by our Sponsor, are redeemed, such that $5,000,001 is left in our trust account after paying out transaction-related expenses of approximately $1.5 million.

Board of Directors of JM Global Following the Business Combination (Page 107)

Upon the closing of the Business Combination, we anticipate the size of our board of directors will remain at seven directors. All the incumbent directors of JM Global except Mr. Xiaoguang Liu have informed us that they will resign from our board of directors upon closing of the Business Combination. Our board of directors intends to fill the six vacancies created by the resigning directors with six persons, five of whom are incumbent directors of Sunlong. If all director nominees are elected and the Business Combination is consummated, our board of directors will consist of one incumbent director Xiaoguang Liu, five existing Sunlong directors, Chuanliu Ni, Jiazhen Li, Hongqiang Qu, Junxi Zhang and Xiaonian Zhang, and one newly appointed director, and all seven directors will serve until our annual meeting in 2018 or until their successors are elected and qualified. See the sections entitled “Director Election Proposal” and “Management After the Business Combination”.

25

Approval and Adoption of the Proposals Related to the Proposed Charter (Page 113)

At the special meeting, the Company’s stockholders will be asked to approve and adopt separate proposals for amendments to the existing charter to:

         Proposal 2 — increase the Company’s authorized common stock and preferred stock;

         Proposal 3 — change the Company’s name from “JM Global Holding Company” to “TMSR Holding Company Limited”;

         Proposal 4 — eliminate the classification of the board of the directors and make certain related changes; and

         Proposal 5 — provide for certain additional changes, including designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions and making the Company’s corporate existence perpetual, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company.

For more information, see the section entitled “The Charter Proposals.”

Appraisal Rights (Page 108)

Appraisal rights are not available to our stockholders in connection with the Business Combination.

Reasons for the Business Combination (Page 95)

We were organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities. The Business Combination was the result of a thorough search for a potential transaction utilizing the extensive network and investing and operating experience of our management team and board of directors. The terms of the Business Combination were the result of thorough negotiations between the representatives of JM Global and Sunlong.

From the date of our IPO through execution of the Share Exchange Agreement on August 28, 2017, we identified and evaluated over 50 potential acquisition target companies. In doing so, we have followed the initial set of criteria and guidelines outlined in our IPO prospectus, which we believed were important in evaluating prospective targets. In reviewing the Sunlong opportunity, our board considered the following factors consistent with our strategy:

         Size Of Business.We sought to acquire a business or entity with an enterprise value of approximately $50,000,000 to $200,000,000, determined in the sole discretion of our officers and directors according to reasonably accepted valuation standards and methodologies. Our agreement with Sunlong met this requirement as we believe that this market segment provides the greatest number of opportunities for investment and is the market consistent with our sponsor’s previous investment history.

         Established Company with Strong Management Team and Proven Track Records. Sunlong is an established company with consistent historical financial performance and strong operating results. They have a highly experienced management team with a proven track record of driving revenue growth, enhancing profitability and creating value for their stockholders. We believe the Total Merger Consideration reflects an estimated enterprise value of $92 million, which represents 9.9 times Sunlongs 2016 actual Adjusted EBITDA of $9.3 million and less than 6 times 2017 projected EBITDA. We regard this as an attractive discount to valuation multiple.

         Strong Competitive Position. We focused on Sunlong as they have a growing market position in their respective category with technology that we believe has a much broader scale. We also believe that they have some intellectual property advantages when compared to their competitors, which may help to protect their market position and profitability. We believe that Sunlong has a much large scale potential and will benefits by having long-standing vendor relationships and a diverse customer base that includes government municipalities, land owners, miners, commercial contractors to name a few.

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         Opportunity for Significant Revenue and Earnings Growth. Sunlong has the potential for significant revenue and earnings growth through a combination of organic growth, new product markets and geographies and increased operating leverage. During the last few years, Sunlong has significantly grown both net sales and Adjusted EBITDA through operational efficiency improvements and market share gains. Through the six months ended June 30, 2017, revenue was $24,797,408 as compared to $8,966,204 for the same period in 2016 and net income was $10,495,256 for the six months ended June 30, 2017 as compared to $2,145,885 for the same period in 2016.

         Benefit from Being a Public Company.We believe that Sunlong under new public ownership will have the flexibility and financial resources to pursue and execute a growth strategy to increase revenues and shareholder value and will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

         Opinion of JM Global Financial Advisor.  Our board of directors considered the written analyses reviewed and discussed with our board of directors by representatives of Highline Research Advisors on August 22, 2017, as well as the oral opinion of Highline rendered to our board of directors that same day (all was subsequently confirmed in writing by delivery of a written opinion). Subject to the various assumptions made, matters considered and limitations described in its written opinion, the total merger consideration to be paid by JM Global in the Share Agreement was fair, from a financial point of view. See “— Description of Fairness Opinion of HRA.” The full text of the opinion is included with this proxy statement.

Quorum and Required Vote for Proposals for the Special Meeting (Page 77)

A quorum of JM Global stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the common stock outstanding and entitled to vote at the special meeting is represented in person or by proxy. 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.

The approval of the Business Combination Proposal and the Charter Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock. Accordingly, a JM Global stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Proposals.

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 three nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Abstentions and broker non-votes will have no effect on the election of directors.

Approval of the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the special meeting. Accordingly, a JM Global stockholder’s failure to vote by proxy or to vote in person at the special meeting or the failure of a JM Global stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will result in that stockholder’s shares not being counted towards the number of shares of JM Global common stock required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Incentive Plan Proposal or the Adjournment Proposal. Abstentions will also have no effect on the outcome of the Incentive Plan Proposal or the Adjournment Proposal.

The transactions contemplated by the Share Exchange Agreement will be consummated only if the Business Combination Proposal and, unless waived by CaymanCo, the Director Election Proposal are approved at the special meeting. In addition, (i) the Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Charter Proposals and (ii) the Charter Proposals are 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 Business Combination Proposal and, unless waived by CaymanCo,

27

the Director Election Proposal 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 January 29, 2018 (subject to the requirements of law), we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.

Following the redemption of 963,112 shares of common stock in connection with the Extension Meeting, our initial shareholders hold a majority of the total issued and outstanding shares of common stock of JM Global, and, pursuant to the above-mentioned agreement, will vote all such shares in favor of the Business Combination. Assuming that all 4,562,500 of the shares (including the founder shares and placement shares) held by our initial stockholders are properly cast and are voted in favor of the Business Combination Proposal and all other proposals, such votes will be sufficient to meet the requisite vote for approval of all proposals.

Recommendation to JM Global Stockholders

Our board of directors believes that each of the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan 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 these proposals and “FOR” each of the director nominees.

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 our Sponsor and our officers and directors paid an aggregate of approximately $2.5 million for their founder shares and placement units and such securities should have a significantly higher value at the time of the Business Combination. However, the placement warrants comprising the placement units will expire worthless if we do not complete an initial business combination. As a result, our Sponsor (and its members, including our executive officers and directors) have a financial incentive to see the Business Combination consummated rather than lose whatever value is gained on the founder shares and placement shares, as well as any value attributable to the placement warrant;

         the fact that our Sponsor has loaned the Company an aggregate of $140,500, which is due on demand. Additionally, our Sponsor and its affiliates may (but are not obligated to) loan us additional funds to fund our working capital requirements ant transaction costs. Any part or all of such loans may be converted into additional warrants at $0.50 per warrant (a maximum of 1,000,000 warrants if up to $500,000 is loaned and that amount is converted into warrants) of the post-business combination entity at the option of our Sponsor. These warrants will be identical to the private warrants issued in a private placement in connection with Company’s IPO;

         the fact that at the closing of the Business Combination, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf;

         if JM Global is unable to complete a business combination within the required time period, our Chairman of the Board 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 JM Global for services rendered or contracted for or products sold to JM Global, but only if such a vendor or target business has not executed a waiver of claims against the trust account and except as to any claims under our indemnity of the underwriter in our IPO; 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.

28

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination and the transactions contemplated thereby. These interests were considered by our Board when our Board approved the Business Combination.

Risk Factors (Page 35)

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” beginning on page 35.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF JM GLOBAL

The following table sets forth selected historical financial information derived from JM Global’s condensed financial statements as of June 30, 2017, December 31, 2016 and 2015, and for the six months then ended June 30, 2017, the year ended December 31, 2016 and the period from April 10, 2015 (inception) through December 31, 2015, each of which is included elsewhere in this proxy statement. The balance sheet data as of June 30, 2017 and the income statement data for the six months ended June 30, 2017 and 2016 are derived from the unaudited financial statements included elsewhere in this proxy statement. The balance sheet data as of December 31, 2016 and income statement data for the year ended December 31, 2016 are derived from the audited financial statements included elsewhere in this proxy statement. In the opinion of JM Global’s management, such unaudited condensed financial statements have been prepared on the same basis as the JM Global audited financial statements presented herein and reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of JM Global’s results of operations and financial position for such periods and dates.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “JM Global Management’s Discussion and Analysis of Financial Condition and Results of Operations” and JM Global’s financial statements and the related notes appearing elsewhere in this proxy statement.

 

 

As of
June 30,

 

As of
December 31,

 

 

2017

 

2016

 

2015

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

Cash

 

$

74,452

 

$

150,306

 

$

623,044

Cash and Investments held in Trust Account

 

$

50,058,699

 

$

50,109,326

 

$

50,023,363

Total Assets

 

$

50,173,231

 

$

50,275,212

 

$

50,834,774

Common stock subject to possible redemption (at redemption value)

 

$

40,000,000

 

$

40,000,000

 

$

40,000,000

Total stockholders’ equity

 

$

9,920,962

 

$

10,032,143

 

$

10,623,279

 

 

 

Six Months Ended June 30, 2017 (Unaudited)

 

Six Months Ended June 30, 2016 (Unaudited)

 

For the Year Ended December 31, 2016

 

For the period from April 10, 2015 (date of inception) to December 31, 2015

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(126,481

)

 

$

(207,557

)

 

$

(386,775

)

 

$

(156,377

)

Net cash used in investing activities

 

$

(50,627

)

 

$

(35,984

)

 

$

(85,963

)

 

$

(50,023,363

)

Net cash provided by financing activities

 

$

 

 

$

 

 

$

 

 

$

50,082,784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

$

244,223

 

 

$

416,807

 

 

$

627,579

 

 

$

257,568

 

Loss from operations

 

$

(244,223

)

 

$

(416,807

)

 

$

(627,579

)

 

$

(257,568

)

Other Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

133,042

 

 

$

35,984

 

 

$

85,963

 

 

$

23,363

 

Net loss attributable to common stockholders

 

$

(111,181

)

 

$

(380,823

)

 

$

(541,616

)

 

$

(234,205

)

Basic and diluted net loss per share attributable to common stockholders

 

$

(0.04

)

 

$

(0.15

)

 

$

(0.21

)

 

$

(0.11

)

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted (excluding shares subject to possible redemption)

 

 

2,562,500

 

 

 

2,562,500

 

 

 

2,562,500

 

 

 

2,091,409

 

30

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF SUNLONG

We are providing the following selected historical consolidated financial information of Sunlong to assist in the analysis of the financial aspects of the Business Combination. The selected historical consolidated balance sheet data as of June 30, 2017 and the selected historical consolidated statements of income and cash flow data for each of the six months ended June 30, 2017 and 2016 have been derived from Sunlong’s unaudited condensed consolidated financial statements that are included elsewhere in this proxy statement. The selected historical consolidated balance sheet data as of December 31, 2016 and 2015 and the selected historical consolidated statements of income and cash flows data for each of the years ended December 31, 2016, 2015 and 2014 have been derived from Sunlong’s audited consolidated financial statements that are included elsewhere in this proxy statement. The selected consolidated balance sheet data as of December 31, 2013 has been derived from Sunlong’s audited consolidated financial statements that are not included in this proxy statement. Sunlong’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. Such unaudited interim financial information has been prepared on a basis consistent with Sunlong’s audited consolidated financial statements and should be read in conjunction with the interim unaudited financial statements and audited financial statements and related notes included elsewhere in this proxy statement.

This information should be read in conjunction with “Risk Factors,” “Sunlong Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Sunlong’s consolidated financial statements and notes thereto included elsewhere in this proxy statement. The selected historical consolidated financial information in this section is not intended to replace Sunlong’s historical consolidated financial statements and the related notes thereto included elsewhere in this proxy statement. Sunlong’s historical results are not necessarily indicative of future results.

 

 

For the Six Months ended
June 30,

 

For the Years ended
December 31,

 

 

 

2017

 

 

 

2016

 

 

 

2016

 

 

 

2015

 

 

 

 

(Unaudited)

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Revenues

 

$

24,797,408

 

 

$

8,966,204

 

 

$

26,305,723

 

 

$

23,885,022

 

Cost of revenues

 

$

11,624,457

 

 

$

5,913,102

 

 

$

14,148,836

 

 

$

14,288,260

 

Gross profit

 

$

13,172,951

 

 

$

3,053,102

 

 

$

12,156,887

 

 

$

9,596,762

 

Operating expenses

 

$

586,685

 

 

$

482,821

 

 

$

867,872

 

 

$

978,554

 

Income from operations

 

$

12,586,266

 

 

$

2,570,821

 

 

$

11,289,015

 

 

$

8,618,208

 

Other expense, net

 

$

(99,594

)

 

$

(75,086

)

 

$

(149,739

)

 

$

(163,761

)

Provision for income taxes

 

$

1,991,416

 

 

$

349,310

 

 

$

1,849,935

 

 

$

1,401,113

 

Net income

 

$

10,495,256

 

 

$

2,145,885

 

 

$

9,289,341

 

 

$

7,053,334

 

31

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The selected unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement.

The following unaudited pro forma condensed combined financial statements give effect to the Business Combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The Business Combination will be accounted for as an acquisition of JM Global (the accounting acquiree) by CaymanCo (the accounting acquirer) since, immediately following completion of the transaction, the stockholders of CaymanCo immediately prior to the Business Combination will have effective control of TMSR Holding Company Limited, the post-combination company, through their approximate 61.7% ownership interest in the combined entity, assuming (i) no share redemptions in connection with the closing (approximately 80.3% in the event of maximum share redemptions), (ii) the Adjusted Equity Value, based on the unaudited pro forma financial statements included in this proxy statement, is equal to $90,134,740, such that a total of 9,013,474 Exchange Shares are issued at the closing, with 10% of such Exchange Shares being deposited in escrow as Escrow Shares, and (iii) that the Escrow Shares are deemed to be outstanding and owned by the Sellers while held in escrow, and their ability to elect a majority of the board of directors. For accounting purposes, Sunlong will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Sunlong (i.e., a capital transaction involving the issuance of shares by JM Global for the shares of Sunlong).

The historical consolidated financial information has been adjusted in these unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Business Combination and the proposed related financing transactions, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the post-combination company. The unaudited pro forma condensed combined balance sheet is based on the historical unaudited condensed consolidated balance sheet of Sunlong and the unaudited condensed balance sheet of JM Global, in each case as of June 30, 2017 and has been prepared to reflect the Business Combination and the proposed related financing transactions as if they occurred on June 30, 2017. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, and the year ended December 31, 2016 combine the historical results of operations of Sunlong for those periods and for JM Global for the periods described below, giving effect to the Business Combination and the proposed related financing transactions as if they occurred on January 1, 2016.

The following unaudited pro forma information is further adjusted to reflect the July 27, 2017 redemption of 963,112 shares of common stock in connection with the Extension Meeting, as if such redemptions had occurred as of June 30, 2017.

The unaudited pro forma condensed combined statement of operations information for the six months ended June 30, 2017 was derived from Sunlong’s unaudited condensed consolidated statement of income for the six months ended June 30, 2017 and JM Global’s unaudited condensed statement of operations for the six months ended June 30, 2017, each of which is included elsewhere in this proxy statement. Such unaudited interim financial information has been prepared on a basis consistent with the audited financial statements of Sunlong and JM Global, respectively, and should be read in conjunction with the interim unaudited financial statements and audited financial statements and related notes, each of which is included elsewhere in this proxy statement. The unaudited pro forma condensed combined statement of operations information for the year ended December 31, 2016 was derived from Sunlong’s audited consolidated statement of income for the year ended December 31, 2016 and JM Global’s audited statement of operations for the period April 10, 2015 (inception) to December 31, 2015, each of which is included elsewhere in this proxy statement.

These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would actually have been obtained had the Business Combination and the proposed related financing transactions been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. JM Global will incur additional costs after the Business Combination in order to satisfy its obligations as a fully reporting public company. In addition, JM Global anticipates the adoption of various

32

stock compensation plans or programs that are typical for employees, officers and directors of public companies. No adjustment to the unaudited pro forma statement of operations has been made for these items as they are not directly related to the Business Combination.

The selected unaudited pro forma condensed combined financial information below should be read in conjunction with the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “Sunlong Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “JM Global Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes thereto of Sunlong and JM Global included elsewhere in this proxy statement.

The unaudited pro forma condensed combined financial statements have been prepared using two different levels of redemptions of JM Global common stock:

         Assuming No Redemption: This presentation assumes that no JM Global stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the trust account; and

         Assuming Redemption of 4,350,000 shares by holders of JM Global common stock: This presentation assumes that JM Global stockholders exercise their redemption rights with respect to all public shares other than the 650,000 public shares held by our Sponsor, for an aggregate of 4,350,000 public shares, which includes (i) the 963,112 shares that were redeemed on July 27, 2717, in connection with the Extension Meeting, and (ii) the maximum number of shares redeemable in connection with the Business Combination that would permit us to maintain at least $5,000,001 of net tangible assets.

 

 

 

Pro Forma Combined (Assuming No Redemption of Common Stock)

 

 

Pro Forma Combined (Assuming Redemption
of 4,350,000 Shares of Common Stock)

 

 

 

(in thousands, except share and
per share information)

Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Six Months Ended June 30, 2017

 

 

 

 

 

 

Net sales

 

$

24,797

 

$

24,797

Net income

 

 

 

 

 

 

Earnings per share from continuing operations available to common stockholders

 

 

 

 

 

 

Weighted average shares outstanding – basic and diluted

 

 

14,613

 

 

11,226

Earning per share – basic and diluted

 

$

0.70

 

$

0.91

 

 

 

 

 

 

 

Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Year Ended December 31, 2016

 

 

 

 

 

 

Net sales

 

$

26,306

 

$

26,306

Net income

 

 

 

 

 

 

Earnings per share from continuing operations available to common stockholders

 

 

 

 

 

 

Weighted average shares outstanding – Basic and diluted

 

 

14,613

 

 

11,226

Earning per share – basic and diluted

 

$

0.59

 

$

0.77

 

 

 

 

 

 

 

Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data At June 30, 2017

 

 

 

 

 

 

Total assets

 

$

96,244

 

$

62,375

Total stockholders’ equity

 

$

72,888

 

$

39,019

Total liabilities and stockholders’ equity

 

$

96,244

 

$

62,375

33

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;

         changes in the market for Sunlong’s services;

         expansion plans and opportunities, including future acquisitions or additional business combinations; 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 Share Exchange Agreement;

         the outcome of any legal proceedings that may be instituted against Sunlong or JM Global following announcement of the proposed Business Combination and related transactions;

         the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to obtain approval of the stockholders of JM Global, or other conditions to closing in the Share Exchange Agreement;

         the inability to maintain the listing of the Company’s common stock on NASDAQ following the Business Combination;

         the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;

         the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition 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 Sunlong or JM Global 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,” or indicated in the accompanying Annual Report on Form 10-K for the year ended December 31, 2016.

34

RISK FACTORS

The following risk factors apply to the business and operations of JM Global, Sunlong, the Business Combination and the business and operations of the combined company 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 Sunlong. 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 Statements,” as well as in the accompanying Annual Report on Form 10-K for the year ended December 31, 2016. 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 elsewhere in this proxy statement.

Risks Related to Sunlong’s Business and Operations

Hubei Shengrong’s revenues are highly dependent on two distributors, and we will likely continue to be dependent on a small number of customers.

Two of Shengrong’s customers, Wuhan KYX and Wuhan Zhirong, accounted for 38.4% and 16.1%, respectively, of our total revenues for the year ended December 31, 2016 and 42.2% and 49.3%, respectively, of our total revenues for the year ended December 31, 2015. We will be substantially dependent on revenues generated by our distribution agreements with Wuhan KYX and Wuhan Zhirong until we are able to generate significant revenues from a large number of customers through our sales efforts. Therefore, we are, and will likely continue to be, dependent on a small number of customers, and the loss of any such customer would materially and adversely affect our business, operating results and financial condition. Furthermore, as a result of our reliance on a limited number of customers, we could face pricing and other competitive pressures which may have a material adverse effect on our business, operating results and financial condition.

The limited operating history of Shengrong makes it difficult to evaluate its business and prospects.

Shengrong commenced operations in January 2009 and has a limited operating history. Prior to 2015, the company had limited operations and was focused primarily on research and development. For the years ended December 31, 2016 and 2015, Shengrong generated approximately $26.3 million and $23.9 million of revenue and approximately $9.3 million and $7.0 million of net income, respectively. However, Shengrong’s growth rate since 2014 may not be indicative of future performance.

After the Business Combination, we may not be able to achieve similar results or grow at the same rate as Shengrong has in the past. It is also difficult to our prospects, as we may not have sufficient experience in addressing the risks to which companies operating in new and rapidly evolving markets such as the industrial and mining recycling industry may be exposed. After the Business Combination, we will continue to encounter risks and difficulties that companies at a similar stage of development frequently experience, including the potential failure to:

         obtain sufficient working capital and increase its registered capital to support expansion of our industrial and mining recycling business;

         comply with any changes in the laws and regulations of the PRC or local province that may affect our operations;

         expand our customer base;

         maintain adequate control of default risks and expenses allowing us to realize anticipated revenue growth;

         implement our growth strategies and plans and adapt and modify them as needed;

         integrate any future business combinations; and

         anticipate and adapt to changing conditions in the Chinese industrial and mining recycling industry resulting from changes in government regulations, mergers and Business Combinations involving our competitors, and other significant competitive and market dynamics.

35

If we are unable to address any or all of the foregoing risks, our business may be materially and adversely affected.

Shengrong’s business is highly concentrated in one sector. Accordingly, its future revenue and earnings are more susceptible to fluctuations than a more diversified company.

Shengrong’s primary business activities include primarily the sale of industrial and mining recycling equipment. If Shengrong is unable to maintain and grow the operating revenues from this business or develop additional revenue streams, its future revenue and earnings are not likely to grow and could decline. Shengrong’s lack of significant product and business diversification could limit the opportunities for the growth of its business, revenues and profits.

Competition in the industrial and mining recycling industry is likely to grow and could cause us to lose market share and revenues in the future.

Shengrong believes that the industrial and mining recycling industry is an emerging market in China. Shengrong may face growing competition in the industrial and mining recycling industry, and Shengrong believes that the industrial and mining recycling industry is expected to become more competitive as this industry matures and begins to consolidate. Shengrong will compete with several companies in the purification and recycling of industrial waste residue by the permanent magnet device and technology. Some of these competitors will likely have substantially greater financial, marketing and other resources than us. As a result, Shengrong could lose market share and its revenues could decline, thereby adversely affecting our earnings and potential for growth. While Shengrong believes that it will be able to successfully compete in this area as a result of its proprietary technology, there is no assurance that it will be able to hire and retain the necessary employees and compete successfully.

As the government starts to impose stricter policies on Environmental Protection, The mining recycling market gets bigger. The competition could become increasingly fierce in the near future. Furthermore, the Company’s technology has been industrialized which is relatively mature, which is a not pure brand new technology.

Shengrong’s business requires highly qualified personnel, and if Shengrong is unable to hire or retain qualified personnel, then it may not be able to grow effectively.

Shengrong’s success depends upon its ability to attract and retain highly qualified personnel. Expansion of Shengrong’s businesses may require additional managers and employees with relevant industry experience, and its success will be highly dependent on its ability to attract and retain skilled management personnel and other employees. Shengrong may not be able to attract or retain highly qualified personnel. In addition, competition for skilled personnel is significant in China. This competition may make it more difficult and expensive to attract, hire and retain qualified managers and employees. Shengrong may incur additional expenses to recruit and retain qualified replacements and its businesses may be disrupted and its financial condition and results of operations may be materially and adversely affected. In addition, key managers may join a competitor or form a competing company. An operating company may not be able to successfully enforce any contractual rights with its management team, in particular in China, where all of these individuals reside.

Discontinuation of preferential tax treatment Shengrong currently enjoys may result in additional compliance obligations and costs so as to materially and adversely impact the company’s net income.

From 2013 through 2016, local tax authorities granted Shengrong the preferential income tax rate of 15% because Shengrong was entitled to the preferential rate as a “high-tech enterprise.” The discontinuation of such preferential tax treatment may materially and adversely affect our results of operations. In December 2016, local tax authorities renewed Hubei’s preferential tax treatment through 2019. During the effective period of high-tech enterprise certificate held by Shengrong, there won’t be any risk that the treatment could be revoked, unless Shengrong chooses to liquate or dissolve or related laws and regulated be modified or invalid by government authorities. But, at the last year of each effective period, Shengrong has to apply to acquire this high-tech enterprise certificate, which requires the company should meet the requirements to be recognized as a high-tech company regulated by related Chinese government. Shengrong cannot assure successfully received high-tech enterprise certificate in each application. But, since the patent owned by Shengrong is unique and advanced in China, Shengrong has faith in being recognized as a high-tech enterprise and should be able to renew the certificate. Should Shengrong is unable to renew certificate as “high-tech enterprise”, then Shengrong may be unable to enjoy

36

preferential income tax rate of 15%, which is lower than common tax rate of 25%. According to Administrative Measures on Accreditation of High-tech Enterprise promulgated by The Ministry of Science and Technology, Ministry of Finance, State Administration of Taxation on January 29, 2016, where an accredited high-tech enterprise has committed any of the following acts, its high-tech enterprise qualification shall be revoked by the accreditation authorities: (1) committed serious fraud in the application process; (2) occurrence of major safety or quality incident, or committed serious environmental violation; or (3) failed to promptly report a major change in relation to the accreditation criteria, or failed to submit annual reports on development status for two years cumulatively; Where the high-tech enterprise qualification of an enterprise is revoked, the accreditation authorities shall notify the tax authorities to recover, pursuant to the Tax Collection Law and the relevant provisions, the high-tech enterprise tax incentives claimed by the enterprise for the year in which the date of occurrence of the aforesaid act falls.

Shengrong has a limited number of suppliers for its major products. If its suppliers are unable to fulfill their obligations under its arrangements with them, Shengrong could encounter supply shortages and incur higher costs.

Shengrong has a limited number of suppliers for component parts necessary to produce its products, including stainless steel, nd-fe-b materials, stainless steel, magnetic separator, equipment parts, frequency converter, stainless steel brush, beam barrel, U-steel, reduction gears, magnetic sheet and pulse dust collectors. In fiscal 2016, Shengrong purchased all of its component parts from seventeen suppliers, with over 50% of these component parts supplied by one supplier, Wuhan Jingxin Photovoltaics New Energy Technology Co., Ltd. Due to this concentration of suppliers, the cancellation of our supply arrangements with any one of these suppliers or the disruption, delay or inability of these suppliers to deliver these component parts to Shengrong’s facility may materially and adversely affect its results of operations while Shengrong establishes alternate supply channels. In addition, if our suppliers fail to comply with relevant laws and regulations, or face allegations of non-compliance, their operations may be disrupted. Shengrong cannot assure you that it would be able to find replacement suppliers on commercially reasonable terms or a timely basis, if at all.

Accordingly, although Shengrong believes that alternative supply sources are available, there can be no assurance that Shengrong will continue to be able to identify or negotiate with such sources on terms that are commercially reasonable. If Shengrong’s suppliers are unable to fulfill their obligations under their contracts or Shengrong is unable to identify alternative sources, Sengrong could encounter supply shortages and incur higher costs, each of which could have a material adverse effect on our results of operations.

Shengrong has limited material insurance coverage, which could expose it to significant costs and business disruption.

Risks associated with Shengrong’s business and operations include, but are not limited to, losses of key personnel, business interruption due to power loss or network failure, and risks posed by natural disasters including storms, floods and earthquakes, any of which may result in significant costs or business disruption. Shengrong does not maintain any business interruption insurance, general third-party liability insurance, nor does it maintain key-man life insurance or any other insurance coverage except the mandatory social insurance for employees and certain accidently factory insurance and worker compensation insurance. If Shengrong incurs any loss that is not covered by reserves, its business, financial condition and results of operations could be materially and adversely affected.

Shengrong maintains cash deposits with various banks. These cash accounts are not sufficiently insured or otherwise protected. Should any bank or trust company holding these cash deposits become insolvent, or if Shengrong is otherwise unable to withdraw funds, it could lose the cash on deposit with that particular bank or trust company.

If Shengrong fails to retain certain of its key personnel and attract and retain additional qualified personnel, Shengrong might not be able to remain competitive, continue to expand its technology or pursue growth.

Shengrong’s future success depends upon the continued service of certain of its executive officers and other key research and development personnel, such as Ms. Jianzhen Li and Mr. Xiaonian Zhang who possess longstanding industry relationships and technical knowledge of Shengrong’s products and operations. Although we believe that our relationship with these individuals is positive, there can be no assurance that the services of these individuals will continue to be available to us in the future. There can be no assurance that these persons will agree to continue to be employed by us after the expiration dates of their current contracts.

37

Sunlong may not be able to achieve the full amount of synergies that are anticipated, or achieve the synergies on the schedule anticipated, from the TJComex acquisition.

Although Sunlong currently expect to achieve synergies from the TJComex acquisition of approximately $3.8 million during fiscal 2017, the inclusion of these expected synergy targets in this proxy should not be viewed as a representation that Sunlong will in fact achieve these synergies by the end of fiscal 2017, or at all. To the extent Sunlong fails to achieve these synergies, Sunlong’s results of operations may be impacted, and any such impact may be material.

Sunlong has identified various synergies including corporate and division overhead savings, brand enhancement, vendor funds, marketing and advertising cost reduction and operational efficiencies. Actual synergies, the expenses and cash required to realize the synergies and the sources of the synergies could differ materially from these estimates, and Sunlong cannot assure you that it will achieve the full amount of synergies on the schedule anticipated, or at all, or that these synergy programs will not have other adverse effects on our business. In light of these significant uncertainties, you should not place undue reliance on Sunlong’s estimated synergies.

Failure to manage TJComex effectively since its acquisition could materially impact our business.

Sunlong has recently experienced a period of rapid growth in its operations. In particular, it has significantly increased the size of its customer base due to the acquisition of TJComex. Sunlong anticipates that it will continue to significantly expand its operations and headcount in the near term. However, recent growth has placed, and future growth will place, a significant strain on Sunlong’s management, administrative, operational and financial infrastructure. Sunlong’s success will depend in part on its ability to manage TJComex effectively. To manage the recent and expected growth of its operations and personnel, Sunlong will need to continue to improve its operational, financial and management controls and its reporting systems and procedures. Failure to effectively manage TJComex could result in difficulty or delays in deploying Sunlong’s services to customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties. Any of these difficulties could adversely impact Sunlong’s business performance and results of operations.

TJComex’s inability to renew or maintain its statutory and regulatory permissions and approvals in connection with trading of commodities and operation of its business would adversely affect its operations and profitability.

TJComex is required to obtain and maintain various statutory and regulatory permissions and approvals for the trading of commodities on its exchange and operating its business. In the future, TJComex will be required to renew such permissions and approvals and obtain new permissions and approvals for trading of commodities. While TJComex believes that it will be able to renew or obtain such permissions and approvals as and when required, there can be no assurance that the relevant authorities will issue any such permissions or approvals in the timeframe anticipated by us or at all. Failure by TJComex to renew, maintain or obtain the required permissions or approvals may result in the interruption of the trading of commodities and may subsequently have a material adverse effect on our business, financial condition and results of operations.

TJComex depends on its executive officers and other key personnel, and its business may be adversely affected if it fails to retain these professionals or attract new ones.

TJComex’s future success depends in large part upon the continued service of its executive officers, as well as various key management, technical and trading operations personnel. Some of these individuals have significant experience in the commodities trading industry and financial services markets and possess skills and understanding of how various businesses in commodity trading industry operate. The loss of service of its executive officers and key managerial personnel could have an adverse effect on TJComex’s business, financial condition and results of operations.

TJComex’s future success also depends, in significant part, upon our ability to continue to recruit and retain highly skilled and specialized individuals as employees. The level of competition in commodity trading industry for people with these skills is intense. If any of the key personnel or other professionals were to leave, TJComex cannot guarantee that it would be able to replace these key personnel in a timely manner. Significant losses of key personnel, particularly to TJComex’s competitors, could have an adverse effect on its business, financial condition and results of operations.

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The commodities trading industry is very competitive and TJComex may have difficulty to build the electronic commodity exchange platform as it planned or effectively competing with other commodity trading companies

The commodities trading industry is characterized by strong competition and each of TJComex’s principal trading activities faces intense competition. Some of TJComex’s competitors or existing producers of commodities in which TJComex may, in the future, use their resources to broaden into additional or all of the commodities trading markets in which TJComex operates and, therefore, further increase the level of competition faced by TJComex. These competitors may also expand and diversify their commodity sourcing, processing or trading operations, or engage in pricing or other financial or operational practices, which could also increase the competitive pressure on TJComex. Increased competition may result in losses of market share for TJComex and could materially adversely affect its business, results of operations, financial condition and prospects.

TJComex is currently dependent on a very limited number of customers.

TJComes sells the high-end wine the Agarwood to limited number of customers and its iron ore trading is for one customer as of the date of this proxy. As such TJComex’s sales may be concentrated with limited number of customers. Its results of operations may be materially adversely affected if some of these customers significantly reduces the volume of its purchases or demands a reduction in price.

TJComex is subject to counterparty risk in its trading activities.

TJComex’s trading activities are subject to the risk of non-performance by its suppliers, customers and hedging counterparties. For example:

         a significant increase in commodity prices could result in suppliers being unwilling to honor their contractual commitments to sell commodities to TJComex at pre-agreed prices;

         a significant reduction in commodity prices could result in customers being unwilling or unable to honor their contractual commitments to purchase commodities from TJComex at pre-agreed prices;

         customers may take delivery of commodities from TJComex and then find themselves unable to honor their payment obligations due to financial distress or any other reasons; and

         hedging counterparties may find themselves unable to honor their contractual commitment due to financial distress or other reasons.

TJComex seeks to reduce the risk of customer non-performance by requiring credit support from creditworthy financial institutions, when appropriate, and by imposing limits on extended open accounts. In addition, mark-to-market exposures in relation to hedging contracts are regularly and substantially collateralized (primarily with cash) pursuant to margining arrangements in place with such hedging counterparties. However, no assurance can be given that TJComex’s attempts to reduce the risk of customer non-performance will be successful in every instance or that its financial results will not be adversely affected by the failure of a counterparty or counterparties to fulfil their contractual obligations in the future. Such failure would have a material adverse effect on the TJComex’s business, results of operations, financial condition and prospects, including by creating an unintended, unmatched commodity price exposure.

TJComex may be subject to the enforcement of regulations and laws relating to the importation and sale of agarwood, which could adversely affect our ability to conduct agarwood trading and harm its business.

TJComex is subject to a variety of customs and import regulations that, if not properly followed could delay or impact its importation of agarwood, which could adversely affect its business. For example, pursuant to the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”), Aquilaria spp are listed in the Annex II of the CITES, which means it is required to obtain permit and license of exporting and importing Aquilaria spp and its products. Besides, in accordance with the Regulations of the People’s Republic of China on the Administration of Import and Export of Endangered Wild Animals and Plants, the import or export of endangered wild animals and plants and their products, which are subject to the import or export restriction of the CITES, shall be approved by the competent wild animals and plants department of the State Council, and get the permits issued by the national administration authority for import and export of endangered species. In November 2016, Chinese officials began a criminal investigation pertaining to 40 kilogram agarwood worth over RMB

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5 million from South Asia to determine if it was improperly imported into China between approximately March 2015 and January 2016. As high-grade agarwood becomes increasingly scarce and considered by Chinese Environmental Bureau as endangered species, China has tightened its trade and import regulations related to agarwood.

Because TJComex imports a substantial amount of its agarwood from Myanmar, tightened regulations may subject TJComex to pressure from Chinese government and environmental groups to change its supply chain. Losing the Myanmar supply chain could significantly reduce the quality and quantity of TJComex’s agarwood and make it more expensive, which in turn could harm TJComex’s agarwood trading business and results of operations. In addition, negative publicity regarding environmental matters also could harm TJComex’s brands.

TJComex may also be subject to the enforcement of other new or existing regulations and laws relating to the sourcing, transportation, distribution and use of agarwood, which could impact its ability to sell agarwood effectively and harm its business.

TJComex’s risk management policies and procedures may leave it exposed to unidentified or unanticipated risks

TJComex’s trading activities are exposed to commodity price, foreign exchange, interest rate, counterparty (including credit), operational, regulatory and other risks. TJComex has devoted significant resources to developing and implementing policies and procedures to manage these risks and expects to continue to do so in the future. Nonetheless, TJComex’s policies and procedures to identify, monitor and manage risks have not been fully effective in the past and may not be fully effective in the future. Some of TJComex’s methods of monitoring and managing risk are based on historical market behavior that may not be an accurate predictor of future market behavior. Other risk management methods depend on evaluation of information relating to markets, suppliers, customers and other matters that are publicly available or otherwise accessible by TJComex. This information may not in all cases be accurate, complete, up to date or properly evaluated. Management of operational, legal and regulatory risk requires, among other things, policies and procedures to properly record and verify a large number of transactions and events, and these policies and procedures may not be fully effective in doing so. Management of counterparty credit risk is mitigated with the use of credit enhancement products, including letters of credit, insurance and bank guarantees, but such risk cannot be eliminated entirely. Failure to mitigate all risks associated with TJComex’s business could have a material adverse effect on its business, results of operations, financial condition and prospects.

TJComex is reliant on third parties to source the large majority of the commodities purchased by its trading desks

TJComex purchases only a small minority of the physical commodities sold by its trading desks from its own businesses, businesses owned by its joint ventures or from companies in which it has minority investments. The remainder of the commodities sourced by its trading desks are purchased from third party suppliers. TJComex’s management expects to continue to source a large majority of such commodities from such third parties in the future.

TJComex is exposed to both price and supply risks in respect of commodities sourced from third parties. Any increases in TJComex’s purchase price relative to the price at which it sells a commodity could adversely affect TJComex’s margins. TJComex’s business, results of operations, financial condition and prospects could be materially adversely impacted if it is unable to continue to source required volumes of commodities from its suppliers on reasonable terms or at all.

TJComex’s trading activities require access to significant amounts of freight, storage, infrastructure and logistics support and TJComex is exposed to increases in the costs thereof.

TJComex often competes with other producers, purchasers or traders of commodities or other products for limited storage and berthing facilities at ports and freight terminals, which can result in delays in loading or unloading of TJComex’s products and expose TJComex to significant delivery interruptions. Limitations or interruptions in rail, shipping or port capacity could impede TJComex’s ability to deliver its products on time. In addition, increases in the costs of freight could adversely affect the Group’s business, results of operations, financial condition and prospects. Although increases in freight costs are taken into account by TJComex when setting transaction terms, there is no assurance that increased costs of freight can be passed on to customers and/or suppliers. TJComex also requires significant storage capacity for its commodities, which it sources both through

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facilities in which TJComex holds equity stakes and pursuant to rental agreements with oil terminals, tank farms and other types of storage facilities. Any decrease in TJComex’s ability to access its customary levels of capacity from these storage facilities or an increase in the price at which TJComex can acquire storage capacity could have an adverse effect on the TJComex’s business by forcing TJComex to use storage facilities in less advantageous locations or at prices that make it less profitable for TJComex to supply its customers. There can be no guarantee that TJComex will continue to be able to access freight and/or storage facilities to support its operations in adequate quantities or at reasonable prices.

Risks Related to Sunlong’s Corporate Structure

The failure to comply with PRC regulations relating to mergers and acquisition of domestic enterprises by offshore special purpose vehicles may subject the company to severe fines or penalties and create other regulatory uncertainties regarding the company’s corporate structure.

On August 8, 2006, the Ministry of Commerce (“MOFCOM”), joined by the China Securities Regulatory Commission (“CSRC”), the State-owned Assets Supervision and Administration Commission of the State Council, the State Administration of Taxation (“SAT”), the State Administration for Industry and Commerce (the “SAIC”), and the State Administration of Foreign Exchange (“SAFE”), jointly promulgated regulations entitled the Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), which took effect as of September 8, 2006, and as amended on June 22, 2009. This regulation, among other things, has certain provisions that require offshore companies formed for the purpose of acquiring PRC domestic companies and controlled directly or indirectly by PRC individuals and companies which are the related parties with the PRC domestic companies, to obtain the approval of MOFCOM prior to engaging in such acquisitions and to obtain the approval of the CSRC prior to publicly listing special purpose vehicles’ securities on an overseas stock market. On September 21, 2006, the CSRC published on its official website a notice specifying the documents and materials that are required to be submitted for obtaining CSRC approval.

The application of the M&A Rules with respect to the company’s corporate structure remains unclear, with no current consensus existing among leading PRC law firms regarding the scope and applicability of the M&A Rules. We believe that the MOFCOM and CSRC approvals under the M&A Rules are not required in the context of the Acquisition because WFOE was incorporated as wholly owned foreign investment enterprise with the approval of local department of commerce. However, we cannot be certain that the relevant PRC government agencies, including the CSRC and MOFCOM, would reach the same conclusion, and we cannot be certain that MOFCOM or the CSRC will not deem that the Acquisition circumvents the M&A Rules, and other rules and notices, or that prior MOFCOM or CSRC approval is required for overseas financing.

If the CSRC, MOFCOM, or another PRC regulatory agency subsequently determines that CSRC, MOFCOM or other approval was required for the Acquisition or the restructuring of Shengrong, or if prior CSRC approval for overseas financings is required and not obtained, the company may face severe regulatory actions or other sanctions from MOFCOM, the CSRC or other PRC regulatory agencies. In such event, these regulatory agencies may impose fines or other penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from overseas financings into the PRC, restrict or prohibit payment or remittance of dividends to us or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our shares of common stock. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to delay or cancel overseas financings, to restructure the company’s corporate structure, or to seek regulatory approvals that may be difficult or costly to obtain.

The M&A Rules, along with certain foreign exchange regulations discussed below, will be interpreted or implemented by the relevant government authorities in connection with our future offshore financings or acquisitions, and we cannot predict how they will affect our acquisition strategy.

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PRC regulations relating to investments in offshore companies by PRC residents may subject Sunlong’s PRC-resident beneficial owners or its PRC subsidiaries to liability or penalties, limit our ability to inject capital into its PRC subsidiaries or limit its PRC subsidiaries’ ability to increase their registered capital or distribute profits.

SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC resident holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls.

SAFE promulgated the Notice of SAFE on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment, or SAFE Circular 13, on February 13, 2015, which was effective on June 1, 2015. SAFE Circular 13 cancels two administrative approval items: foreign exchange registration under domestic direct investment and foreign exchange registration under overseas direct investment, instead. Banks shall directly examine and handle foreign exchange registration under domestic direct investment and foreign exchange registration under overseas direct investment, and SAFE and its branch shall indirectly regulate the foreign exchange registration of direct investment through banks.

Ms. Jiazhen Li and Mr. Xiaonian Zhang have completed registration under SAFE Circular 37 when they are the majority beneficiary owners of the Company. But, after the reorganization of Shengrong, they becoming the indirect shareholders of the Sunlong via a co-owned BVICo, such shareholding structure change of the Sunlong has not completed the modification registered with local SAFE according to Circular 37. However, Sunlong may not be aware of the identities of all of its beneficial owners who are PRC residents. Sunlong does not have control over its beneficial owners and cannot assure you that all of its PRC-resident beneficial owners will comply with SAFE Circular 37, SAFE Circular 13 and subsequent implementation rules. The failure of its beneficial owners who are PRC residents to register or amend their SAFE registrations in a timely manner pursuant to SAFE Circular 37, SAFE Circular 13 and subsequent implementation rules, or the failure of future beneficial owners of Sunlong who are PRC residents to comply with the registration procedures set forth in SAFE Circular 37, SAFE Circular 13 and subsequent implementation rules, may subject such beneficial owners or our PRC subsidiaries to fines and legal sanctions. Furthermore, since SAFE Circular 37 and SAFE Circular 13 was recently promulgated and it is unclear how this regulation, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant PRC government authorities, Sunlong cannot predict how these regulations will affect its business operations or future strategy. Failure to register or comply with relevant requirements may also limit its ability to contribute additional capital to its PRC subsidiaries and limit its PRC subsidiaries’ ability to distribute dividends to Sunlong. These risks may have a material adverse effect on its business, financial condition and results of operations.

If either TJComex or Shengrong fails to maintain the requisite registered capital, licenses and approvals required under PRC law, our business, financial condition and results of operations may be materially and adversely affected.

Foreign investment is highly regulated by the PRC government and local authorities. Both Shengrong and TJComex are required to obtain and maintain certain licenses or approvals from different regulatory authorities in order to operate its current business. These licenses and approvals will be essential to the operation of their businesses. If either TJComex or Shengrong fails to obtain or maintain any of the required licenses or approvals

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for its business, we may be subject to various penalties, such as fines and the discontinuation or restriction of its operations. Any such disruption in the business operations of Shengrong or TJComex could materially and adversely affect our business, financial condition and results of operations.

Risks Related to Doing Business in China

A slowdown of the Chinese economy or adverse changes in economic and political policies of the PRC government could negatively impact China’s overall economic growth, which could materially adversely affect our business.

After the Business Combination, we will be a holding company and all of the combined company’s operations will be entirely conducted in the PRC. Although the PRC economy has grown in recent years, the pace of growth has slowed, and even that rate of growth may not continue. The annual rate of growth in the PRC declined from 7.7% in 2013 to 7.3% in 2014, and 6.9% in 2015. According to a recent State Information of China forecast, China’s economic growth rate in 2016 will slow to 6.7%, its lowest since 1990. A slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments in the PRC may materially reduce the demand for the combined company’s products and may have a materially adverse effect on its business.

China’s economy differs from the economies of most other countries in many respects, including the amount of government involvement in the economy, the general level of economic development, growth rates and government control of foreign exchange and the allocation of resources. While the PRC economy has grown significantly over the past few decades, this growth has remained uneven across different periods, regions and economic sectors.

The PRC government also exercises significant control over China’s economic growth by allocating resources, controlling the payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Any actions and policies adopted by the PRC government could negatively impact the Chinese economy or the economy of the region the combined company serves, which could materially adversely affect the combined company’s business.

Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business the combined company may be able to conduct in the PRC and accordingly on the results of its operations and financial condition.

The combined company’s business operations may be adversely affected by the current and future political environment in the PRC. The Chinese government exerts substantial influence and control over the manner in which the combined company must conduct its business activities. The combined company’s ability to operate in China may be adversely affected by changes in Chinese laws and regulations. Under the current government leadership, the government of the PRC has been pursuing economic reform policies that encourage private economic activities and greater economic decentralization. However, the government of the PRC may not continue to pursue these policies, or may significantly alter these policies from time to time without notice.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing the combined company’s business, or the enforcement and performance of the combined company’s arrangements with borrowers in the event of the imposition of statutory liens, death, bankruptcy or criminal proceedings. Only after 1979 did the Chinese government begin to promulgate a comprehensive system of laws that regulate economic affairs in general, deal with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade, as well as encourage foreign investment in China. Although the influence of the law has been increasing, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. Also, because these laws and regulations are relatively new, and because of the limited volume of published cases and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. In addition, there have been constant changes and amendments of laws and regulations over the past 30 years in order to keep up with the rapidly changing society and economy in China. Because government agencies and courts provide interpretations of laws and regulations and decide contractual disputes and issues, their inexperience in adjudicating new business and new polices or regulations in certain less developed areas causes

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uncertainty and may affect the combined company’s business. Consequently, neither we nor Shengrong and TJComex can predict the future direction of Chinese legislative activities with respect to either businesses with foreign investment or the effectiveness on enforcement of laws and regulations in China. The uncertainties, including new laws and regulations and changes of existing laws, as well as judicial interpretation by inexperienced officials in the agencies and courts in certain areas, may cause possible problems to foreign investors.

Both Shengrong and TJComex’s businesses are subject to extensive regulation and supervision by state, provincial and local government authorities, which may interfere with the way the combined company conducts its business and may negatively impact its financial results.

Both Shengrong and TJComex are subject to extensive and complex state, provincial and local laws, rules and regulations with regard to their loan operations, capital structure, maximum interest rates, allowance for loan losses, among other things, as set out in “Business — Government Regulations.” These laws, rules and regulations are issued by different central government ministries and departments, provincial and local governments and are enforced by different local authorities in Hubei Province, the city of Wuhan and the city of Tianjin. As a result of the complexity, uncertainties and constant changes in these laws, rules and regulation, including changes in interpretation and implementation of such, both Shengrong and TJComex’s business activities and growth may be adversely affected if they do not respond to the changes in a timely manner or are found to be in violation of the applicable laws, regulations and policies as a result of a different position from theirs taken by the competent authority in the interpretation of such applicable laws, regulations and policies. If Shengrong and TJComex are found to be not in compliance with these laws and regulations, they may be subject to sanctions by regulatory authorities, monetary penalties and/or reputation damage, which could have a material adverse effect on the combined company’s business operations and profitability.

Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.

We are required under PRC laws and regulations to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our businesses. The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. We have not made adequate employee benefit payments. We may be required to make up the contributions for these plans as well as to pay late fees and fines, the amount payable of which shall be determined in accordance with 110% of the amount paid by us in the preceding month. If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions against us or our management, in China, based upon United States laws, including the U.S. federal securities laws, or other foreign laws.

We are a company incorporated in Delaware. After the Business Combination, substantially all of our operations will be conducted in China, and substantially all of our assets will be located in China. With the exception of our current Chief Financial Officer, all of our current and proposed directors and officers reside in China, and substantially all of the assets of those persons are located outside of the United States. As a result, Allbright Law, our counsel as to PRC law, has advised us that it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce judgments against us which are obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

Allbright Law has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States providing for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors or officers if they decide that the judgment violates the basic principles of PRC

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laws, national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.

Allbright Law has also advised us that in the event shareholders originate an action against a company without domicile in China for disputes related to contracts or other property interests, the PRC courts may accept a cause of action if (a) the disputed contract is concluded or performed in the PRC or the disputed subject matter is located in the PRC, (b) the company (as defendant) has properties that can be seized within the PRC, (c) the company has a representative organization within the PRC, or (d) the parties chose to submit to the jurisdiction of the PRC courts in the contract on the condition that such submission does not violate the requirements of jurisdiction under the PRC Civil Procedures Law. The action may be initiated by the shareholder by filing a complaint with the PRC courts. The PRC courts would determine whether to accept the complaint in accordance with the PRC Civil Procedures Law. The shareholder may participate in the action by itself or entrust any other person or PRC legal counsel to participate on behalf of such shareholder. Foreign citizens and companies will have the same rights as PRC citizens and companies in such an action unless such foreign country restricts the rights of PRC citizens and companies.

After the Business Combination, WFOE’s ability to pay dividends to us may be restricted due to foreign exchange control and other regulations of China.

After the Business Combination, as an offshore holding company, we will rely principally on dividends from our subsidiary in China, WFOE, for our cash requirements. Under the applicable PRC laws and regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China is required to set aside a portion of its after-tax profit to fund specific reserve funds prior to payment of dividends. In particular, at least 10% of its after-tax profits based on PRC accounting standards each year is required to be set aside towards its general reserves until the accumulative amount of such reserves reach 50% of its registered capital. These reserves are not distributable as cash dividends.

Furthermore, WFOE’s ability to pay dividends may be restricted due to foreign exchange control policies and the availability of its cash balance. Substantially all of the Operating Companies’ operations are conducted in China and all of the revenue we recognize, through WFOE will be denominated in RMB. RMB is subject to exchange control regulation in China, and, as a result, WFOE may be unable to distribute any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into U.S. dollars.

The lack of dividends or other payments from WFOE may limit our ability to make investments or Business Combinations that could be beneficial to our business, pay dividends or otherwise fund, and conduct our business. Our funds may not be readily available to us to satisfy obligations which have been incurred outside the PRC, which could adversely affect our business and prospects or our ability to meet our cash obligations. Accordingly, if we do not receive dividends from WFOE, our liquidity and financial condition will be materially and adversely affected.

Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.

Under the Enterprise Income Tax Law and its implementation regulations issued by the State Council of the PRC, a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within the PRC. Similarly, any gain realized on the transfer of shares by such investors is also subject to PRC tax at a current rate of 10%, subject to any reduction or exemption set forth in relevant tax treaties, if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident enterprise, dividends paid on our shares, and any gain realized from the transfer of our shares, would be treated as income derived from sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to individual investors who are non-PRC residents and any gain realized on the transfer shares by such investors may be subject to PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties. It is unclear whether we or any of our subsidiaries established outside of China are considered a PRC resident enterprise, holders of shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other

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countries or areas. If dividends payable to our non-PRC investors, or gains from the transfer of our shares by such investors are subject to PRC tax, the value of your investment in our shares may decline significantly.

Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.

Under the PRC Enterprise Income Tax Law, or the New EIT Law, and its amendment and implementation rules, which became effective in January 2008, an enterprise established outside of the PRC with a “de facto management body” located within the PRC is considered a PRC resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term “de facto management bodies” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel and human resources, finance and treasury, and Business Combination and disposition of properties and other assets of an enterprise.” On April 22, 2009, the State Administration of Taxation (the “SAT”), issued a circular, or SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although the SAT Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the determining criteria set forth in the SAT Circular 82 may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the resident status of all offshore enterprises for the purpose of PRC tax, regardless of whether they are controlled by PRC enterprises or individuals. Although we do not believe that our legal entities organized outside of the PRC constitute PRC resident enterprises, it is possible that the PRC tax authorities could reach a different conclusion. In such case, we may be considered a PRC resident enterprise and may therefore be subject to the 25% enterprise income tax on our global income, which could significantly increase our tax burden and materially and adversely affect our cash flow and profitability. In addition to the uncertainty regarding how the new PRC resident enterprise classification for tax purposes may apply, it is also possible that the rules may change in the future, possibly with retroactive effect.

We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

On February 3, 2015, the State Administration of Taxation issued an Announcement on Several Issues Concerning Enterprise Income Tax on Income Arising from Indirect Transfers of Property by Non-PRC Resident Enterprises, or Announcement 7, with the same effective date. Under Announcement 7, an “indirect transfer” refers to a transaction where a non-resident enterprise transfers its equity interest and other similar interest in an offshore holding company, which directly or indirectly holds Chinese taxable assets (the assets of an “establishment or place” situated in China; real property situated in China and equity interest in Chinese resident enterprises) and any indirect transfer without reasonable commercial purposes are subject to the PRC taxation. In addition, Announcement 7 specifies the conditions under which an indirect transfer is deemed to lack a reasonable commercial purpose which include: (1) 75% or more of the value of the offshore holding company’s equity is derived from Chinese taxable assets, (2) anytime in the year prior to the occurrence of the indirect transfer of Chinese taxable assets, 90% or more of the total assets (excluding cash) of the offshore holding company are direct or indirect investment in China, or 90% or more of the revenue of the offshore holding company was sourced from China; (3) the functions performed and risks assumed by the offshore holding company(ies), although incorporated in an offshore jurisdiction to conform to the corporate law requirements there, are insufficient to substantiate their corporate existence and (4) the foreign income tax payable in respect of the indirect transfer is lower than the Chinese tax which would otherwise be payable in respect of the direct transfer if such transfer were treated as a direct transfer. As a result, gains derived from such indirect transfer will be subject to PRC enterprise income tax, currently at a rate of 10%.

Announcement 7 grants a safe harbor under certain qualifying circumstances, including transfers in the public securities market and certain intragroup restricting transactions, however, there is uncertainty as to the implementation of Announcement 7. For example, Announcement 7 requires the buyer to withhold the applicable taxes without specifying how to obtain the information necessary to calculate taxes and when the applicable tax shall be submitted. Announcement 7 may be determined by the tax authorities to be applicable to our offshore restructuring transactions or sale of the shares of our offshore subsidiaries where non-resident enterprises, being the transferors, were involved. Though Announcement 7 does not impose a mandatory obligation of filing the report of taxable events, the transferring party shall be subject to PRC withholding tax if the certain tax filing conditions are met. Non-filing may result in an administrative penalty varying from 50% to 300% of unpaid taxes. As a result,

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we and our non-resident enterprises in such transactions may become at risk of being subject to taxation under Announcement 7, and may be required to expend valuable resources to comply with Announcement 7 or to establish that we and our non-resident enterprises should not be taxed under Announcement 7, for any restructuring or disposal of shares of our offshore subsidiaries, which may have a material adverse effect on our financial condition and results of operations.

Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.

The PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular, equity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular 698, which became effective in January 2008, and a Circular 7 in replacement of some of the existing rules in Circular 698, which became effective in February 2015.

Under Circular 698, where a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC “resident enterprise” indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may be subject to PRC enterprise income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

In February 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced a new tax regime that is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer) of the taxable assets. Where a non-resident enterprise conducts an “indirect transfer” by transferring the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise.

We face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions involving the transfer of shares in our company by investors that are non-PRC resident enterprises. The PRC tax authorities may pursue such non-resident enterprises with respect to a filing or the transferees with respect to withholding obligation, and request our PRC subsidiaries to assist in the filing. As a result, we and non-resident enterprises in such transactions may become at risk of being subject to filing obligations or being taxed, under Circular 59 or Circular 698 and Circular 7, and may be required to expend valuable resources to comply with Circular 59, Circular 698 and Circular 7 or to establish that we and our non-resident enterprises should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

The PRC tax authorities have the discretion under SAT Circular 59, Circular 698 and Circular 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the taxable assets transferred and the cost of investment. Although we currently have no plans to pursue any acquisitions in China or elsewhere in the world, we may pursue acquisitions in the future that may involve complex corporate structures. If we are considered a non-resident enterprise under the PRC Enterprise Income Tax Law and if the PRC tax authorities make adjustments to the taxable income of the transactions under SAT Circular 59 or Circular 698 and Circular 7, our income tax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition and results of operations.

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Restrictions on currency exchange may limit our ability to utilize our revenue effectively.

Substantially all of our revenue is denominated in Renminbi. The Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans. Currently, our PRC subsidiaries, which are wholly-foreign owned enterprises, may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, without the approval of SAFE by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. Since a significant amount of our future revenue will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, SAFE or banks and other relevant PRC governmental authorities. This could affect our ability to obtain foreign currency through debt or equity financing for all of our PRC subsidiaries.

Fluctuations in the foreign currency exchange rate between U.S. Dollars and Renminbi could adversely affect our financial condition.

The value of the RMB against the U.S. dollar and other currencies may fluctuate. Exchange rates are affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. On July 21, 2005, the PRC government changed its policy of pegging the value of the RMB to the U.S. dollar. Under this policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of foreign currencies. Following the removal of the U.S. dollar peg, the RMB appreciated more than 20% against the U.S. dollar over three years. From July 2008 until June 2010, however, the RMB traded stably within a narrow range against the U.S. dollar. On June 20, 2010, the PBOC announced that the PRC government would reform the RMB exchange rate regime and increase the flexibility of the exchange rate. Since June 2010, the RMB has appreciated more than 10% against the U.S. dollar. In April 2012, the PRC government announced it would allow greater RMB exchange rate fluctuation. On August 11, 12 and 13, 2015, the PRC government successively set the central parity rate for the RMB more than 3% lower in the aggregate than that of August 10, 2015 and announced that it will begin taking into account previous day’s trading in setting the central parity rate. In 2015, the yuan experienced a 4.88% drop in value, and on January 4, 2016 the PRC government set the U.S. dollar-Chinese yuan currency pair to a reference rate of 6.5%, the lowest rate in 4.5 years, on January 6, 2017, the reference rate was 0.9% up-regulated by the PRC government. However, it is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. As significant international pressure remains on the PRC government to adopt a more flexible currency policy, greater fluctuation of the RMB against the U.S. dollar could result.

Our revenues and costs are mostly denominated in the RMB, and a significant portion of our financial assets are also denominated in the RMB. Any significant fluctuations in the exchange rate between the RMB and the U.S. dollar may materially adversely affect our cash flows, revenues, earnings and financial position, and the amount of and any dividends we may pay on our shares in U.S. dollars. Fluctuations in the exchange rate between the RMB and the U.S. dollar could also result in foreign currency translation losses for financial reporting purposes.

If any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.

If you are a U.S. holder of our shares of common stock, you will be taxed on the U.S. dollar value of your dividends, if any, at the time you receive them, even if you actually receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically, if a dividend is declared and paid in a foreign currency such as the RMB, the amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign currency to the U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually convert the currency into U.S. dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.

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Future inflation in China may inhibit economic activity and adversely affect the combined company’s operations.

The Chinese economy has experienced periods of rapid expansion in recent years which can lead to high rates of inflation or deflation. This has caused the PRC government to, from time to time, enact various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the PRC government to once again impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China. Any action on the part of the PRC government that seeks to control credit and/or prices may adversely affect the combined company’s business operations.

PRC laws and regulations have established more complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more difficult for the combined company to pursue growth through acquisitions in China.

Further to the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New M&A Rules, the Anti-monopoly Law of the PRC, the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by MOFCOM or the MOFCOM Security Review Rules, was issued in August 2011, which established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex, including requirements in some instances that MOFCOM be notified in advance of any change of control transaction in which a foreign investor takes control of a PRC enterprise, or that the approval from MOFCOM be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. PRC laws and regulations also require certain merger and acquisition transactions to be subject to merger control review and or security review.

The MOFCOM Security Review Rules, effective from September 1, 2011, which implement the Notice of the General Office of the State Council on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated on February 3, 2011, further provide that, when deciding whether a specific merger or acquisition of a domestic enterprise by foreign investors is subject to the security review by MOFCOM, the principle of substance over form should be applied and foreign investors are prohibited from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through agreements control or offshore transactions.

Further, if the business of any target company that the combined company seek to acquire falls into the scope of security review, the combined company may not be able to successfully acquire such company either by equity or asset acquisition, capital contribution or through any contractual agreements. The combined company may grow its business in part by acquiring other companies operating in its industry. Complying with the requirements of the relevant regulations to complete such transactions could be time consuming, and any required approval processes, including approval from MOFCOM, may delay or inhibit its ability to complete such transactions, which could affect its ability to maintain or expand its market share.

In addition, SAFE promulgated the Circular on the Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 19, on June 1, 2015. Under Circular 19, registered capital of a foreign-invested company settled in RMB converted from foreign currencies may only be used within the business scope approved by the applicable governmental authority and the equity investments in the PRC made by the foreign-invested company shall be subject to the relevant laws and regulations about the foreign-invested company’s reinvestment in the PRC. In addition, foreign-invested companies cannot use such capital to make the investments on securities, and cannot use such capital to issue the entrusted RMB loans (except approved in its business scope), repay the RMB loans between the enterprises and the ones which have been transferred to the third party. Circular 19 may significantly limit our ability to effectively use the proceeds from future financing activities as the Chinese subsidiaries may not convert the funds received from us in foreign currencies into RMB, which may adversely affect their liquidity and our ability to fund and expand our business in the PRC.

SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts (“Circular 16”), on June 9, 2016, which became effective simultaneously. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign currency to RMB on self-discretionary basis. Circular 16 provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on self-discretionary

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basis which applies to all enterprises registered in the PRC. Circular 16 reiterates the principle that RMB converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purpose beyond its business scope or prohibited by PRC Laws or regulations, while such converted RMB shall not be provide as loans to its non-affiliated entities. As Circular 16 is newly issued and SAFE has not provided detailed guidelines with respect to its interpretation or implementation, it is uncertain how these rules will be interpreted and implemented.

Failure to comply with the United States Foreign Corrupt Practices Act and Chinese anti-corruption laws could subject us to penalties and other adverse consequences.

As our shares are listed on Nasdaq, we are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Non-U.S. companies, including some that may compete with us, may not be subject to these prohibitions. In addition, in 2012, the central government of the PRC commenced a far-reaching campaign against corruption. That ongoing campaign involves aggressive enforcement of existing Chinese anti-corruption laws. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices may occur from time-to-time in the PRC. Our employees or other agents may engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

SEC administrative proceedings against the China affiliates of multi-national accounting firms, and/or any related adverse regulatory development in the PRC, may result in our financial statements being determined to not be in compliance with the requirements of the Exchange Act of 1934, as amended, or the Exchange Act.

In December 2012, the SEC brought administrative proceedings against five major accounting firms in China alleging that they had refused to produce audit work papers and other documents related to certain other China-based companies under investigation by the SEC. On January 22, 2014, an initial administrative law decision was issued, censuring these accounting firms and suspending four of these firms from practicing before the SEC for a period of six months. The decision is neither final nor legally effective unless and until reviewed and approved by the SEC. On February 12, 2014, four of these PRC-based accounting firms appealed to the SEC against this decision. In February 2015, each of the four PRC-based accounting firms agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC. The settlement requires the firms to follow detailed procedures to seek to provide the SEC with access to Chinese firms’ audit documents via the Chinese Securities Regulatory Commission. If the firms do not follow these procedures, the SEC could restart the administrative proceedings.

In the event that the SEC restarts the administrative proceedings or initiates new proceedings against other firms, depending upon the final outcome, listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of our shares may be adversely affected.

If our independent registered public accounting firm was denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined not to be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to our delisting from Nasdaq or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of our shares in the United States.

If our management following our Business Combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Following our initial Acquisition, our management will likely resign from their positions as officers or directors of the company and the management of the target business at the time of the Acquisition will remain in

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place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with these laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues, which may adversely affect our operations.

If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations and our reputation and could result in a loss of your investment in our shares, especially if such matter cannot be addressed and resolved favorably.

U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our company and our business. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend the Company. This situation may be a major distraction to our management. If such allegations are not proven to be groundless, our company and business operations will be severely hampered and your investment in our stock could be rendered worthless.

The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC.

Our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Our SEC filings and other disclosure and public pronouncements are not subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings are not subject to the review by CSRC, a PRC regulator that is tasked with oversight of the capital markets in China. Accordingly, you should review our SEC reports, filings and our other public pronouncements with the understanding that no local regulator has done any review of our company, our SEC reports, other filings or any of our other public pronouncements.

Risk Factors Relating To JM Global and the Business Combination

Following the consummation of the Business Combination, our only significant asset will be ownership of 100% of CaymanCo’s capital stock, and we do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than the ownership of 100% of CaymanCo’s capital stock. We will depend on CaymanCo and its subsidiaries 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 common stock. Legal and contractual restrictions in agreements governing the current indebtedness of Sunlong and future indebtedness we intend to incur in connection with the Business Combination, as well as the financial condition and operating requirements of Sunlong, may limit our ability to obtain cash from CaymanCo. Thus, we do not expect to pay cash dividends on our common stock. Any future dividend payments are within the absolute discretion of our board of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant.

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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.

As a public company, JM Global is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of NASDAQ and other applicable securities rules and regulations. Following the Business Combination, the combined company will continue to be required to provide management’s attestation on internal controls commencing with the Company’s annual report for the year ending December 31, 2017 in accordance with applicable SEC guidance. 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 Sunlong as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the 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.

Subsequent to the consummation of the Business Combination, we may be required to recognize impairment charges related to goodwill, identified intangible assets and property and equipment or to take writedowns or write-offs, restructuring 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.

Following the consummation of the Business Combination, we expect to have substantial balances of goodwill and identified intangible assets. We are required to test goodwill and any other intangible asset with an indefinite life for possible impairment on the same date each year and on an interim basis if there are indicators of a possible impairment. We are also required to evaluate amortizable intangible assets and property and equipment for impairment if there are indicators of a possible impairment. There is significant judgment required in the analysis of a potential impairment of goodwill, identified intangible assets and property and equipment. If, as a result of a general economic slowdown, deterioration in one or more of the markets in which we operate or impairment in Sunlong’s financial performance and/or future outlook, the estimated fair value of its long-lived assets decreases, we may determine that one or more of Sunlong’s long-lived assets is impaired. An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have a material adverse effect on combined company’s financial condition and results of operations.

Although we have conducted due diligence on Sunlong, we cannot assure you that this diligence revealed all material issues that may be present in Sunlong’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 Sunlong ‘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 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.

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

Unlike many other blank check companies in which the initial stockholders 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 have agreed to vote any shares of JM Global common stock owned by them in favor of our initial business combination. As of the date hereof, our initial stockholders and affiliates own shares equal to 81.5% of our issued and outstanding shares of common stock. 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 agreed to vote any shares of JM Global common stock owned by them in accordance with the majority of the votes cast by our unaffiliated public stockholders.

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Your ability to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

At the time of your investment in us, you were not provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our Sponsor and other initial stockholders own 81.5% of the issued and outstanding shares of our common stock, and they have agreed to vote any shares of JM Global common stock owned by them in favor of the Business Combination, public stockholders may not have the right to affect the vote on the Business Combination. Accordingly, your ability to affect the investment decision regarding the Business Combination may be limited to exercising your redemption rights with respect to the Business Combination.

We will incur significant transaction and transition costs in connection with the Business Combination. If we fail to consummate the Business Combination, we may not have sufficient cash available to pay such costs.

We expect to incur significant, non-recurring costs in connection with consummating the Business Combination. Some of these costs are payable regardless of whether the Business Combination is completed. JM Global’s transaction expenses as a result of the Business Combination are currently estimated at approximately $470,000, which are comprised of (i) an approximate $100,000 payment to Highline Research Advisors LLC, (ii) approximately $30,000 in fees to our auditors, (iii) an estimated $280,000 in legal fees and expenses and (iv) approximately $60,000 relating to other fees and expenses incurred in connection with the Business Combination. Additionally, 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 $11,221.78. If JM Global and Sunlong do not consummate the Business Combination, each party will be required to pay its own fees and expenses, and JM Global likely will not have sufficient cash available to pay its fees and expenses unless and until it completes a subsequent business combination transaction. Going forward, Sunlong will incur transition costs and costs relating to operating as a public company.

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.

JM Global will only have limited protection under the indemnification provisions in the event that the representations and warranties made by CaymanCo in the Share Exchange Agreement ultimately proves to be inaccurate or incorrect or there is a breach of pre-closing covenants by Sunlong.

The representations and warranties made by CaymanCo to JM Global in the Share Exchange Agreement generally will survive for a period of 18 months after the closing of the Business Combination (with certain representations and warranties surviving for longer periods). As a result, after the expiration of such periods, JM Global will not have the protection of any indemnification if any such representations or warranties made by CaymanCo in the Share Exchange Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, JM Global would have limited indemnification claims with respect thereto and its financial condition or results of operations could be adversely affected. JM Global’s indemnification for breaches of CaymanCo’s representations and warranties is generally subject to a cap equal to 15% of the Adjusted Equity Value (with certain representations and warranties subject to a cap equal to the Adjusted Equity Value)

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 Sunlong’s representations and warranties are true and correct in all respects as of the closing date, except for such inaccuracies that,

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individually or in the aggregate, would not result in a Material Adverse Effect (as defined in the Share Exchange Agreement). However, if our board of directors determines that it is in our stockholders’ best interest to waive any such breach, 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 $5.75 per one-half of one share ($11.50 per whole share), subject to adjustment. Warrants may be exercised only for a whole number of shares of JM Global’s common stock. No fractional shares will be issued upon exercise of the warrants. There is no guarantee that the public warrants will ever be in the money prior to their expiration and they 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 90% 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 90% of the then outstanding public warrants approve of such amendment. 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 Sponsor, directors and officers have a conflict of interest in determining to pursue the merger with Sunlong, 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. The personal and financial interests of our Sponsor, executive officers and directors may have influenced their motivation in identifying and selecting Sunlong for its target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. These interests include, among other things:

         the fact that our Sponsor and our officers and directors paid an aggregate of approximately $2.5 million for their founder shares and placement units and such securities should have a significantly higher value at the time of the Business Combination. However, the placement warrants comprising the placement units will expire worthless if we do not complete an initial business combination. As a result, our Sponsor (and its members, including our executive officers and directors) have a financial incentive to see the Business Combination consummated rather than lose whatever value is gained on the founder shares and placement shares, as well as any value attributable to the placement warrant;

         the fact that our Sponsor has loaned the Company an aggregate of $140,500, which is due on demand. Additionally, our Sponsor and its affiliates may (but are not obligated to) loan us additional funds to fund our working capital requirements ant transaction costs. Any part or all of such loans may be converted into additional warrants at $0.50 per warrant (a maximum of 1,000,000 warrants if up to $500,000 is loaned and that amount is converted into warrants) of the post-business combination entity at the option of our Sponsor. These warrants will be identical to the private warrants issued in a private placement in connection with Company’s IPO;

         the fact that Dr. Ni, an affiliate of Sunlong, has advanced us a total of $126,880 to the Company for working capital purposes, which is non-interest bearing, unsecured and due on demand;

         the fact that at the closing of the Business Combination, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf;

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         if JM Global is unable to complete a business combination within the required time period, our Chairman of the Board 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 JM Global for services rendered or contracted for or products sold to JM Global, but only if such a vendor or target business has not executed a waiver of claims against the trust account and except as to any claims under our indemnity of the underwriter in our IPO; 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.

These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other transactions contemplated by the Share Exchange Agreement collectively.

The exercise of our directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in our stockholders’ best interest.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Share Exchange Agreement, would require JM Global to agree to amend the Share Exchange Agreement, to consent to certain actions taken by Sunlong or to waive rights that JM Global is entitled to under the Share Exchange Agreement. Such events could arise because of changes in the course of Sunlong’s business, a request by Sunlong to undertake actions that would otherwise be prohibited by the terms of the Share Exchange Agreement or the occurrence of other events that would have a material adverse effect on Sunlong’s business and would entitle JM Global to terminate the Share Exchange Agreement. In any of such circumstances, it would be at JM Global’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of our officers and directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for JM Global and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement, JM Global does not believe there will be any changes or waivers that JM Global’s directors and officers would be likely to make after stockholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further stockholder approval, JM Global will circulate a new or amended proxy statement and re-solicit JM Global’s stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

Concentration of ownership after the Business Combination may have the effect of delaying or preventing a change in control.

It is anticipated that, following the completion of the Business Combination assuming that (i) there are no redemptions in connection with the closing, (ii) the Adjusted Equity Value based on the unaudited pro forma financial statements included in this proxy statement, is equal to $90,134,740, such that a total of 9,013,474 Exchange Shares are issued at the closing, with 10% of such Exchange Shares being deposited in escrow as Escrow Shares, and (iii) the Escrow Shares are deemed to be outstanding and owned by the Sellers while held in escrow, the existing common stockholders of CaymanCo will own 61.7% of the post-combination company. The ownership percentage with respect to CaymanCo existing common stockholders following the Business Combination also does not take into account (i) the issuance of any shares upon completion of the Business Combination under the Company’s proposed 2017 Long-Term Incentive Plan, or (ii) any warrants, options, convertible debt or other convertible securities issued and outstanding as of the date hereof that will remain outstanding following the Business Combination. If the actual facts are different than these assumptions, the percentage ownership of the existing common stockholders of Sunlong may be different. As a result, the existing common stockholders of Sunlong may have the ability to strongly influence the outcome of corporate actions of the Company requiring stockholder approval. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock.

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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 Sunlong, all of whom we expect to stay with Sunlong 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 Sunlong. Although we expect all of such key personnel to remain with Sunlong 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 Sunlong 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, NASDAQ 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 NASDAQ or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

Our initial stockholders and/or their affiliates may enter into agreements concerning our securities prior to the special meeting, which may have the effect of increasing the likelihood of consummation of the Business Combination, decreasing the value of our common stock or reducing the public “float” of our common stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding the Company or its securities, the initial stockholders and/or their affiliates may enter into a written plan to purchase the Company’s securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. In addition, at any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding the Company or its securities, the initial stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from them in the future, or they may enter into transactions with such persons and others to provide them with incentives to acquire shares of the Company’s common stock or vote their shares in favor of the Business Combination Proposal. Such an agreement may 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. In the event that our initial stockholders or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares outstanding to approve the Business Combination Proposal vote in its favor, that the Company will have at least $5,000,001 in net tangible assets upon closing of the business combination after taking into account holders of public shares that properly demanded redemption of their public shares into cash, when it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the initial stockholders for nominal value.

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Entering into any such arrangements may have a depressive effect on the Company’s common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the special meeting. In addition, if such arrangements are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

As of the date of this proxy statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. The Company will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal and the Charter Proposals or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Although we expect our common stock and warrants will remain listed on NASDAQ after the Business Combination, there can be no assurance that our common stock and warrants will continue to be so listed or, if listed, that we will be able to comply with the continued listing standards of NASDAQ.

We plan to apply to continue listing our securities on NASDAQ subsequent to the closing of the Business Combination. To continue listing our securities on NASDAQ subsequent to the closing of the Business Combination, we will be required to demonstrate compliance with NASDAQ’s initial listing standards, which are more rigorous than NASDAQ’s continued listing requirements. For instance, we must maintain a minimum number of holders (300 round-lot holders). We cannot assure you that we will be able to meet those initial listing standards at that time.

On August 14, 2017, we received written notice from the NASDAQ Staff of the Listing Qualifications Department that the Company’s common stock were not in compliance with the minimum 300 round lot holder requirement set forth in NASDAQ Listing Rules 5505(a)(3), and, we would be required to submit a plan to regain compliance with such requirement by February 12, 2018 for the Staff’s consideration by no later than September 28, 2017. On September 28, 2017, we submitted a plan of compliance and are awaiting the Staff’s determination. If the Staff accepts the plan, the Staff may grant the Company an extension of up to 180 calendar days from the date of the Notice, or through February 12, 2018, to evidence compliance with the minimum 300 round lot shareholder requirement. The Company continues to work towards satisfying the NASDAQ listing qualification of 300 round lot holders with respect to our common stock, but there can be no assurance that we will satisfy that requirement by the February 12, 2018 deadline set by NASDAQ.

If, after the Business Combination, NASDAQ delists our common stock or warrants from trading on its exchange due to our failure to meet NASDAQ’s initial and/or continued listing standards, we and our securityholders could face significant material adverse consequences including:

         a limited availability of market quotations for our securities;

         a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;

         a limited amount of analyst coverage; and

         a decreased ability to issue additional securities or obtain additional financing in the future.

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 of 2002 for so long as we are an “emerging growth company.”

Section 404 of the Sarbanes-Oxley Act of 2002 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 with respect to the year ending December 31, 2017 in accordance with applicable SEC guidance. However, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the

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effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 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 July 29, 2020, 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.

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. We have chosen not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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

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

         market conditions affecting the industrial solid waste recycling management and exchange services industries;

         quarterly variations in our results of operations;

         changes in government regulations;

         the announcement of acquisitions by us or our competitors;

         changes in general economic and political conditions;

         volatility in the financial markets;

         results of our operations and the operations of others in our industries;

         changes in interest rates;

         threatened or actual litigation and government investigations;

         the addition or departure of key personnel;

         actions taken by our stockholders, including the sale or disposition of their shares of our common stock; and

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         differences between our actual financial and operating results and those expected by investors and analysts and changes in analysts’ recommendations or projections.

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

Following the Business Combination, the Company’s business and stock price may suffer as a result of its lack of public company operating experience and if securities or industry analysts do not publish or cease publishing research or reports about the Company, its business, or its market, or if they change their recommendations regarding our common stock adversely, the price and trading volume of our common stock could decline.

Prior to the completion of the Business Combination, we have been a blank check company. The Company’s lack of public company operating experience may make it difficult to forecast and evaluate its future prospects. If the Company is unable to execute its business strategy, either as a result of its inability to manage effectively its business in a public company environment or for any other reason, the Company’s business, prospects, financial condition and operating results may be harmed.

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

We have not registered the shares of our common stock issuable upon exercise of the warrants under the Securities Act or state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.

We have not registered the public shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. We have agreed to use our best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the common stock issuable upon exercise of the warrants as soon as practicable after the closing of the Business Combination (but in no event later than thirty (30) business days thereafter) and cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the warrants expire or are redeemed. Until such time as the shares issuable upon exercise of public warrants are registered under the Securities Act, we will be required, commencing on the 91st day following the closing of the Business Combination, to permit holders to exercise their warrants on a cashless basis under certain circumstances specified in the warrant agreement. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In no event will we be required to issue cash, securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of common stock included in the units.

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The future exercise of registration rights may adversely affect the market price of our common stock.

Our common stock is subject to registration rights agreements. We are obligated to register founder shares, placement shares included in the placement units, placement warrants and shares issuable upon exercise of placement warrants pursuant to a registration rights agreement signed in connection with our IPO. In addition, pursuant to the Share Exchange Agreement, we are obligated to file a resale “shelf” registration statement to register the shares of our common stock being issued to existing Sunlong stockholders in the Business Combination and use reasonable best efforts to cause such registration statement to become effective as soon as practicable following the closing of the Business Combination. There are no penalties associated with delays in registering such shares of common stock under the Share Exchange Agreement. Sales of restricted securities pursuant to these agreements may substantially depress the market price of our common stock.

Warrants will become exercisable for our common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Outstanding public warrants to purchase an aggregate of 2,500,000 shares of our common stock, outstanding placement warrants to purchase an aggregate of 125,000 shares of our common stock, and outstanding warrants to purchase an aggregate of 200,000 shares of our common stock underlying the underwriter’s unit purchase option will become exercisable 30 days after the completion of the Business Combination. Each warrant entitles the holder thereof to purchase one-half of one share of JM Global’s common stock at a price of $5.75 per half share ($11.50 per whole share), subject to adjustment. Warrants may be exercised only for a whole number of shares of JM Global’s common stock. No fractional shares will be issued upon exercise of the warrants. To the extent such warrants are exercised, additional shares of our common stock will be issued, which will result in dilution to the then existing holders of common stock of the Company and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock.

Our public stockholders may experience dilution as a consequence of certain transactions. Having a minority share position may reduce the influence that our current stockholders have on the management of the Company.

It is anticipated that, following completion of the Business Combination, assuming that (i) there are no redemptions in connection with the closing, (ii) the Adjusted Equity Value based on the unaudited pro forma financial statements included in this proxy statement, is equal to $90,134,740, such that a total of 9,013,474 Exchange Shares are issued at the closing, with 10% of such Exchange Shares being deposited in escrow as Escrow Shares, and (iii) the Escrow Shares are deemed to be outstanding and owned by the Sellers while held in escrow, JM Global’s public stockholders will retain an ownership interest of approximately 7.1% in JM Global and our initial stockholders and affiliates will retain an ownership interest of approximately 31.2% in JM Global. In addition, if any of JM Global’s stockholders (including our Sponsor, who has the right to redeem up to 2,350,000 public shares it purchased in our IPO) exercise their redemption rights, the ownership interest in JM Global of JM Global’s public stockholders will decrease and the ownership interest in JM Global of our initial stockholders, including our Sponsor, will increase. The ownership percentage with respect to JM Global following the Business Combination also does not take into account (i) the issuance of any shares upon completion of the Business Combination under the Company’s proposed 2017 Long-Term Incentive Plan, or (ii) any warrants, options, convertible debt or other convertible securities issued and outstanding as of the date hereof that will remain outstanding following the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by JM Global’s existing stockholders in JM Global will be different. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information. To the extent that any of the warrants are converted into JM Global common stock, any shares of JM Global common stock are issued pursuant to the proposed 2017 Long-Term Incentive Plan, current stockholders may experience substantial dilution. Such dilution could, among other things, limit the ability of our current stockholders to influence management of the Company through the election of directors following the Business Combination.

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We may redeem any public warrants prior to their exercise at a time that is disadvantageous to warrantholders, thereby making their warrants worthless.

We will have the ability to redeem the public warrants at any time after they become exercisable and prior to their expiration at a price of $0.01 per warrant, provided that the last reported sale price of our common stock equals or exceeds $24.00 per share for any 20 trading days within the 30 trading-day period ending on the third business day before we send the notice of such redemption (on October 10, 2017, the last reported sale price for shares of our common stock was $9.98) and (iii) on the date we give notice of redemption and during the entire period thereafter until the time the warrants are redeemed, there is an effective registration statement under the Securities Act covering the shares of our common stock issuable upon exercise of the public warrants and a current prospectus relating to them is available unless warrants are exercised on a cashless basis. Redemption of the outstanding public warrants could force holders of public warrants:

         to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so;

         to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants; or

         to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants.

Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Company’s certificate of incorporation (as proposed to be amended) and bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of JM Global’s outstanding common stock. Any provision of our amended and restated certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

If we are unable to effect the Business Combination and fail to complete an alternative initial business combination by January 29, 2018, we will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of our remaining stockholders and our board of directors, dissolving and liquidating. In such event, the warrants will expire worthless and third parties may bring claims against JM Global and, as a result, the proceeds held in trust could be reduced and the per share liquidation price received by stockholders could be less than $10.00 per share. Our directors may decide not to enforce the indemnification obligations of Mr. Zhang, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

If we do not consummate the Business Combination and fail to complete an alternative initial business combination by January 29, 2018 (subject to the requirements of law), the existing charter provides that we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of any interest released to us to for working capital purposes, payment of taxes or dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under

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Delaware law to provide for claims of creditors and the requirements of other applicable law. Holders of our founder shares and placement 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 our outstanding warrants. Accordingly, the warrants will expire worthless.

In addition, third parties may bring claims against JM Global. Although JM Global has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of JM Global’s public stockholders. If JM Global is unable to complete a business combination within the required time period, Mr. Zhang, the Chairman of our Board of Directors, has agreed that he 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 JM Global for services rendered or contracted for or products sold to JM Global, but only if such a vendor or prospective target business has not executed such a waiver of claims against the trust account and except as to any claims under our indemnity to the underwriters. However, he may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share or (ii) other than due to the failure to obtain such waiver such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes or working capital expenses, and Mr. Zhang asserts that he is unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Mr. Zhang to enforce his indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against Mr. Zhang to enforce his indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

JM Global’s stockholders may be held liable for claims by third parties against JM Global to the extent of distributions received by them.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not consummate an initial business combination by January 29, 2018 may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, we intend to redeem our public shares as soon as reasonably possible following January 29, 2018 in the event we do not consummate an initial business combination and, therefore, we do not intend to comply with those procedures.

Because we will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires the Company to adopt a plan, based on facts known to us at such time that will provide for the payment of all existing and pending claims or claims that may be potentially brought against the Company within the 10 years following dissolution. However, because we are a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses, the only likely claims to arise would be from vendors (such as lawyers, investment bankers, and consultants) or prospective target businesses. If the Company’s plan of distribution complies with Section 281(b) of the DGCL, any liability of our stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount

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distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. There can be no assurance that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not consummate an initial business combination within the required timeframe is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after January 29, 2018 in the event we do not consummate an initial business combination, this may be viewed or interpreted as giving preference to our stockholders over any potential creditors with respect to access to or distributions from the Company’s assets. Furthermore, our board of directors may be viewed as having breached its fiduciary duties to the Company’s creditors and/or may have acted in bad faith, thereby exposing itself and the Company to claims of punitive damages, by paying our stockholders from the trust account prior to addressing the claims of creditors. There can be no assurance that claims will not be brought against the Company for these reasons.

Activities taken by affiliates of the Company to purchase, directly or indirectly, public shares will increase the likelihood of approval of the Business Combination Proposal and other proposals and may affect the market price of the Company’s securities during the buyback period.

Our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of our initial stockholders or their affiliates will make any such purchases when such parties 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. Although none of our initial stockholders, directors, officers, advisors or their affiliates currently anticipate paying any premium purchase price for such public shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by our initial stockholders or their affiliates, or the price such parties may pay.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such proposals would be approved. If the market does not view the Business Combination positively, purchases of public shares may have the effect of counteracting the market’s view, which would otherwise be reflected in a decline in the market price of our securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of our securities.

As of the date of this proxy statement, no agreements with respect to the private purchase of public shares by the Company or the persons described above have been entered into with any such investor or holder. We will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals.

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

We are subject to laws and regulations enacted by national, regional and local governments, including non-U.S. governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance

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with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations.

We are dependent upon our executive officers and directors and their departure could adversely affect our ability to complete the Business Combination.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our executive officers and directors, at least until we have completed the Business Combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including assessing the potential Business Combination and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could adversely impact our ability to complete the Business Combination.

Since our Sponsor, executive officers and directors will lose their entire investment in us if the Business Combination is not completed, a conflict of interest may arise in determining whether Sunlong is appropriate for our initial business combination.

In April 2015, our Sponsor, Zhong Hui Holding Limited, which is an affiliate of our Chairman of the Board, purchased an aggregate of 1,504,688 founder shares for an aggregate purchase price of $25,000, or approximately $0.017 per share. In June 2015, our sponsor transferred 164,063 founder shares to each of Tim Richerson, our Chief Executive Officer, and Peter Nathanial, our President, as well as 3,000 founder shares to each of Messrs. Jetta and Qu, our independent directors. On September 8, 2015, our Sponsor forfeited 192,188 founder shares because the underwriter’s overallotment option was not exercised. In January 2016, Messrs. Nathanial and Richerson transferred an aggregate of 268,126 founder shares to our Sponsor. In October 2017, our Sponsor sold an aggregate of 170,000 shares to Messrs. Nathanial and Richerson for $0.017 per share. The 1,312,500 founder shares held by our Sponsor (or its members), executive officers and directors and affiliates would have a value at October 10, 2017 of approximately $13.1 million based on the closing price of JM Global common stock as reported by NASDAQ, are not subject to redemption and will be worthless if we do not complete an initial business combination. In addition, our Sponsor purchased an aggregate of 250,000 placement units, each unit comprised of one placement and one warrant exercisable for one-half of one share of our common stock at $5.75 per half share ($11.50 per whole share), for a purchase price of approximately $2,500,000, that will also be worthless if we do not complete a business combination. As a result, our Sponsor, independent directors and officers have a financial incentive to see the Business Combination consummated rather than lose whatever value is attributable to the founder shares and placement units.

The personal and financial interests of our executive officers and directors may have influenced their motivation in identifying and selecting Sunlong for its target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination.

Since our Sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may arise in determining whether Sunlong is appropriate for our initial business combination.

At the closing of the Business Combination, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. These financial interests of our Sponsor, executive officers and directors may have influenced their motivation in identifying and selecting Sunlong for the Business Combination.

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Certain of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us after the Business Combination and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented to our company or to another entity.

Following the completion of the Business Combination, we intend to identify and combine with one or more businesses. Our executive officers and directors are, or may in the future become, affiliated with entities that are engaged in similar businesses. Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented to our company or to another entity. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our proposed second amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Members of our management team may directly or indirectly own common stock and warrants following the Business Combination, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to combine. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to a particular business combination.

For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Certain Relationships and Related Party Transactions.”