424B3 1 f424b3050219_bison.htm PROSPECTUS

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-229127

BISON CAPITAL ACQUISITION CORP.

DOMESTICATION IN DELAWARE

PROXY STATEMENT FOR
A SPECIAL MEETING OF BISON CAPITAL ACQUISITION CORP.

PROSPECTUS FOR

2,707 UNITS (EACH UNIT COMPRISING ONE SHARE OF COMMON STOCK, ONE RIGHT ENTITLING THE HOLDER TO RECEIVE ONE-TENTH OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK), 803,080 SHARES OF COMMON STOCK (INCLUDING COMMON STOCKS INCLUDED IN THE UNITS), 6,037,500 RIGHTS AND 3,018,750 WARRANTS AND 3,622,500 SHARES OF COMMON STOCK UNDERLYING THE WARRANTS AND RIGHTS OF BISON CAPITAL ACQUISITION CORP. (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED XYNOMIC PHARMACEUTICALS HOLDINGS, INC. IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN).

The board of directors of Bison Capital Acquisition Corp., a British Virgin Islands business company (“we,” “us,” “our,” “Bison” or the “Company”), has unanimously approved (1) an agreement and plan of merger, dated as of September 12, 2018, as amended, by and among the Company, Bison Capital Merger Sub Inc. (“Merger Sub”), a company incorporated under the laws of Delaware, Xynomic Pharmaceuticals, Inc., a company incorporated under the laws of Delaware (“Xynomic”), and Yinglin Mark Xu, solely in his capacity as the Shareholder Representative (as amended, the “Merger Agreement”), pursuant to which, Merger Sub will merge with and into Xynomic, with Xynomic surviving the merger as a direct wholly-owned subsidiary of the Company (we refer to such merger and other transactions contemplated in the Merger Agreement hereafter as the “Business Combination”); (2) the domestication of Bison BVI out of the British Virgin Islands and its continuation as a company incorporated in the State of Delaware (the “Domestication”); and (3) the other transactions as contemplated by the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. In connection with the Business Combination, we will change our name to “Xynomic Pharmaceuticals Holdings, Inc.” As used in this proxy statement/prospectus, “Bison BVI” refers to Bison Capital Acquisition Corp. before the Domestication, “Bison DE” refers to Bison Capital Acquisition Corp. after the Domestication and the “combined entity” refers to the surviving company following the closing of the Business Combination, including after its name change to Xynomic Pharmaceuticals Holdings, Inc.

On the effective date of the Domestication, (1) the issued and outstanding ordinary shares, with no par value, of Bison BVI will convert automatically, on a one-for-one basis, into shares of common stock, par value $0.0001 per share, of Bison DE (“Company common stock”); (2) the issued and outstanding warrants of Bison BVI will automatically become warrants of Bison DE, each entitling the holder to acquire one share of Company common stock; and (3) the issued and outstanding units of Bison BVI (less the number of units that have been separated into the underlying ordinary shares, rights and warrants upon the request of the holder thereof) will automatically become units of Bison DE, with each unit representing one share of Company common stock, one right entitling the holder to receive one-tenth of one share of Company common stock and one-half of one warrant.

The issuance of shares of Company common stock to the equity holders of Xynomic will be consummated on a private placement basis, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The aggregate value of the consideration to be paid by Bison in the Business Combination consists of (i) a closing merger consideration of $350 million subject to certain adjustments set forth in the Merger Agreement, payable in shares of Company common stock at $10.15 per share, and (ii) an earnout consideration of an additional 9,852,216 shares of Company common stock.

Bison’s units, ordinary shares, rights and warrants are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “BCACU”, “BCAC”, “BCACR” and “BCACW”, respectively. Bison has applied for listing, to be effective at the time of the Business Combination, of combined entity’s common stock and warrants on Nasdaq under the proposed symbols “XYN” and “XYNPW,” respectively. The combined entity will have new CUSIP numbers for their common stock and warrants to be effective following the closing of the Business Combination, 98421X102 and 98421X110, respectively.

This proxy statement/prospectus provides shareholders of Bison with detailed information about the Business Combination and other matters to be considered at the special meeting of Bison Capital Acquisition Corp. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 40 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, 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/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated May 3, 2019, and is first being mailed to
Bison’s shareholders on or about May
3, 2019.

 

Bison Capital Acquisition Corp.
609
-610 21st Century Tower
No. 40 Liangmaqiao Road
Chaoyang District, Beijing 100016, China

Dear Bison Capital Acquisition Corp. Shareholders:

You are cordially invited to attend the special meeting (the “Meeting”) of shareholders of Bison Capital Acquisition Corp., which we refer to as “we,” “us,” “our,” “Bison,” or the “Company,” on May 14, 2019 at 9:00 p.m., Beijing Time (May 14, 2019 at 9:00 a.m., Eastern Daylight Time), at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, 100016, China. This proxy statement/prospectus is dated May 3, 2019, and is first being mailed to shareholders of the Company on or about May 3, 2019.

At the Meeting, our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve an agreement and plan of merger, dated as of September 12, 2018 (as amended, the “Merger Agreement”), by and among the Company, Bison Capital Merger Sub Inc., a Delaware corporation (“Merger Sub”), Xynomic Pharmaceuticals, Inc., a Delaware corporation (“Xynomic”), and Yinglin Mark Xu, solely in his capacity as the Shareholder Representative. Pursuant to the Merger Agreement, Merger Sub will merge with and into Xynomic, with Xynomic surviving the merger as a direct wholly-owned subsidiary of the Company. We refer to such merger and other transactions contemplated in the Merger Agreement hereafter as the “Business Combination.

In connection with the Merger Agreement, if the Business Combination Proposal and the Domestication Proposal (as defined below) are approved, the Company will re-domicile out of the British Virgin Islands and continue as a company incorporated in the State of Delaware prior to the Closing (as defined below) by filing a notice of continuation out of the British Virgin Islands with the British Virgin Islands Registrar of Corporate Affairs under Section 184 of the Companies Act of 2004 (as defined below) and filing a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation. We refer to these actions as the “Domestication.” On the effective date of the Domestication, each of our currently issued and outstanding ordinary shares, with no par value, will automatically convert in connection with the Domestication, on a one-for-one basis, into shares of common stock, par value $0.0001 per share (the “Company common stock”).

Under the Merger Agreement, upon the consummation of the Business Combination (the “Closing”) all Xynomic stockholders will receive a number of newly issued shares of Company common stock (the Company now having re-domiciled to the State of Delaware) equal to the Closing Merger Consideration divided by $10.15 per share (the “Closing Consideration Shares”). The “Closing Merger Consideration” will be equal to $350,000,000, minus (i) the amount of Xynomic’s closing indebtedness, plus (ii) the amount of Xynomic’s closing cash, minus (iii) the amount of Xynomic’s transaction expenses, plus (iv) certain closing tax assets, plus (v) the amount, if any, by which Xynomic’s closing working capital exceeds an agreed upon target amount of working capital, minus (vi) the amount, if any, by which such target amount of working capital exceeds Xynomic’s closing working capital.

In addition to the Closing Consideration Shares, Xynomic stockholders will receive additional consideration (the “Earnout Consideration” and, together with the Closing Merger Consideration, the “Aggregate Merger Consideration”), of an additional 9,852,216 shares of Company common stock in aggregate (the “Earnout Shares” and, together with the Closing Consideration Shares, the “Merger Consideration Shares”). At the Closing, the Merger Agreement provides that the Earnout Shares will be deposited in an earnout escrow account (the “Earnout Escrow Account”). The Merger Agreement provides that in the event that Xynomic (or, after the Closing, the Company) obtains a worldwide exclusive license to a Phase 2 ready oncology drug candidate identified by the parties on or prior to March 12, 2019 (the “Earnout Criteria”), the Earnout Shares will be released to Xynomic stockholders, except that 3% of the Earnout Shares will be deposited in the Escrow Account (as defined below) as a part of the Escrow Shares (as defined below) upon the release. The Merger Agreement provides that if the Earnout Criteria are not achieved, the Earnout Shares will be returned to the Company. The Earnout Criteria were achieved in December of 2018, and thus the Earnout Shares will be issued to Xynomic stockholders at the Closing, except that 3% of the Earnout Shares will be deposited in the Escrow Account as part of the Earnout Shares.

The newly issued Merger Consideration Shares will be issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions

 

by an issuer not involving any public offering on the basis that the securities were offered and sold in a non-public offering to “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) or to non-U.S. persons (as defined in Regulation S as promulgated under the Securities Act).

At the Closing, 3% of the Closing Consideration Shares will be deposited in an escrow account (the “Escrow Account”) to serve as security for, and the exclusive source of payment of, the Company’s indemnity rights under the Merger Agreement and any excess of the estimated Closing Merger Consideration over the final Closing Merger Consideration amount determined post-Closing. 3% of the Earnout Shares will be added to the Escrow Account for the same purposes (all shares deposited in the Escrow Account are referred to as “Escrow Shares”). Xynomic stockholders are entitled to vote all the Escrow Shares and the Earnout Shares while they are held in escrow.

At the Closing, each outstanding Xynomic option (whether vested or unvested) shall be assumed by the combined entity and automatically converted into an option to purchase Company common shares (each, an “Assumed Option”). Each Assumed Option will be subject to the terms and conditions set forth in the Company Stock Incentive Plan as described in the Incentive Plan Proposal below, and shall (i) constitute the right to acquire a number of Company common shares equal to (as rounded down to the nearest whole number) the product of (A) the Closing Consideration Shares divided by the aggregate number of Company common shares outstanding immediately prior to the effective time of the Merger (including the Dissenting Shares as defined in the Merger Agreement) (the “Per Share Closing Merger Consideration”), multiplied by (B) the number of Company common shares subject to the unexercised portion of such Xynomic option, (ii) be subject to the same vesting schedule as the applicable Xynomic option, and (iii) have an exercise price per share equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price per share of such Xynomic option prior to its assumption, divided by (B) the Per Share Closing Merger Consideration, subject to certain adjustments. In accordance with the Merger Agreement, we expect that there will be in aggregate 1,921,969 Company common shares underlying the Assumed Options subject to vesting schedule of each.

In addition to the proposed Meeting, we held a special meeting of stockholders (the “Extension Meeting”) on March 21, 2019. At the Extension Meeting, the Company’s stockholders approved the following items: (i) an amendment to the Company’s Amended and Restated Memorandum of Association and Articles of Association extending the date by which the Company must consummate its initial business combination and the date for cessation of operations of the Company if the Company has not completed an initial business combination from March 23, 2019 to June 24, 2019 or such earlier date as determined by the Board of Directors of the Company (the “Extension Amendment Proposal”) and (ii) an amendment (the “Amendment to Trust Agreement”) to the Trust Agreement (the “Trust Agreement”) between the Company and Continental extending the date on which to commence liquidation of the Trust Account in accordance with the Trust Agreement, as amended by the Amendment to Trust Agreement, from March 23, 2019 to June 24, 2019 (the “Trust Amendment Proposal”). Following the Extension Meeting, an amended and restated version of our memorandum and articles of association incorporating the amendments made pursuant to the Extension Amendment Proposal was filed with (and registered by) the Registrar of Corporate Affairs in the British Virgin Islands. In connection with the Extension Meeting, shareholders holding 5,234,420 public shares exercised their right to redeem such public shares for a pro rata portion of the Trust Account. As a result, an aggregate of $55,177,977 (or $10.54 per share) was removed from the Trust Account to pay such holders.

It is anticipated that, following the completion of the Business Combination and if there are no redemptions in connection with the Business Combination, and assuming the issuance of 44,334,974 shares of Company common stock as the Merger Consideration Shares, Bison’s existing shareholders, including our Sponsor (as defined below) and underwriter (and its designees) in the initial public offering, will retain an ownership interest of approximately 7.11% of the Company, and Xynomic stockholders collectively will own approximately 92.89% of the outstanding Company common stock. These percentages are calculated based on a number of assumptions (as described in the accompanying proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Merger Agreement. A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

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

(1)    Proposal 1 — to consider and vote upon a proposal to approve the Merger Agreement and the transactions contemplated thereby, which provides for the acquisition by us of all of the outstanding capital stock of Xynomic through a merger of a wholly-owned subsidiary of the Company with and into Xynomic Pharmaceuticals, Inc., with Xynomic Pharmaceuticals, Inc. surviving such merger as a direct wholly-owned subsidiary of the Company (the “Business Combination Proposal”).

 

(2)    Proposal 2 — to consider and vote upon a proposal to (a) re-domicile out of the British Virgin Islands and continue as a company incorporated in the State of Delaware, prior to the Closing; (b) in connection therewith to adopt upon the Domestication taking effect the certificate of incorporation, appended to this proxy statement/prospectus as Annex B (the “Interim Charter”) in place of our memorandum and articles of association (the “Current Charter”), currently registered by the Registrar of Corporate Affairs in the British Virgin Islands and which will remove or amend those provisions of our Current Charter that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) to file a notice of continuation out of the British Virgin Islands with the British Virgin Islands Registrar of Corporate Affairs under Section 184 of the Companies Act of 2004 and in connection therewith to file the Interim Charter with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation (the “Domestication Proposal”);

(3)    Proposal 3 — to approve and adopt, subject to and conditional on the Domestication and Closing (but with immediate effect therefrom the latter), separate proposals for amendments to the Company’s bylaws appended to this proxy statement/prospectus as Annex C (the “Proposed Amended and Restated Bylaws”) and amendments to the Company’s Interim Charter, as set out in the draft amended and restated certificate of incorporation (charter) appended to this proxy statement/prospectus as Annex D (the “Proposed Amended and Restated Charter”) to (1) change the name of the Company to Xynomic Pharmaceuticals Holdings, Inc., and (2) remove or amend those provisions of our Interim Charter which terminate or otherwise cease to be applicable following the Closing (the “Charter Amendment Proposal”);

(4)    Proposal 4 — to consider and vote upon a proposal to re-elect Messrs. Richard Wu, Thomas Folinsbee, Charles Prizzi, and James Jiayuan Tong to serve as directors on our board of directors until the 2019 annual meeting of shareholders, and to elect Messrs. Yinglin Mark Xu, Tingzhi Qian and Adam Inglis to serve as directors on our board of directors until the 2019 annual meeting of the shareholders, in each case under the terms of the Amended and Restated Charter (the “Director Election Proposal”);

(5)    Proposal 5 — to consider and vote upon a proposal to approve and assume the Xynomic 2018 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E (the “Incentive Plan Proposal”);

(6)    Proposal 6 — to consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the current total issued and outstanding ordinary shares of Bison, which Nasdaq may deem to be a change of control pursuant to the Business Combination (the “Nasdaq Proposal”); and

(7)    Proposal 7 — 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, the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal (unless waived by Xynomic), the Incentive Plan Proposal, or the Nasdaq Proposal (the “Adjournment Proposal”).

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

Our units, ordinary shares, rights, and warrants are currently listed on The Nasdaq Capital Market under the symbols “BCACU,” “BCAC,” “BCACR,” and “BCACW,” respectively. We will apply to continue the listing of Company common stock and warrants on The Nasdaq Capital Market under the new symbols “XYN” and “XYNPW,” respectively, upon the Closing. At the Closing, given effect of the Domestication, each unit will separate into (1) one share of common stock of the Company, par value $0.0001 per share (the “Company common share”), (2) one-half of one warrant to purchase one Company common share, and (3) one right to receive 1/10 of a Company common share. Each holder of a right will at the Closing be entitled to receive 1/10 of a Company common share, and both the units and the rights will cease trading at the Closing. No fractional share will be issued as a result of the issuance of shares for rights, and any right to a fractional share will be rounded down to the nearest whole share (in effect extinguishing any fractional entitlement), or the holder is entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive Company common share until the holder is entitled to receive a whole number.

 

Pursuant to the final prospectus filed with the Securities Exchange Commission (Registration No. 333-218404 and 333-218839) (the “Prospectus”) dated June 21, 2017, the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placement occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”). for the benefit of the Company’s public shareholders (individually a “Public Shareholder,” collectively, the “Public Shareholders”) and the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders if the Company fails to consummate its initial business combination (as such term is used in the Prospectus) before June 24, 2019 or such earlier date as determined by Bison’s board of directors, unless otherwise extended as provided in the Merger Agreement and in accordance with the Current Charter (the “Outside Date”), (ii) to the Public Shareholders in the event that they elect to redeem their ordinary shares of the Company in connection with the business combination, (iii) with respect to any interest income earned on the Trust Fund balance, to pay income and to pay any taxes or dissolution expenses, or (iv) to the Company after or concurrently with the Closing. As of the Record Date, the amount of the Trust Fund was $8,492,591.12 and the estimated redemption price was $10.57 per share.

Pursuant to our memorandum and articles of association (the “Current Charter”), currently registered by the Registrar of Corporate Affairs in the British Virgin Islands and our Interim Charter, as applicable, we are providing our Public Shareholders with the opportunity to redeem, upon the Closing, Bison common shares then held by them for cash equal to the aggregate amount then on deposit in the trust account (which was $10.54 per share at the redemption in connection with the Extension Meeting held on March 21, 2019), including interest less taxes payable as permitted under the trust agreement, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001. Under the Merger Agreement, Xynomic is not required to consummate the Business Combination if Bison’s net tangible assets are less than $7,500,001 after giving effect to such redemptions.

On May 1, 2019, Bison and Yinglin Mark Xu entered into a Backstop and Subscription Agreement (the “Backstop Agreement”), pursuant to which Yinglin Mark Xu agreed to purchase up to $7,500,001 of Ordinary Shares in the open market or in other privately negotiated transactions with third parties (Yinglin Mark Xu is not obligated to pay a price of greater than $10.15 per share); or from Bison at a price of $10.15 per share concurrently with the consummation of the Business Combination, in order to ensure that Bison has at least $7,500,001 of net tangible assets remaining at the Closing after giving effect to the redemption of any Ordinary Shares by the public shareholders in connection with the Business Combination with Xynomic (the “Backstop Commitment”). Our charter does not allow Bison to issue any additional shares or any debt securities that would entitle the holders to receive funds from the Trust Account or vote on any Business Combination proposal. As any purchase by Yinglin Mark Xu under the Backstop Commitment would occur after the Record Date, he would not be entitled to vote those shares on the Business Combination proposals.

At the Closing, Bison and Yinglin Mark Xu will enter into a registration rights agreement, in a form to be agreed upon, with respect to the Ordinary Shares purchased by Yinglin Mark Xu in connection with the Backstop Agreement (the “Backstop Shares”). If Yinglin Mark Xu assigns all or a portion of its obligations under the Backstop Agreement to investors that are qualified institutional buyers or institutional accredited investors, such assignees will take a proportionate share of Yinglin Mark Xu’s rights with respect to the Backstop Shares and proportionate rights under the registration rights agreement contemplated by the Backstop Agreement.

As a result of the Backstop Commitment, we will be able to consummate the Business Combination even if all of our public shares are redeemed by our public shareholders as long as the share purchases by Yinglin Mark Xu contemplated by the Backstop Commitment close immediately prior to the Closing.

Public Shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal.

A Public Shareholder, 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 without our prior written consent (the “20% threshold”). Holders of our outstanding public warrants, rights, and units do not have redemption rights in connection with respect to such securities in connection with the Business Combination. Holders of outstanding units must separate the underlying public shares, public rights, and public warrants prior to exercising redemption rights with respect to the public shares.

 

The holders of Bison ordinary shares issued prior to our IPO have agreed to waive their redemption rights with respect to any capital stock they own in connection with the Closing, including their 1,509,375 shares of Bison ordinary shares issued to our Sponsor (as defined below) and James Jiayuan Tong in a private placement prior to our IPO (the “Founder Shares”), 432,062 shares of Bison ordinary shares underlying 432,062 units Bison sold privately to our Sponsor and EarlyBirdCapital, Inc. (and its designees) in connection with the IPO (the “Private Shares” and “Private Units”), and public shares that they have purchased during or after the IPO, if any.

In connection to the Extension Meeting held on March 21, 2019, shareholders holding 5,234,420 public shares exercised their right to redeem such public shares for a pro rata portion of the Trust Account. Currently, Bison Capital Holding Company Limited, which we refer to as our “Sponsor,” together with certain of its affiliates and our independent directors including underwriters in Bison’s IPO, own approximately 70.74% of our issued and outstanding ordinary shares, including all of the Founder Shares and Private Shares. Our Sponsor and other founders have agreed to retain their Founder Shares and Private Shares for all periods relevant to our shareholder vote on the Business Combination Proposal and to vote any Bison ordinary shares owned by them in favor of the proposals described in the accompanying proxy statement/prospectus.

We are providing this proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Regardless of whether you plan to attend the special meeting, we urge you to read this proxy statement/prospectus carefully. Please pay particular attention to the section entitled “Risk Factors” commencing on page 40 of this proxy statement/prospectus.

After careful consideration, our board of directors has unanimously approved and adopted the Merger Agreement and unanimously recommends that our shareholders vote FOR adoption and approval of the Business Combination and FOR all other proposals presented to our shareholders in the accompanying proxy statement/prospectus. 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 shareholder. See the section entitled “The Business Combination Proposal — Certain Benefits of Bison’s Directors and Officers and Others in the Business Combination.

Approval of the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Nasdaq Proposal, and the Adjournment Proposal requires the affirmative vote of a majority of the votes entitled to vote thereon which are cast by shareholders present in person or represented by proxy at the special meeting (it being noted, for the purposes of the Current Charter that each of the Proposals is made for the purposes of approving or is in conjunction with the consummation of the Business Combination). The boards of directors of Xynomic, Merger Sub, and Bison have already approved the Business Combination as well as the stockholders of Xynomic and Merger Sub.

Each redemption of Bison ordinary shares by our Public Shareholders will decrease the amount in our trust account, which held $8,492,591.12 of marketable securities at a redemption price of $10.57 per share as of the Record Date.

Your vote is very important. If you are a registered shareholder, 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 Meeting. Once a valid quorum is established, a failure to vote your shares will have no effect on the outcome of any vote on the proposals to be considered at the Meeting. 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 any vote on the proposals.

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal (unless waived by Xynomic), the Incentive Plan Proposal, and the Nasdaq Proposal are approved at the Meeting. In addition, (i) the Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Charter Amendment Proposal; (ii) the Charter Amendment Proposal is conditioned on the approval of the Domestication Proposal; and (iii) each of the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal, and the Incentive Plan Proposal is 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/prospectus. 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 no effect on the outcome of any vote on the proposals. If you are a shareholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE TRANSACTION IN ORDER TO REDEEM THEIR SHARES FOR CASH. THIS MEANS THAT PUBLIC SHAREHOLDERS WHO HOLD PUBLIC SHARES OF BISON CAPITAL ACQUISITION CORP. ON OR BEFORE MAY 10, 2019 (TWO (2) BUSINESS DAYS BEFORE THE SPECIAL MEETING) MAY ELECT TO REDEEM THEIR SHARES WHETHER OR NOT THEY ARE HOLDERS AS OF THE RECORD DATE, AND WHETHER OR NOT THEY VOTE FOR THE BUSINESS COMBINATION PROPOSAL. 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.

May 3, 2019

 

Sincerely,

   

/s/ James Jiayuan Tong

   

Name:

 

James Jiayuan Tong

   

Title:

 

Chief Executive Officer

This proxy statement/prospectus is dated May 3, 2019, and is first being mailed to shareholders of the Company on or about May 3, 2019.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, 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/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

BISON CAPITAL ACQUISITION CORP.

609-610 21st Century Tower
No. 40 Liangmaqiao Road
Chaoyang District, Beijing
China

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF
BISON CAPITAL ACQUISITION CORP.

To Be Held on May 14, 2019 at 9:00 p.m. Beijing Time

To the Shareholders of Bison Capital Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of Bison Capital Acquisition Corp., a British Virgin Islands corporation (“we,” “us,” “our,” “Bison,” or the “Company”), will be held on May 14, 2019 at 9:00 p.m., Beijing Time (May 14, 2019 at 9:00 a.m., Eastern Daylight Time), at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, 100016, China. You are cordially invited to attend the special meeting for the following purposes:

(1)    The Business Combination Proposal — to approve an agreement and plan of merger, dated as of September 12, 2018 (as amended, the “Merger Agreement”), providing for the merger of our wholly-owned subsidiary, Bison Capital Merger Sub Inc. (“Merger Sub”), a Delaware corporation, with and into Xynomic Pharmaceuticals, Inc., a Delaware corporation (“Xynomic”), with Xynomic surviving the merger as a wholly-owned subsidiary of the Company. We refer the transactions contemplated in the Merger Agreement the “Business Combination” in the accompanying proxy statement/prospectus.

Under the Merger Agreement, upon the consummation of the Business Combination (the “Closing”) all Xynomic stockholders will receive a number of newly issued shares of Company common stock upon the Closing equal to the Closing Merger Consideration divided by $10.15 per share (the “Closing Consideration Shares”). The “Closing Merger Consideration” will be equal to $350,000,000, minus (i) the amount of Xynomic’s closing indebtedness, plus (ii) the amount of Xynomic’s closing cash, minus (iii) the amount of Xynomic’s transaction expenses, plus (iv) certain closing tax assets, plus (v) the amount, if any, by which Xynomic’s closing working capital exceeds an agreed upon target amount of working capital, minus (vi) the amount, if any, by which such target amount of working capital exceeds Xynomic’s closing working capital.

In addition to the Closing Consideration Shares, Xynomic stockholders will receive additional consideration (the “Earnout Consideration” and, together with the Closing Merger Consideration, the “Aggregate Merger Consideration”) of an additional 9,852,216 shares of Company common stock in aggregate (the “Earnout Shares” and, together with the Closing Consideration Shares, the “Merger Consideration Shares”). The Merger Agreement provides that at the Closing, the Earnout Shares will be deposited in an earnout escrow account (the “Earnout Escrow Account”). In the event that Xynomic (or, after the Closing, the Company) obtains a worldwide exclusive license to a Phase 2 ready oncology drug candidate identified by the parties on or prior to March 12, 2019 (the “Earnout Criteria”), the Merger Agreement provides that the Earnout Shares will be released to Xynomic stockholders, except that 3% of the Earnout Shares will be deposited in the Escrow Account (as defined below) as a part of the Escrow Shares (as defined below) upon the release. The Merger Agreement provides that if the Earnout Criteria are not achieved, the Earnout Shares will be returned to the Company. The Earnout Criteria were achieved in December of 2018, and thus the Earnout Shares will be issued to Xynomic stockholders at the Closing, except that 3% of the Earnout Shares will be deposited in the Escrow Account as part of the Earnout Shares.

The newly issued Merger Consideration Shares will be issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering on the basis that the securities were offered and sold in a non-public offering to “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) or to non-U.S. persons (as defined in Regulation S as promulgated under the Securities Act).

 

At the Closing, 3% of the Closing Consideration Shares will be deposited in an escrow account (the “Escrow Account”) to serve as security for, and the exclusive source of payment of, the Company’s indemnity rights under the Merger Agreement and any excess of the estimated Closing Merger Consideration over the final Closing Merger Consideration amount determined post-Closing. 3% of the Earnout Shares will be added to the Escrow Account for the same purposes (all shares deposited in the Escrow Account are referred to as “Escrow Shares”). Xynomic stockholders are entitled to vote all the Escrow Shares and the Earnout Shares while they are held in escrow.

At the Closing, each outstanding Xynomic option (whether vested or unvested) shall be assumed by the combined entity and automatically converted into an option to purchase Company common shares (each, an “Assumed Option”). Each Assumed Option will be subject to the terms and conditions set forth in the Company Stock Incentive Plan as described in the Incentive Plan Proposal below, and shall (i) constitute the right to acquire a number of Company common shares equal to (as rounded down to the nearest whole number) the product of (A) the Closing Consideration Shares divided by the aggregate number of Company common shares outstanding immediately prior to the effective time of the Merger (including the Dissenting Shares as defined in the Merger Agreement) (the “Per Share Closing Merger Consideration”), multiplied by (B) the number of Company common shares subject to the unexercised portion of such Xynomic option, (ii) be subject to the same vesting schedule as the applicable Xynomic option, and (iii) have an exercise price per share equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price per share of such Xynomic option prior to its assumption, divided by (B) the Per Share Closing Merger Consideration, subject to certain adjustments. In accordance with the Merger Agreement, we expect that there will be in aggregate 1,921,969 Company common shares underlying the Assumed Options subject to vesting schedule of each.

(2)    The Domestication Proposal — to consider and vote upon a proposal to: (a) re-domicile out of the British Virgin Islands and continue as a company incorporated in the State of Delaware, prior to the Closing; (b) in connection therewith to adopt upon the Domestication taking effect the certificate of incorporation, appended to this proxy statement/prospectus as Annex B (the “Interim Charter”) in place of our memorandum and articles of association (the “Current Charter”), currently registered by the Registrar of Corporate Affairs in the British Virgin Islands and which will remove or amend those provisions of our Current Charter that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) to file a notice of continuation out of the British Virgin Islands with the British Virgin Islands Registrar of Corporate Affairs under Section 184 of the Companies Act of 2004 and in connection therewith to file the Interim Charter with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation;

(3)    The Charter Amendment Proposal — to approve and adopt, subject to and conditional on the Domestication and the Closing (but with immediate effect from the latter), separate proposals for amendments to the Interim Charter as set out in the draft amended and restated certificate of incorporation (charter) appended to this proxy statement/prospectus as Annex C (the “Proposed Amended and Restated Bylaws”) and amendments to the Company’s Interim Charter, as set out in the draft amended and restated certificate of incorporation (charter) appended to this proxy statement/prospectus as Annex D (the “Proposed Amended and Restated Charter”) to (1) change the name of the Company to Xynomic Pharmaceuticals Holdings, Inc., and (2) remove or amend those provisions of our Interim Charter which terminate or otherwise cease to be applicable following the Closing.

(4)    The Director Election Proposal — to consider and vote upon a proposal to re-elect Messrs. Richard Wu, Thomas Folinsbee, Charles Prizzi, and James Jiayuan Tong to serve as directors on our board of directors until the 2019 annual meeting of shareholders; and to elect Messrs. Yinglin Mark Xu, Tingzhi Qian and Adam Inglis to serve as directors on our board of directors until the 2019 annual meeting of the shareholders, in each case under the terms of the Amended and Restated Charter.

(5)    The Incentive Plan Proposal — to consider and vote upon a proposal to adopt and assume the Xynomic 2018 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E.

 

(6)    The Nasdaq Proposal — to consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the current total issued and outstanding ordinary shares of Bison, which Nasdaq may deem to be a change of control pursuant to the Business Combination.

(7)    The Adjournment Proposal — to consider and vote upon a proposal to adjourn the 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 Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal (unless waived by Xynomic), the Incentive Plan Proposal, or the Nasdaq Proposal (collectively, the “Bison Proposals”).

Only holders of record of our ordinary shares at the close of business on April 5, 2019, are entitled to notice of the Meeting and to vote at the Meeting and any adjournments or postponements of the Meeting. A complete list of our shareholders of record entitled to vote at the Meeting will be available for 10 days before the Meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Meeting.

Pursuant to the final prospectus filed with the Securities Exchange Commission (File No. 333-218404) (the “Prospectus”) dated June 19, 2017, the Company has established a trust account containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $61,884,375 for the benefit of the Company’s public shareholders (the “Public Shareholders”) and the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders if the Company fails to consummate its initial business combination (as such term is used in the Prospectus) before June 24, 2019 or such earlier date as determined by Bison’s board of directors, unless otherwise extended as provided in the Merger Agreement and in accordance with the Current Charter (the “Outside Date”), (ii) to the Public Shareholders in the event that they elect to redeem their Company common shares of the Company in connection with the Business Combination, (iii) with respect to any interest income earned on the Trust Fund balance, to pay income and to pay any taxes or dissolution expenses, or (iv) to the Company after or concurrently the Closing. As of the Record Date, the amount of the Trust Fund was $8,492,591.12 and the estimated redemption price was $10.57 per share.

A Public Shareholder, 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 without our prior written consent (the “20% threshold”). Holders of our outstanding public warrants, rights, and units do not have redemption rights in connection with respect to such securities in connection with the Business Combination. Holders of outstanding units must separate the underlying public shares, public rights, and public warrants prior to exercising redemption rights with respect to the public shares.

The holders of Bison ordinary shares issued prior to our IPO have agreed to waive their redemption rights with respect to any capital stock they own in connection with the Closing, including 1,509,375 shares of Bison ordinary shares issued to our Sponsor (as defined below) and James Jiayuan Tong in a private placement prior to our IPO (the “Founder Shares”), 432,062 shares of Bison ordinary shares underlying 432,062 units Bison sold privately to our Sponsor and EarlyBirdCapital, Inc. (and its designees) in connection with the IPO (the “Private Shares” and “Private Units”), and public shares that they have purchased during or after the IPO, if any.

In connection to the Extension Meeting held on March 21, 2019, shareholders holding 5,234,420 public shares exercised their right to redeem such public shares for a pro rata portion of the Trust Account. Currently, Bison Capital Holding Company Limited, which we refer to as our “Sponsor,” together with certain of its affiliates and our independent directors including the underwriters in Bison’s IPO, own approximately 70.74% of our issued and outstanding ordinary shares, including all of the Founder Shares and Private Shares. Our Sponsor and other founders have agreed to retain their Founder Shares and Private Shares for all periods relevant to our shareholder vote on the Business Combination Proposal and to vote any Bison ordinary shares owned by them in favor of the proposals described in the accompanying proxy statement/prospectus.

Each redemption of shares of our outstanding ordinary shares by our Public Shareholder will decrease the amount in our trust account, which held $63,310,884 of marketable securities as of December 31, 2018. Given that shareholders holding 5,234,420 public shares exercised their right to redeem such public shares for a pro rata portion

 

of the Trust Account in the Extension Meeting, an aggregate of $55,177,977 (or $10.54 per share) was removed from the Trust Account to pay such holders. As of the Record Date, the Trust Account held $8,492,591.12 of marketable securities and the estimated redemption price was $10.57 per share.

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal (unless waived by Xynomic), the Incentive Plan Proposal, and the Nasdaq Proposal are approved at the Meeting. In addition, (i) the Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and the Charter Amendment Proposal; (ii) the Charter Amendment Proposal is conditioned on the approval of the Domestication Proposal; and (iii) each of the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal, and the Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus 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,

May 1, 2019

 

Sincerely,

   

/s/ James Jiayuan Tong

   

Name:

 

James Jiayuan Tong

   

Title:

 

Chief Executive Officer

 

TABLE OF CONTENTS

 

Page

SUMMARY TERM SHEET

 

1

Frequently Used Terms

 

7

Summary of the Proxy Statement/prospectus

 

25

Selected Historical Financial Information of Bison

 

34

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF XYNOMIC

 

35

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

36

Cautionary Note Regarding Forward-Looking Statements

 

38

Risk Factors

 

40

Unaudited Pro Forma Condensed Combined Financial Information

 

93

Special meeting of Bison Shareholders

 

100

The Business Combination Proposal

 

105

The Merger Agreement

 

105

Related Agreements

 

115

Background of the Business Combination

 

118

Bison’s Board of Directors’ Reasons for the Approval of the Business Combination

 

124

Satisfaction of 80% Test

 

125

Opinion of Financial advisor to the Special Committee

 

128

Certain Bison Projected Financial Information

 

133

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

 

135

Potential Purchases of Public Shares

 

136

Total Company Common Shares to Be Issued In the Business Combination

 

136

Sources and Uses for the Business Combination

 

137

Board of Directors of Bison Following the Business Combination

 

137

Domestication

 

138

Current Charter and Charter Amendment

 

138

Name; Headquarters

 

138

Redemption Rights

 

138

Appraisal Rights

 

139

Accounting Treatment

 

139

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

 

139

Vote Required for Approval

 

143

Recommendation of the Board

 

143

The DOMESTICATION Proposal

 

144

Overview

 

144

Material U.S. Federal Income Tax Consequences of the Domestication

 

146

Vote Required for Approval

 

152

Recommendation of the Board

 

152

The Charter Amendment Proposal

 

153

Overview

 

153

Vote Required for Approval

 

157

Recommendation of the Board

 

157

THE Director Election Proposal

 

158

Overview

 

158

Vote Required for Approval

 

160

Recommendation of the Board

 

160

i

THE INCENTIVE PLAN PROPOSAL

 

161

Overview

 

161

U.S. Federal Income Tax Consequences

 

163

Assumed Options

 

164

Option Grants and Stock Awards

 

165

Vote Required for Approval

 

165

Recommendation of the Board

 

165

THE NASDAQ PROPOSAL

 

166

Overview

 

166

Effect of Proposal on Current Shareholders

 

166

Vote Required for Approval

 

166

Recommendation of the Board

 

166

The Adjournment Proposal

 

167

Consequences if the Adjournment Proposal is Not Approved

 

167

Vote Required for Approval

 

167

Recommendation of the Board

 

167

Information About Bison

 

168

Bison Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

179

Information About XYNOMIC

 

184

XYNOMIC Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

238

Executive and Director Compensation Of XYNOMIC

 

248

Management After The Business Combination

 

251

Description of Securities

 

254

Beneficial Ownership of Securities

 

262

Certain Relationships and Related Party Transactions

 

265

Price Range of Securities and Dividends

 

270

LEGAL MATTERS

 

270

EXPERTS

 

270

Appraisal Rights

 

271

Delivery of Documents to Shareholders

 

271

Transfer Agent and Registrar

 

271

Submission of Shareholder Proposals

 

271

Future Shareholder Proposals

 

271

Where You Can Find More Information

 

272

INDEX TO FINANCIAL STATEMENTS

 

F-1

     

ANNEXES

   

Annex A — Merger Agreement

 

A-1

Annex B — Interim Charter

 

B-1

Annex C — Amended and Restated Bylaws of Bison

 

C-1

Annex D — Amended and Restated Memorandum and Articles of Association of Bison

 

D-1

Annex E — Xynomic Equity Incentive Plan

 

E-1

Annex F — Opinion of Cassel Salpeter & Co., LLC

 

F-1

Annex G — Corporation Governance and Nominating Committee Charter

 

G-1

ii

SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled Questions and Answers About the Proposals for Shareholdersand Summary of the Proxy statement/prospectus,summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, its annexes, and the documents referred to or incorporated by reference in this proxy statement/prospectus, as this summary may not contain all of the information that may be important to you in determining how to vote. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions under the section entitled Where You Can Find Additional Information.In addition, for definitions of terms commonly used throughout this proxy statement/prospectus, including this Summary Term Sheet, see the section entitled Frequently Used Terms.

•        Bison is a special purpose acquisition company formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more businesses or entities.

•        There currently are 2,744,517 Bison ordinary shares issued and outstanding, consisting of 803,080 shares originally sold as part of units in Bison’s IPO and remaining after the redemption in connection with the Extension, 1,509,375 Founder Shares that were issued to our Sponsor and Chief Executive Officer prior to Bison’s IPO, and 432,062 shares sold as part of units in a private placement consummated simultaneously with Bison’s IPO.

•        There currently are also 6,469,562 rights of Bison outstanding, consisting of 6,037,500 rights originally sold as part of units in Bison’s IPO, and 432,062 rights sold as part of units in a private placement consummated simultaneously with Bison’s IPO. Each holder of a right will be entitled to receive one-tenth of one Company common share upon the Closing, even if the holder of such right redeemed all Company common shares held by him, her, or it in connection with the Business Combination. No fractional shares will be issued as a result of the issuance of shares for rights, and any right to a fractional share will be rounded down to the nearest whole share (in effect extinguishing any fractional entitlement), or the holder is entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive Company common share until the holder is entitled to receive a whole number. No additional consideration will be required to be paid by a holder of rights in order to receive his, her, or its additional ordinary shares upon the Closing,

•        In addition, there currently are 3,234,781 warrants of Bison outstanding, consisting of: (i) 3,018,750 public warrants originally sold as part of units in Bison’s IPO and (ii) 216,031 private warrants sold as part of units in a private placement consummated simultaneously with the consummation of Bison’s IPO. Each warrant entitles the holder thereof to purchase one share of Bison’s ordinary shares at a price of $11.50 per whole share, subject to adjustment. Warrants may be exercised only for a whole number of Bison’s ordinary shares. No fractional shares will be issued upon exercise of the warrants. The public warrants will become exercisable on the Closing, and expire at 5:00 p.m., New York time, five years after the Closing or earlier upon redemption. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant provided that the last sale price of Company common shares 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 the Company sends the notice of redemption to the warrant holders and if there is a current registration statement in effect with respect to Company common shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The private warrants, however, are non-redeemable so long as they are held by our Sponsor, the initial purchasers, or their permitted transferees. For more information about Bison and its securities, see the sections entitled “Information about Bison,” “Bison Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Securities.

•        There currently is also a unit purchase option held by the underwriter in Bison’s IPO to purchase up 157,500 Company common shares, 157,500 rights to receive 15,750 Company common shares, and 78,750 public warrants to purchase up to a total of 78,750 Company common shares that will remain outstanding following the Closing. The unit purchase option expires on June 19, 2022, five years from the effective date of the registration statement relating to the IPO.

1

•        Pursuant to the Merger Agreement, in exchange for all issued and outstanding shares of Xynomic, we will issue approximately 34,482,758 shares of Company common stock as the Closing Consideration Shares (assuming Closing Merger Consideration of $350 million) to the Xynomic stockholders in such amounts in proportion to their respective equity interests in Xynomic immediately prior to the Closing, with 3% of such shares (the “Escrow Shares”) being deposited in an escrow account (the “Escrow Account”) at the Closing. The Escrow Shares will be the sole source to pay for the Xynomic stockholders’ indemnification obligations under the Merger Agreement and will be released on the 18-month anniversary of the Closing, subject to amounts reserved for indemnification claims then pending or unpaid.

•        In addition to the Closing Consideration Shares, Xynomic stockholders will receive additional consideration (the “Earnout Consideration” and, together with the Closing Merger Consideration, the “Aggregate Merger Consideration”) of an additional 9,852,216 shares of Company common stock in aggregate (the “Earnout Shares” and, together with the Closing Consideration Shares, the “Merger Consideration Shares”). At the Closing, the Merger Agreement provides that the Earnout Shares will be deposited in an earnout escrow account (the “Earnout Escrow Account”). The Merger Agreement provides that in the event that Xynomic (or, after the Closing, the Company) obtains a worldwide exclusive license to a Phase 2 ready oncology drug candidate identified by the parties on or prior to March 12, 2019 (the “Earnout Criteria”), the Earnout Shares will be released to Xynomic stockholders, except that 3% of the Earnout Shares will be deposited in the Escrow Account as a part of the Escrow Shares upon the release. The Merger Agreement provides that if the Earnout Criteria are not achieved, the Earnout Shares will be returned to Bison. The Earnout Criteria were achieved in December of 2018, and thus the Earnout Shares will be issued to Xynomic stockholders at the Closing, except that 3% of the Earnout Shares will be deposited in the Escrow Account as part of the Earnout Shares.

The newly issued Merger Consideration Shares will be issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering on the basis that the securities were offered and sold in a non-public offering to “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) or to non-U.S. persons (as defined in Regulation S as promulgated under the Securities Act).

•        At the Closing, 3% of the Closing Consideration Shares will be deposited in an escrow account (the “Escrow Account”) to serve as security for, and the exclusive source of payment of, the Company’s indemnity rights under the Merger Agreement and any excess of the estimated Closing Merger Consideration over the final Closing Merger Consideration amount determined post-Closing. 3% of the Earnout Shares will be added to the Escrow Account for the same purposes (all shares deposited in the Escrow Account are referred to as “Escrow Shares”). Xynomic stockholders are entitled to vote all the Escrow Shares and the Earnout Shares while they are held in escrow.

•        At the Closing, each outstanding Xynomic option (whether vested or unvested) shall be assumed by the combined entity and automatically converted into an option to purchase Company common shares (each, an “Assumed Option”). Each Assumed Option will be subject to the terms and conditions set forth in the Company Stock Incentive Plan as described in the Incentive Plan Proposal below, and shall (i) constitute the right to acquire a number of Company common shares equal to (as rounded down to the nearest whole number) the product of (A) the Closing Consideration Shares divided by the aggregate number of Company common shares outstanding immediately prior to the effective time of the Merger (including the Dissenting Shares as defined in the Merger Agreement) (the “Per Share Closing Merger Consideration”), multiplied by (B) the number of Company common shares subject to the unexercised portion of such Xynomic option, (ii) be subject to the same vesting schedule as the applicable Xynomic option, and (iii) have an exercise price per share equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price per share of such Xynomic option prior to its assumption, divided by (B) the Per Share Closing Merger Consideration, subject to certain adjustments. In accordance with the Merger Agreement, we expect that there will be in aggregate 1,921,969 Company common shares underlying the Assumed Options subject to vesting schedule of each.

2

Pursuant to the Lock-up Agreement to be entered into by each Xynomic stockholder, Xynomic stockholders will not transfer, assign, or sell the Merger Consideration Shares for a period of nine months from the Closing (which period may be shortened under certain circumstances as described below under the heading “The Business Combination Proposal — Related Agreements — Lock-up Agreement”).

For more information on the Merger Consideration Shares, see the section entitled “The Business Combination Proposal — Total Company Common Shares to be Issued in the Business Combination.” For more information about the Merger Agreement and related transaction agreements, see the section entitled “The Business Combination Proposal — The Merger Agreement.

•        It is anticipated that, immediately following completion of the Business Combination and if there are no redemptions, and assuming the issuance of 44,334,974 shares of Company common stock as the Merger Consideration Shares (assuming Closing Merger Consideration of $350 million and Earnout Consideration of 9,852,216 shares), Bison’s Public Shareholders will retain an ownership interest of 2.95% in Bison and our Initial Shareholders (as defined below) and affiliates (including the underwriter in our IPO) will retain an ownership interest of 4.16% in Bison. These relative percentages assume the automatic conversion of 6,469,562 rights of Bison into approximately 646,956 Company ordinary shares at the Closing. In addition, if any of Bison’s shareholders exercise their redemption rights, the ownership interest in Bison by Bison’s Public Shareholders will decrease and the ownership interest in Bison by our Initial Shareholders, including our Sponsor, will increase. These ownership percentages with respect to Bison following the Business Combination do not take into account: (i) the 3,018,750 public warrants to purchase up to a total of 3,018,750 Company common shares, (ii) the 216,031 private warrants to purchase up to a total of 216,031 Company common shares, (iii) the unit purchase option, held by the underwriter in our IPO, to purchase up to 157,500 Company common shares, 157,500 rights to receive 15,750 Company common shares, and 78,750 public warrants to purchase up to a total of 78,750 Company common shares that will remain outstanding following the Business Combination, (iv) the issuance of any Company common shares under the Assumed Options upon the Closing, or (v) any adjustments to the number of the Closing Consideration Shares that will be issued to the Xynomic stockholders. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Bison’s existing shareholders in Bison will be different. See “Summary — Impact of the Business Combination on Bison’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

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

•        Pursuant to our memorandum and articles of association (the “Current 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 Current Charter regardless of whether such shares are voted for or against the Business Combination. If a holder exercises its redemption rights in connection with the Business Combination, then such holder will be exchanging its ordinary shares for cash and will no longer own shares of the Company and will not participate in any future growth of the Company except the shares received as a result of exercise of rights at the Closing and the shares to be received as a result of exercise of warrant. Such a holder is not required to affirmatively vote for or against the Business Combination in order to redeem its shares for cash but needs to 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 of Bison Shareholders — Redemption Rights.

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•        In addition to voting on the Business Combination Proposal, at the special meeting, the shareholders of Bison will be asked to vote upon:

(i)     a proposal to: (a) re-domicile out of the British Virgin Islands and continue as a company incorporated in the State of Delaware, prior to the Closing; (b) in connection therewith to adopt upon the Domestication taking effect the certificate of incorporation, appended to this proxy statement/prospectus as Annex B (the “Interim Charter”) in place of our Current Charter and which will remove or amend those provisions of our Current Charter that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) to file a notice of continuation out of the British Virgin Islands with the British Virgin Islands Registrar of Corporate Affairs under Section 184 of the Companies Act of 2004 and in connection therewith to file the Interim Charter with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation;

(ii)    separate proposals, subject to and conditional on the Domestication and the Closing (but with immediate effect from the latter), for amendments to the Company’s bylaws appended to this proxy statement/prospectus as Annex C and amendments to the Company’s Interim Charter, as set out in the draft amended and restated certificate of incorporation (charter) appended to this proxy statement/prospectus as Annex D to (1) change the name of the Company to Xynomic Pharmaceuticals Holdings, Inc. and (2) remove or amend those provisions of our Interim Charter which terminate or otherwise cease to be applicable following the Closing;

(iii)   a proposal to re-elect Messrs. Richard Wu, Thomas Folinsbee, Charles Prizzi, and James Jiayuan Tong to serve as directors on our board of directors until the 2019 annual meeting of shareholders; and to elect Messrs. Yinglin Mark Xu, Tingzhi Qian, and Adam Inglis to serve as directors on our board of directors until the 2019 annual meeting of the shareholders;

(iv)   a proposal to approve and adopt the Xynomic 2018 Equity Incentive Plan;

(v)    a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the current total issued and outstanding ordinary shares of Bison, which Nasdaq may deem to be a change of control pursuant to the Business Combination; and

(vi)   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, Charter Proposal, the Director Election Proposal, or the Nasdaq Proposal.

•        The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal (unless waived by Xynomic), the Incentive Plan Proposal, and the Nasdaq Proposal are approved at the Meeting. In addition, (i) the Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Charter Amendment Proposal; (ii) the Charter Amendment Proposal is conditioned on the approval of the Domestication Proposal; and (iii) each of the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal, and the Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal.

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

•        The Merger Agreement may be terminated at any time prior to the Closing upon agreement of Xynomic and Bison, or by Xynomic or Bison acting alone, in specified circumstances. For more information about the termination rights under the Merger Agreement, see the section entitled “The Business Combination Proposal — Termination.

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

•        In considering the recommendation of Bison’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 shareholders 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 shareholders that they vote in favor of the proposals presented at the special meeting. These interests include, among other things:

(i)     the fact that our Sponsor and our Chief Executive Officer, Dr. Tong, paid an aggregate purchase price of $25,000, or approximately $0.017 per share, for their 1,509,375 Founder Shares which would have a value of approximately $15.97 million based on the closing price of Bison ordinary shares of the Record Date as reported by Nasdaq and that are not subject to redemption. Such Founder Shares will have no value if we do not complete an initial business combination by June 24, 2019 or such earlier date as determined by Bison’s board of directors; 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 losing whatever value is attributable to the Founder Shares;

(ii)    the fact that our Sponsor holds 401,875 private units and will continue to hold 422,062 Company common shares and 200,937 warrants following the separation of such private units upon the consummation of the Business Combination, subject to certain lock-up agreement. Those private units and securities underlying those private units are not subject to redemption and will be worthless if we do not complete an initial business combination by June 24, 2019 or such earlier date as determined by Bison’s board of directors;

(iii)   if Bison is unable to complete a business combination by June 24, 2019 or such earlier date as determined by Bison’s board of directors, our Sponsor 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 Bison for services rendered or contracted for or products sold to Bison, 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 underwriters;

(iv)   the continuation of four of our five existing directors as directors of the combined company;

(v)    the fact that Bison has issued a $500,000 note to the Sponsor which is convertible into private units at the Sponsor’s discretion at the Closing;

(vi)   the fact that in addition to the $500,000 notes, the Sponsor has loaned us $100,000 for working capital and may need to loan us additional funds through the Closing, which, in the event that the initial business combination does not close, cannot be paid from the proceeds or the interest on such proceeds in the trust account;

(vii)  the fact that (a) Zhongshan Bison Healthcare Investment Limited (Limited Partnership) (“Zhongshan Bison”) is holding 1,553,265 shares of Series B preferred stock of Xynomic representing approximately 2.96% equity interest in Xynomic immediately prior to the Closing, (b) Mr. Peixin Xu, the Chairman of Bison, is the beneficial owner of 21% of Zhongshan Bison and his wife owns 100% of Sponsor;

(viii) the fact that the Merger Agreement provides a termination fee of $4,500,000 payable to our Sponsor if (i) the breach by Xynomic causes Bison to not be able to satisfy its obligations under the Merger Agreement relating to preparing and filing a proxy statement/prospectus for obtaining, and obtaining, approval of the Business Combination and the Merger Agreement by its shareholders and not consummating an alternative business combination with another party, or to close the Business Combination on or prior to June 24, 2019 or such earlier date as determined by Bison’s board of directors, unless otherwise extended as provided in the Merger Agreement and in accordance with the Current Charter (the “Outside Date”), or enter into a definitive agreement to consummate an

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alternative business combination by that date, and (ii) Bison ceases operations other than making required distributions to its shareholders pursuant to its organizational documents and its winding up and dissolution as a result of (x) failing to obtain shareholder approval to consummate any alternative business combination or (y) occurrence of an Automatic Redemption Event (as defined in the Current Charter); and

(ix)   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 Special Committee and the board of directors when they 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 Bisonrefer to Bison Capital Acquisition Corp., and the terms combined companyand post-combination companyrefer to Bison and its subsidiaries, including Xynomic Pharmaceuticals, Inc., following the Closing.

Furthermore, in this document:

10% Shareholder” means a U.S. Holder of Bison ordinary shares who actually and constructively owns (after taking into account the attribution rules of Section 424(d) of the Code) 10% or more (by vote or value) of Bison’s ordinary shares.

20% threshold” means the restriction as set forth in the Current Charter that a Public Shareholder, 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), 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 without the Company’s prior written consent.

Assumed Options” means options to purchase Company common shares, automatically converted from the outstanding Xynomic options (whether vested or unvested) assumed by the combined entity at the Closing pursuant to the Merger Agreement.

Aggregate Merger Consideration” means the sum of Earnout Consideration and Closing Merger Consideration.

Bison,” “we,” “our” “us,” or the “Company” means Bison Capital Acquisition Corp., a British Virgin Islands company, which, if the Business Combination is successfully completed as contemplated, would continue as a Delaware corporation renamed “Xynomic Pharmaceuticals Holdings, Inc.”

Bison ordinary shares” or “our ordinary shares” means ordinary shares, no par value, of Bison.

Bison Proposals” means all of the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal (unless waived by Xynomic), the Incentive Plan Proposal, and the Nasdaq Proposal.

Business Combination” means the acquisition by us of all of Xynomic equity interests, pursuant to the Merger Agreement, whereby Merger Sub, a wholly-owned subsidiary of Bison, will merge with and into Xynomic, with Xynomic surviving the merger and being the whole owned subsidiary of Bison and other transactions contemplated in the Merger Agreement.

Cassel Salpeter” means Cassel Salpeter & Co., LLC.

Closing” means the closing of the Business Combination as set forth in the Merger Agreement.

Closing Date” means the date on which the Closing actually occurs.

Closing Merger Consideration” means $350,000,000, minus (i) the amount of Xynomic’s closing indebtedness, plus (ii) the amount of Xynomic’s closing cash, minus (iii) the amount of Xynomic’s transaction expenses, plus (iv) certain closing tax assets, plus (v) the amount, if any, by which Xynomic’s closing working capital exceeds an agreed upon target amount of working capital, minus (vi) the amount, if any, by which such target amount of working capital exceeds Xynomic’s closing working capital.

Closing Consideration Shares” means the aggregate number of newly issued shares of Company common stock equal to the Closing Merger Consideration divided by $10.15.

Companies Act of 2004” and the “Insolvency Act” mean the British Virgin Islands Business Companies Act,2004 (as amended) and the Insolvency Act, 2003 of the British Virgin Islands, respectively.

“Company common stock” Bison Capital Acquisition Corp.’s issued and outstanding ordinary shares with no par value converted in connection with the Domestication on a one-for-one basis into common stock, par value $0.0001 per share.

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Code” means the Internal Revenue Code of 1986, as amended or now in effect or as hereafter amended, including, but not limited to, any successor or substitute federal Tax codes or legislation.

Current Charter” means the memorandum and articles of association as amended and restated on June 19, 2017 and March 21, 2019, currently registered by the Registrar of Corporate Affairs in the British Virgin Islands.

“Domestication” means Bison Capital Acquisition Corp.’s plan to re-domicile out of the British Virgin Islands and continue as a company incorporated in the State of Delaware.

EarlyBirdCapital” means EarlyBirdCapital, Inc., an underwriter and sole book-running manager in the IPO.

Earnout Criteria” means in the event that Xynomic (or, after the Closing, the Company) obtains a worldwide exclusive license to a Phase 2 ready oncology drug candidate identified by the parties on or prior to March 12, 2019, the Earnout Shares will be released to Xynomic stockholders, except that 3% of the Earnout Shares will be deposited in the Escrow Account as a part of the Escrow Shares upon the release.

Earnout Shares” means 9,852,216 shares of Company common stock (representing $100,000,000 based on a $10.15 per share value of the Company’s common stock).

“Earnout Escrow Account” means the account where the Merger Agreement provides that the Earnout Shares will be deposited at Closing.

“Effective Time” means the time of filing the certificate of merger with the Secretary of State of the State of Delaware or such other time specified in the certificate of merger.

“Escrow Account” means at the Closing, 3% of the Closing Consideration Shares will be deposited in an escrow account to serve as security for, and the exclusive source of payment of, the Company’s indemnity rights under the Merger Agreement and any excess of the estimated Closing Merger Consideration over the final Closing Merger Consideration amount determined post-Closing.

Escrow Agent” means Continental Stock Transfer & Trust Company.

Escrow Agreement” means an escrow agreement to be entered among Bison, the shareholder representative on behalf of certain Xynomic stockholders, and the Escrow Agent pursuant to which, certain Xynomic stockholders will deposit certain Escrow Shares with the Escrow Agent to security the performance of the indemnification obligations of the Xynomic stockholders under the Merger Agreement.

Escrow Shares” means 3% of the Closing Consideration Shares to be deposited into escrow to support certain indemnification obligations under the Merger Agreement in accordance with the terms set forth in certain escrow agreement.

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

Extension Amendment Proposal” means a proposal that was approved at the Extension Meeting on March 21, 2019 to amend the Company’s memorandum and articles of Association dated June 19, 2017 ( to extend the date before which the Company must complete a business combination from March 23, 2019 to June 24, 2019 or such earlier date as determined by the Board, and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended.

Extension Meeting” means a special meeting of stockholders held by the Company on March 21, 2019 to approve the Extension Amendment Proposal and Trust Amendment Proposal.

Founder Shares” means the 1,509,375 shares of Bison ordinary shares issued to our Sponsor and James Jiayuan Tong in a private placement prior to our IPO.

Group Company(ies)” means Xynomic and its subsidiaries, including Xynomic Pharmaceuticals (Nanjing) Co., Ltd., Xynomic Pharmaceuticals (Shanghai) Co., Ltd., and Xynomic Pharmaceuticals (Zhongshan) Co., Ltd. as listed in Schedule 3.04 of the Company Disclosure Letter to the Merger Agreement.

Interim Charter” means the certificate of incorporation attached to the accompanying proxy statement/prospectus as Annex B and to be adopted upon the Domestication taking effect.

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Incentive Plan” means the proposed Xynomic 2018 Equity Incentive Plan attached to the accompanying proxy statement/prospectus as Annex E.

Initial Shareholders” means our Sponsor and each of our current officers and current directors and an advisor, in each case, that hold Founder Shares.

Initial Public Offering” or “IPO” means the initial public offering of Bison units, each comprised of one ordinary share, one-half of one warrant, and one right to receive one–tenth of an ordinary share upon the Closing, consummated on June 23, 2017 with respect to 5,250,000 units and on June 28, 2017 with respect to 787,500 units related to the full exercise of the underwriter’s over-allotment option, in each case at $10.00 per unit.

Lock-Up Agreement” means a lock-up letter agreement that each of Xynomic stockholders will enter into with the Company upon closing of the Business Combination restricting the sale, transfer or other disposition for value of Bison ordinary shares received as part of the Closing Consideration Shares for nine months post-Closing.

Meeting” means the special meeting of shareholders of Bison that is the subject of this proxy statement/prospectus.

Merger” or “merger” means acquisition by us of all of Xynomic equity interests, pursuant to the Merger Agreement, whereby Merger Sub, a wholly-owned subsidiary of Bison, will merge with and into Xynomic Pharmaceuticals, Inc., with Xynomic Pharmaceuticals, Inc. surviving the merger and being the wholly-owned subsidiary of Bison.

Merger Agreement” means the Merger Agreement, dated as of September 12, 2018, as it may be amended, by and among the Company, Merger Sub, Xynomic and a representative of Xynomic stockholders, a copy of which is attached hereto as Annex A.

Merger Sub” means Bison Capital Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Bison, solely set up for the purpose of facilitate and effect the Business Combination.

Merger Consideration Shares” means the sum of Closing Consideration Shares and Earnout Shares.

ordinary shares” or “our ordinary shares” means ordinary shares, no par value, of Bison.

“Outside Date” means June 24, 2019 or such earlier date as determined by Bison’s board of directors.

“Per Share Closing Merger Consideration” means the Closing Consideration Shares divided by the aggregate number of Company common shares outstanding immediately prior to the Effective Time of the Merger (including the Dissenting Shares as defined in the Merger Agreement).

PRC” or “China” means the People’s Republic of China excluding Taiwan, Hong Kong and Macau for purposes of this proxy statement/prospectus.

Prospectus” means the final prospectus filed with the Securities Exchange Commission (Registration No. 333-218404 and 333-218839) dated June 21, 2017.

private shares,” “private rights” and “private warrants” mean the ordinary shares, rights and warrants included within the private units.

Private Units” or “private units” means the 432,062 units Bison sold privately to our Sponsor and EarlyBirdCapital in connection with the IPO.

private warrants” means the 216,031 warrants included in the private units, each of which entitles the holder to purchase one share of Bison Ordinary Share at a price of $11.50 per whole share, subject to certain adjustment.

Proposed Amended and Restated Charter” means the proposed amended and restated certificate of incorporation of Bison immediately upon the closing of the Business Combination, which will become the Company’s amended and restated certificate of incorporation upon the approval of the Business Combination Proposal, a copy of which is attached hereto as Annex C.

public rights” mean rights included in units issued in our IPO (whether they were purchased in the IPO or thereafter in the open market).

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Public Shareholders” or “public shareholders” means holders of public shares, including the Initial Shareholders to the extent the Initial Shareholders hold public shares, provided that the Initial Shareholders will be considered a “public shareholder” only with respect to any public shares held by them.

Public Shares” or “public shares” means the ordinary shares issued in our IPO (whether they were purchased in the IPO or thereafter in the open market).

public warrants” means the warrants issued in our IPO, each of which is exercisable for one Bison ordinary share, in accordance with its terms.

public rights” means the rights issued in our IPO, each of which entitles its holder to receive one-tenth of a share upon consummation of our initial business combination.

Record Date” means April 5, 2019.

Registration Rights Agreement” means the proposed Registration Rights Agreement to be entered into upon closing of the Business Combination by the Company, and certain Xynomic stockholders and each of our Initial Shareholders.

rights” means the private rights and the public rights, taken together.

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

shares,” with respect to Bison, means, (1) prior to the Domestication, our ordinary shares, and (2) after the Domestication, shares of our common stock, $0.0001 par value per share.

Sponsor” means Bison Capital Holding Company Limited, a Cayman Islands company.

“Special Committee” means a committee of Bison Capital Acquisition Corp.’s Board of Directors, which was established in connection with the proposed Business Combination and consists solely of Bison’s independent directors.

Trust Amendment Proposal” means a proposal to amend to the Company’s investment management trust agreement, dated June 19, 2017 by and between the Company and Continental Stock Transfer & Trust Company to extend the date on which to commence liquidating the Trust Account in the event the Company has not consummated a business combination from March 23, 2019 to June 24, 2019 or such earlier date as determined by Bison’s board of directors if approved by Bison’s shareholders.

Trust Fund” means the proceeds of Bison IPO and from certain private placement occurring simultaneously with the IPO, together with interests accrued from time to time thereon, held in a trust account, for the benefit of public shareholders.

Trust Account” means the trust account where the Company places its net proceeds of the sale of the Units in the Initial Public Offering and the Private Units upon the closing of the Initial Public Offering and the private placement on June 23, 2017.

unit” consists of one ordinary share, one right and one warrant.

Voting Agreement” means a voting and support agreement entered into by and among certain shareholders of Bison and Xynomic dated as of September 12, 2018.

warrants” means the private warrants and the public warrants, taken together.

Xynomic” means Xynomic Pharmaceuticals, Inc. a Delaware corporation, and, unless the context requires otherwise, its consolidated subsidiaries, taken together.

Xynomic stockholders” means the stockholders of Xynomic Pharmaceuticals, Inc. immediately prior to the closing of the Business Combination.

Zhongshan Bison” means Zhongshan Bison Healthcare Investment Limited, a limited partnership holding 1,553,265 shares of Series B preferred stock of Xynomic representing approximately 2.96% equity interest in Xynomic immediately prior to the Closing.

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Questions and Answers about the Proposals for Shareholders

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting (the 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 shareholders. We urge shareholders to read carefully this entire proxy statement/prospectus, including the annexes and the other documents referred to herein.

Q:     Why am I receiving this proxy statement/prospectus?

A:     Our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve an agreement and plan of merger, dated as of September 12, 2018, which was amended on February 11, 2019, February 22, 2019, and April 2, 2019 (as amended, the “Merger Agreement”), providing for the merger of our wholly-owned subsidiary, Bison Capital Merger Sub Inc. (“Merger Sub”), a Delaware corporation, with and into Xynomic, a Delaware corporation, with Xynomic being the surviving company and a wholly-owned subsidiary of the Company.

Under the Merger Agreement, all of Xynomic stockholders will receive a number of newly issued shares of Company common stock upon the Closing equal to the Closing Merger Consideration divided by $10.15 per share (the “Closing Consideration Shares”). The “Closing Merger Consideration” will be equal to $350,000,000, minus (i) the amount of Xynomic’s closing indebtedness, plus (ii) the amount of Xynomic’s closing cash, minus (iii) the amount of Xynomic’s transaction expenses, plus (iv) certain closing tax assets, plus (v) the amount, if any, by which Xynomic’s closing working capital exceeds an agreed upon target amount of working capital, minus (vi) the amount, if any, by which such target amount of working capital exceeds Xynomic’s closing working capital.

In addition to the Closing Consideration Shares, Xynomic stockholders will receive an additional 9,852,216 Company common shares in aggregate (the “Earnout Shares,” and together with the Closing Consideration Share, the “Merger Consideration Shares”). At the Closing, the Merger Agreement provides that the Earnout Shares will be deposited in an earnout escrow account (the “Earnout Escrow Account”). The Merger Agreement provides that in the event that Xynomic (or, after the Closing, the Company) obtains a worldwide exclusive license to a Phase 2 ready oncology drug candidate identified by the parties on or prior to March 12, 2019 (the “Earnout Criteria”), the Earnout Shares will be released to Xynomic stockholders, except that 3% of the Earnout Shares will be deposited in the Escrow Account (as defined below) as a part of the Escrow Shares (as defined below) upon the release. The Merger Agreement provides that if the Earnout Criteria are not achieved, the Earnout Shares will be returned to the Company. The Earnout Criteria were achieved in December of 2018, and thus the Earnout Shares will be issued to Xynomic stockholders at the Closing, except that 3% of the Earnout Shares will be deposited in the Escrow Account as part of the Earnout Shares.

The newly issued Merger Consideration Shares will be issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering on the basis that the securities were offered and sold in a non-public offering to “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) or to non-U.S. persons (as defined in Regulation S as promulgated under the Securities Act).

At the Closing, 3% of the Closing Consideration Shares will be deposited in an escrow account (the “Escrow Account”) to serve as security for, and the exclusive source of payment of, the Company’s indemnity rights under the Merger Agreement and any excess of the estimated Closing Merger Consideration over the final Closing Merger Consideration amount determined post-Closing. 3% of the Earnout Shares will be added to the Escrow Account for the same purposes (all shares deposited in the Escrow Account are referred to as “Escrow Shares”). Xynomic stockholders are entitled to vote all the Escrow Shares and the Earnout Shares while they are held in escrow.

At the Closing, each outstanding Xynomic option (whether vested or unvested) shall be assumed by the combined entity and automatically converted into an option to purchase Company common shares (each, an “Assumed Option”). Each Assumed Option will be subject to the terms and conditions set forth in the Company Stock Incentive Plan as described in the Incentive Plan Proposal below, and shall (i) constitute the right to acquire a number of Company common shares equal to (as rounded down to the nearest whole number) the

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product of (A) the Closing Consideration Shares divided by the aggregate number of Company common shares outstanding immediately prior to the effective time of the Merger (including the Dissenting Shares as defined in the Merger Agreement) (the “Per Share Closing Merger Consideration”), multiplied by (B) the number of Company common shares subject to the unexercised portion of such Xynomic option, (ii) be subject to the same vesting schedule as the applicable Xynomic option, and (iii) have an exercise price per share equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price per share of such Xynomic option prior to its assumption, divided by (B) the Per Share Closing Merger Consideration, subject to certain adjustments. In accordance with the Merger Agreement, we expect that there will be in aggregate 1,921,969 Company common shares underlying the Assumed Options subject to vesting schedule of each.

For additional information regarding sources and uses for funding the consideration to be paid in the Business Combination, see “The Business Combination Proposal — Sources and Uses for the Business Combination.

Our units, ordinary shares, rights, and warrants are currently listed on The Nasdaq Capital Market under the symbols “BCACU,” “BCAC,” “BCACR,” and “BCACW,” respectively.

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

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

Q:     When and where is the Meeting?

A:     The Meeting will be held on May 14, 2019 at 9:00 p.m., Beijing Time (May 14, 2019 at 9:00 a.m., Eastern Daylight Time), at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, 100016, China.

Q:     What is being voted on at the Meeting?

A:     Below are proposals on which our shareholders are being asked to vote:

(1)    The Business Combination Proposal — to approve the Merger Agreement providing for the merger of our Merger Sub with and into Xynomic Pharmaceuticals, Inc., with Xynomic Pharmaceuticals, Inc. being the surviving company and a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, at the Closing, we will issue shares of Company common stock equal to the Closing Merger Consideration to the Xynomic stockholders in exchange of 100% equity capital of Xynomic Pharmaceuticals, Inc., resulting Xynomic Pharmaceuticals, Inc. being a wholly-owned subsidiary of the Company and additional 9,852,216 shares of common stock as the Earnout Shares to be released to Xynomic stockholders subject to the achievement of the Earnout Criteria and other conditions and terms set forth in the Merger Agreement.

(2)    The Domestication Proposal — to consider and vote upon a proposal to: (a) re-domicile out of the British Virgin Islands and continue as a company incorporated in the State of Delaware, prior to the Closing; (b) in connection therewith to adopt upon the Domestication taking effect the certificate of incorporation, appended to this proxy statement/prospectus as Annex B (the “Interim Charter”) in place of our Current Charter and which will remove or amend those provisions of our Current Charter that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) to file a notice of continuation out of the British Virgin Islands with the British Virgin Islands Registrar of Corporate Affairs under Section 184 of the Companies Act of 2004 and in connection therewith to file the Interim Charter with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation;

(3)    The Charter Amendment Proposal — to approve and adopt, subject to and conditional on the Domesticate and the Closing (but with immediate effect from the latter), Proposed Amended and Restated Bylaws and Proposed Amended and Restated Charter to (1) change the name of the Company to Xynomic Pharmaceuticals Holdings, Inc. and (2) remove or amend those provisions of our Interim Charter which terminate or otherwise cease to be applicable following the Closing.

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(4)    The Director Election Proposal — to consider and vote upon a proposal to re-elect Messrs. Richard Wu, Thomas Folinsbee, Charles Prizzi, and James Jiayuan Tong to serve as directors on our board of directors until the 2019 annual meeting of shareholders; and to elect Messrs. Yinglin Mark Xu, Tingzhi Qian and Adam Inglis to serve as directors on our board of directors until the 2019 annual meeting of the shareholders, in each case under the terms of the Amended and Restated Charter.

(5)    The Incentive Plan Proposal — to consider and vote upon a proposal to adopt and assume the Xynomic 2018 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E.

(6)    The Nasdaq Proposal — to consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the current total issued and outstanding ordinary shares of Bison, which Nasdaq may deem to be a change of control pursuant to the Business Combination.

(7)    The Adjournment Proposal — to consider and vote upon a proposal to adjourn the 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 Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal (unless waived by Xynomic), the Incentive Plan Proposal, or the Nasdaq Proposal (collectively, the “Bison Proposals”).

Q:     Are the proposals conditioned on one another?

A:     The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Charter Amendment Proposal. The Charter Amendment Proposal is conditioned on the approval of the Domestication Proposal. In addition, each of the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal, and the Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement/prospectus.

It is important for you to note that in the event that any of the Bison Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by June 24, 2019 or such earlier date as determined by Bison’s board of directors, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders.

Q:     Why is Bison providing shareholders with the opportunity to vote on the Business Combination?

A:     Under the Current Charter and Interim Charter, as applicable, we must provide all holders of public 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 shareholder vote. We are seeking to obtain the approval of our shareholders of the Business Combination Proposal in order to allow our public shareholders to effectuate redemptions of their public shares in connection with the Closing.

Q:     What will happen in the Business Combination?

A:     At the Closing, Merger Sub will be merged with and into Xynomic Pharmaceuticals, Inc., following which Merger Sub shall cease existence and Xynomic Pharmaceuticals, Inc. shall continue as the surviving entity and become our direct wholly-owned subsidiary. The merger shall have the effects specified in Delaware law. As the consideration for the Business Combination, all the issued and outstanding shares of Xynomic Pharmaceuticals, Inc. will be exchanged for the Merger Consideration Shares.

Q:     Following the Business Combination, will the Company’s securities continue to trade on a stock exchange?

A:     Yes. We will apply to continue the listing of Company common shares and warrants on The Nasdaq Capital Market under the new symbols “XYN” and “XYNPW,” respectively, upon the Closing. Our public units will automatically separate into the component securities upon the Closing and, as a result, will no longer trade as a separate security.

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Q:     What are the Earnout Shares, and in what circumstances will it be payable to Xynomic stockholders?

A:     The Merger Agreement provides that, in addition to the Closing Consideration Shares, Xynomic stockholders will receive additional 9,852,216 shares of Company common stock. At the Closing, the Merger Agreement provides that the Earnout Shares will be deposited in the Earnout Escrow Account. The Merger Agreement provides that in the event that the Earnout Criteria are achieved, the Earnout Shares will be released to Xynomic stockholders, except that 3% of the Earnout Shares will be deposited in the Escrow Account as a part of the Escrow Shares upon the release. The Merger Agreement provides that if the Earnout Criteria are not achieved, the Earnout Shares will be returned to the Company. The Earnout Criteria were achieved in December of 2018, and thus the Earnout Shares will be issued to Xynomic stockholders at the Closing, except that 3% of the Earnout Shares will be deposited in the Escrow Account as part of the Earnout Shares. For more information, see “The Business Combination Proposal General Description of the Merger Agreement.

Q:     What equity stake will (i) current Bison shareholders hold in the Company after the Closing and (ii) Bison hold in Xynomic after the Closing?

A:     We anticipate that, at the Closing, and assuming there are no redemptions, and assuming the issuance of 34,482,758 Closing Consideration Shares (assuming Closing Merger Consideration of $350 million) and 9,852,216 Earnout Shares, Bison’s Public Shareholders will retain an ownership interest of 2.95% in the Company post-Closing and our Initial Shareholders and affiliates (including the underwriter in our IPO) will retain an ownership interest of 4.16% in the Company post-Closing. These relative percentages assume the automatic conversion of 6,469,562 rights of Bison into 646,956 Company common shares at the Closing. In addition, if any of our Public Shareholders exercises their redemption rights, the aggregate ownership interest of our Public Shareholders in the Company post-Closing will decrease and the ownership interest our of Initial Shareholders, including our Sponsor and the Chief Executive Officer and the ownership interest of Xynomic stockholders in the Company post-Closing, will increase. Upon the Closing, Bison will own 100% of the issued and outstanding shares of common stock of Xynomic. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by our existing shareholders in the Company post-Closing will be different. These ownership percentages with respect to the Company following the Business Combination do not take into account: (i) the 3,018,750 public warrants to purchase up to a total of 3,018,750 Company common shares, (ii) the 216,031 private warrants to purchase up to a total of 216,031 Company common shares, (iii) the unit purchase option, held by the underwriters in our IPO, to purchase up to 157,500 Company common shares, 157,500 rights to receive 15,750 Company common shares, and 78,750 warrants to purchase up to a total of 78,750 Company common shares that will remain outstanding following the Business Combination, (iv) the issuance of any Company common shares under the Assumed Options at the Closing, or (v) any adjustments to the number of the Closing Consideration Shares that will be issued to the Xynomic stockholders.

For more information, please see the section entitled “Summary of the Proxy statement/prospectus — Impact of the Business Combination on Bison’s Public Float.

Q:     What will the business of the combined company be like following the Business Combination, assuming that the Business Combination is approved?

A:     Assuming the Business Combination is approved, following the Closing, the combined company’s business will be that of Xynomic. The combined company will change its corporate name from “Bison Capital Acquisition Corp.” to “Xynomic Pharmaceuticals Holdings, Inc.” For more information about Xynomic and its business, see the section entitled “Information about Xynomic.

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

A:     There are a number of closing conditions in the Merger Agreement, including that our shareholders have approved the Business Combination, the Merger Agreement, and the rest of the Bison Proposals. 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 Merger Agreement — Conditions to Closing of the Business Combination.

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Q:     Are there any arrangements to help ensure that the Company will have sufficient funds, together with the proceeds in its trust account, to fund the refinancing of existing Xynomic indebtedness and certain additional payments related to the Business Combination?

A:     Yes. Under the Merger Agreement, Xynomic is not required to consummate the Business Combination if Bison’s net tangible assets are less than $7,500,001 after giving effect to the redemptions. In the event that redemption by Public Shareholders causes the value of net tangible assets of Bison to drop below $7,500,001, we will raise additional capital by selling shares to Yinglin Mark Xu pursuant to the Backstop Commitment so that Bison’s net tangible assets will be no less than $7,500,001 after giving effect to the redemptions.

Q:     Why is Bison proposing the Domestication Proposal?

A:     The Domestication Proposal allows the Company to re-domicile as a Delaware entity. We believe that the Domestication would, among other things, provide legal, administrative, and other similar efficiencies; relocate our jurisdiction of organization to one that is the choice of domicile for many publicly traded corporations, as there is an abundance of case law to assist in interpreting the Delaware General Corporation Law (the “DGCL”), and the Delaware legislature frequently updates the DGCL to reflect current technology and legal trends; and provide a favorable corporate environment which will help us compete more effectively with other publicly traded companies in raising capital and in attracting and retaining skilled and experienced personnel. Additionally, the Domestication would avoid certain tax inefficiencies to the combined company. In connection with the Domestication, we will be filing the Interim Charter with the Secretary of State of the State of Delaware, which amends and removes the provisions of our current charter that terminate or otherwise become inapplicable because of the Domestication and provides our shareholders with the same or substantial the same rights in connection with the Business Combination.

Q:     What are the federal income tax consequences of the Domestication?

A:     The Domestication will constitute a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”). Upon the closing of the Domestication, Bison becomes a domestic corporation for federal income tax purposes, U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences of the Domestication” below) of Bison ordinary shares, will be subject to Section 367(b) of the Code and, as a result:

Subject to the discussion below concerning passive foreign investment companies (“PFICs”), a U.S. Holder of Bison ordinary shares whose ordinary shares have a fair market value of less than $50,000 on the date of the Domestication and does not own actually and constructively 10% or more (by vote or value) of Bison (a “10% Shareholder”) will not recognize any gain or loss and will not be required to include any part of the Company’s earnings in income.

Subject to the discussion below concerning PFICs, a U.S. Holder of Bison ordinary shares whose ordinary shares have a fair market value of $50,000 or more, but who is not a 10% Shareholder will generally recognize gain (but not loss) on the deemed receipt of Company common stock in the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income, as a dividend, the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367) attributable to its Bison ordinary shares provided certain other requirements are satisfied.

Subject to the discussion below concerning PFICs, a U.S. Holder of Bison ordinary shares whose ordinary shares have a fair market value of $50,000 or more, and who on the date of the Domestication is a 10% Shareholder will generally be required to include in income, as a dividend, the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367) attributable to its Bison ordinary shares provided certain other requirements are satisfied.

As discussed further under “PFIC Considerations” below, the Company believes that it has been considered a PFIC since its inception. Accordingly, subject to certain exceptions, the Domestication will be a taxable event for any U.S. Holder under the PFIC rules. The determination of whether a foreign corporation is a PFIC is primarily factual, and there is little administrative or judicial authority on which to rely to make a determination. If the Company is considered a PFIC for U.S. federal income tax purposes, proposed Treasury Regulations,

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if finalized in their current form, would generally require U.S. Holders of Bison ordinary shares to recognize gain on the deemed receipt of Company common stock in the Domestication unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Bison ordinary shares. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of the Company. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “Material U.S. Federal Income Tax Consequences of the Domestication.”

If you are a non-U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences of the Domestication” below) of Bison ordinary shares, you may become subject to withholding tax on any dividends paid on the ordinary shares of Bison or the Company common stock subsequent to the Domestication.

For a more detailed description of the material U.S. federal income tax consequences associated with the Domestication, please read “Material U.S. Federal Income Tax Consequences of the Domestication” of this proxy. WE STRONGLY URGE YOU TO CONSULT WITH YOUR OWN TAX ADVISOR.

Q:     Why is Bison proposing the Charter Amendment Proposal?

A:     The Proposed Charter Amendment that we are asking our shareholders to approve in connection with the Business Combination provides (1) change the name of the Company to Xynomic Pharmaceuticals Holdings, Inc. and (2) remove or amend those provisions of our Interim Charter which terminate or otherwise cease to be applicable following the Closing.

Q:     Why is Bison proposing the Director Election Proposal?

A:     Upon the Closing, we anticipate that the size of our board of directors will increase to seven directors, all of whom will be voted on by our shareholders at the Meeting. See the section entitled “Director Election Proposal” for additional information. Unless waived by Xynomic, approval of the Director Election Proposal is a condition to the Closing pursuant to the Merger Agreement.

Q:     Why is the Company proposing the Incentive Plan Proposal?

A:     The Xynomic 2018 Equity Incentive Plan allows us to grant equity awards (including stock options, restricted stock units, and performance share awards) to our employees, officers, directors, and advisors. We believe our success is due to our highly talented employee base and that future success depends on the ability to attract and retain high caliber personnel. We compete with many companies for a limited pool of talented people. The ability to grant equity awards is a necessary and powerful recruiting and retention tool for us to obtain the quality personnel we need to move our business forward.

Q:     Why is the Company proposing the Nasdaq Proposal?

A:     We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a) and (b), which require shareholder approval of the issuance of shares of stock in certain transactions that result in (1) the issuance of 20% or more of the voting power outstanding or ordinary shares outstanding before such issuance of shares and (2) a change of control. Pursuant to the Merger Agreement, assuming Closing Merger Consideration of $350 million, we estimate that we may issue up to 44,334,974 Company common shares (assuming Closing Merger Consideration of $350 million and Earnout Consideration of 9,852,216 shares), subject to adjustment as described in the Merger Agreement. We anticipate that the Merger Consideration Shares to be issued to Xynomic stockholders (1) will constitute more than 20% of our outstanding common shares and more than 20% of outstanding voting power prior to such issuance and (2) will result in a change of control of the Company. As a result, we are required to obtain shareholder approval of such issuances pursuant to Nasdaq Listing Rules 5635(a) and (b). For more information, see the section entitled “Nasdaq Proposal.” Approval of the Nasdaq Proposal is a condition to the Closing pursuant to the Merger Agreement. The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Charter Amendment Proposals.

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Q:     What happens if I sell my Bison ordinary shares before the Meeting?

A:     The Record Date for the Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your Bison ordinary shares after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the 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 the Closing. If you transfer your Bison ordinary shares prior to the Record Date, you will have no right to vote those shares at the 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 Meeting?

A:     Approval of each Bison Proposal requires the affirmative vote of a majority of the votes entitled to vote thereon which are cast by shareholders present in person or represented by proxy at the Meeting. As each of the Proposals is made for the purposes of approving or is in conjunction with the consummation of the Business Combination and that none would in any event substantively affect the rights attaching to the Bison ordinary shares (even as they become common stock following the Domestication), the directors of the Company are of the view that the higher 65% voting threshold, as would apply in certain circumstances under the Current Charter, would not apply in respect of the Bison Proposals. With particular regard to the Domestication, it is further noted that not only with the Interim Charter preserve the existing rights of the Bison ordinary shares unchanged, but also that the existing provisions of the Current Charter (including Regulation 23 of the Current Charter and those others which cannot be amended prior to the consummation of a Business Combination or made subject to certain restrictions on amendment) will be replicated or substantively replicated in the Current Charter.

Bison shareholder’s failure to vote by proxy or to vote in person at the Meeting or the failure of a Bison shareholder 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 shareholder’s shares not being counted towards the number of Bison ordinary shares 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 proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established and Broker non-votes will not be counted for purposes of establishing a quorum.

Additionally, you are not required to affirmatively vote for or against the Business Combination Proposal in order to exercise your redemption rights.

Currently, our Sponsor, together with certain of its affiliates and our independent directors including underwriters in Bison’s IPO, own approximately 70.74% of our issued and outstanding ordinary shares, including all of the Founder Shares and Private Shares. Our Sponsor and other affiliates have agreed to retain their Founder Shares and Private Shares for all periods relevant to our shareholder vote on the Business Combination Proposal and to vote any Bison ordinary shares owned by them in favor of the proposals described in the accompanying proxy statement/prospectus. As a result, the approval of each proposal by our public shareholders is not needed in order to approve the Business Combination or to consummate the Business Combination.

Q:     May Bison or the Sponsor, Bison Capital’s directors, officers, advisors, or their affiliates purchase shares in connection with the Business Combination?

A:     In connection with the shareholder vote to approve the proposed Business Combination, our Initial Shareholders, directors, executive officers, advisors, or their affiliates may (i) purchase Bison ordinary shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, (ii) execute agreements to purchase such shares from institutional and other investors in the future, and/or (iii) enter into transactions with institutional and other investors to provide such persons with incentives to acquire Bison ordinary shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions by the Initial Shareholders and/or their respective affiliates would be to increase the likelihood of satisfaction of the requirements that (x) the holders of a majority of the public shares present and entitled to vote at the Meeting vote in favor of the Business Combination Proposal, and/or (y) that the Company will have at least $7,500,001 in net tangible assets after taking into account holders of public shares that properly demanded redemption of their public shares into cash and the closing of the Backstop

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Commitment, when, in each case, it appears that such requirements would otherwise not be met. However, they have no current commitments or plans 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.

Q:     How many votes do I have at the Meeting?

A:     Our shareholders are entitled to one vote at the Meeting for each share of Bison ordinary shares held of record at the close of business on April 5, 2019, the Record Date for the Meeting. As of the close of business on the Record Date, there were 2,744,517 outstanding ordinary shares.

Q:     What constitutes a quorum at the Meeting?

A:     Holders of 50% of the votes of the Company’s issued and outstanding shares as of the Record Date that are entitled to vote on the Bison Proposals at the Meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the Chairman has the power to adjourn the Meeting. As of the Record Date for the Meeting, 50% of 2,744,517 ordinary shares would be required to achieve a quorum.

Q:     Who at Bison has approved the Merger Agreement and the Business Combination?

A:     The Merger Agreement and the Business Combination have been approved by the special committee of Bison’s board (the “Special Committee”), which was established in connection with the proposed Business Combination and consists solely of Bison’s independent directors. Upon the recommendation of the Special Committee, Bison’s board has approved the Merger Agreement and the Business Combination and decided to recommend our shareholders to vote FOR all Bison Proposals. Concurrently with execution of the Merger Agreement, certain shareholders of Bison entered into a voting and support agreement with Xynomic (the “Voting Agreement”). Under the Voting Agreement, such Bison shareholders party thereto generally agreed to vote all of their capital shares representing 70.74% of the outstanding voting power in Bison in favor of the Merger Agreement and the transactions contemplated thereby, and each other Proposal contained herein.

Q:     What interests do Bison’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:

(1)    the fact that our Sponsor and our Chief Executive Officer, Dr. Tong, paid an aggregate purchase price of $25,000, or approximately $0.017 per share, for their 1,509,375 Founder Shares which would have a value of approximately $15.97 million based on the closing price of Bison ordinary shares of the Record Date as reported by Nasdaq and that are not subject to redemption. Such Founder Shares will have no value if we do not complete an initial business combination by Outside Date; 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 losing whatever value is attributable to the Founder Shares;

(2)    the fact that our Sponsor holds 401,875 private units and will continue to hold 422,062 Company common shares and 200,937 warrants following the separation of such private units upon the consummation of the Business Combination, subject to certain lock-up agreement. Those private units and securities underlying those private units are not subject to redemption and will be worthless if we do not complete an initial business combination by June 24, 2019 or such earlier date as determined by Bison’s board of directors;

(3)    if Bison is unable to complete a business combination by June 24, 2019 or such earlier date as determined by Bison’s board of directors, given that the Extension Amendment Proposal was approved by Bison’s shareholders on March 21, 2019, our Sponsor 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 Bison for services rendered or contracted for or products sold to Bison, 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 underwriters;

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(4)    the continuation of four of our five existing directors as directors of the combined company;

(5)    the fact that Bison has issued a $500,000 note to the Sponsor which is convertible into private units at the Sponsor’s discretion at the Closing;

(6)    the fact that in addition to the $500,000 notes, the Sponsor has loaned us $100,000 for working capital and may need to loan us additional funds through the Closing, which, in the event that the initial business combination does not close, cannot be paid from the proceeds or the interest on such proceeds in the trust account;

(7)    the fact that (a) Zhongshan Bison Healthcare Investment Limited (Limited Partnership) (“Zhongshan Bison”) is holding 1,553,265 shares of Series B preferred stock of Xynomic representing approximately 2.96% equity interest in Xynomic immediately prior to the Closing, (b) Mr. Peixin Xu, the Chairman of Bison, is the beneficial owner of 21% of Zhongshan Bison and his wife owns 100% of Sponsor;

(8)    the fact that the Merger Agreement provides a termination fee of $4,500,000 payable to our Sponsor if (i) the breach by Xynomic causes Bison to not be able to satisfy its obligations under the Merger Agreement relating to preparing and filing a proxy statement/prospectus for obtaining, and obtaining, approval of the Business Combination and the Merger Agreement by its shareholders and not consummating an alternative business combination with another party, or to close the Business Combination on or prior to June 24, 2019 or such earlier date as determined by Bison’s board of directors, given that the Extension Amendment Proposal was approved by Bison’s shareholders on March 21, 2019, unless otherwise extended as provide in the Merger Agreement and in accordance with the Current Charter (the “Outside Date”), or enter into a definitive agreement to consummate an alternative business combination by that date, and (ii) Bison ceases operations other than making required distributions to its shareholders pursuant to its organizational documents and its winding up and dissolution as a result of (x) failing to obtain shareholder approval to consummate any alternative business combination or (y) occurrence of an Automatic Redemption Event (as defined in the Current Charter); and

(9)    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 Special Committee and the Board when they 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 June 24, 2019 or such earlier date as determined by Bison’s board of directors, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders.

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 Closing, less taxes payable, upon the Closing. A public shareholder, 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 without our prior written consent (the “20% threshold”). Our Sponsor and Initial Shareholders have agreed to waive their redemption rights with respect to any shares of our capital stock they may hold in connection with the Closing, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the trust account of approximately $8,492,591.12 on the Record Date, the estimated per share redemption price would have been approximately $10.57 per share. 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

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but net of taxes payable 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 June 24, 2019 or such earlier date as determined by Bison’s board of directors.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your Bison ordinary shares for or against the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash, and the potential inability to meet the listing standards of the Nasdaq Capital Market.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern Daylight Time on May 10, 2019 (two business days before the 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:     Bison shareholders who exercise their redemption rights to receive cash from the trust account in exchange for their Bison ordinary shares 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 Bison ordinary shares redeemed. The redemption, however, may be treated as a distribution if it does not effect a meaningful reduction in the redeeming shareholder’s percentage ownership in Bison. It is important to note that the Section 318 of the Code attribution or constructive ownership of stock rules apply when testing redemption treatment under Section 302(b). If there is attribution sufficient to cause the redemption to be treated instead under the Section 301 distribution rules which breaks non-liquidating corporate distributions into three distinct parts: (i) dividend treatment included in shareholder’s gross income under Section 301(c)(1) (which may or may not receive “qualified dividend” treatment under Section 1(h)(11)), (ii) the portion of the distribution that is not a dividend shall be applied against and reduce the shareholder’s adjusted basis in the stock pursuant to Section 301(c)(2), and (iii) any remaining portion of the distribution shall be treated as gain from the sale or exchange of the Bison ordinary shares under Section 301(c)(3). If the receipt of cash in exchange for the ordinary shares is treated under Section 302(b) of the Code, then such gain or loss will be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. See the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.

Q:     If I am a Bison warrant holder, 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.

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

A:     No. You can only exercise redemption rights with respect to your public shares (excluding the Bison shares upon the automatic conversion of the rights include in the units). Holders of outstanding units must separate the underlying public shares, public rights, 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, public rights, 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 separated 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, public rights, 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 Bison ordinary shares in connection with the Business Combination.

Q:     What happens to the funds held in the trust account upon the Closing?

A:     If the Business Combination is consummated, the funds held in the trust account will be released to pay (i) to Bison shareholders who properly exercise their redemption rights, (ii) the remaining cash balance (if any) will be used to pay up to $2.73 million (of which we currently estimate all to be incurred and payable) of fees, costs, and expenses of Bison (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees, and banking fees payable to the underwriters of our IPO), and (iii) after all redemption payments and approximately $2.73 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 Merger Agreement may be terminated. See the section entitled “The Business Combination Proposal — The Merger 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 June 24, 2019 or such earlier date as determined by Bison’s board of directors, the Current Charter provides that we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares (including any public units in the IPO or any public units or shares that the Initial Shareholders or their affiliates purchased in the IPO or later acquired in the open market or in private transactions) which will completely extinguish public

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shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in each case of (ii) and (iii) above) to its obligations to provide for claims of creditors and the requirements of applicable law. In connection with the redemption of 100% of the Company’s outstanding public shares, each holder will receive a full pro rata portion of the amount then in the Trust Account plus any pro rata interest earned on the funds held in the Trust Account (net of any taxes payable).

We expect that the amount of any distribution our public shareholders 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 Bison’s obligations under the requirements of applicable law. Holders of our Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to Bison’s outstanding warrants and rights. Accordingly, the warrants and rights 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 Meeting, provided that all other conditions to the Closing 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 Merger 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/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus 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 ordinary shares at the close of business on April 5, 2019, the Record Date for the Meeting, you may vote with respect to the proposals in person at the 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 Meeting and vote in person, obtain a legal proxy from your broker, bank, or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the Meeting?

A:     At the 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 no effect on the outcome of any vote on the proposals. Additionally, if you abstain from voting or fail to vote at the 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 shareholder intends to vote on a proposal will be voted “FOR” each proposal described herein and in favor of all director nominees.

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Q:     If I am not going to attend the Meeting in person, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.

Q:    If my shares are held in “street name,” will my broker, bank, or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the shareholders at the 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 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 acting secretary for the Business Combination or our proxy solicitor so that it is received by us prior to the Meeting or attend the Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to our acting secretary or proxy solicitor, which must be received by them prior to the Meeting. You can find address of our acting secretary and proxy solicitor in “Who can help answer my questions?”

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     Bison will pay the cost of soliciting proxies for the Meeting. Bison has engaged Advantage Proxy to assist in the solicitation of proxies for the Meeting. Bison 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 Meeting. Bison 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. Bison will also reimburse banks, brokers, and other custodians, nominees, and fiduciaries representing beneficial owners of shares of Bison’s ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Bison’s ordinary shares 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.

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Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:

Bison Capital Acquisition Corp.

609-610 21st Century Tower

No. 40 Liangmaqiao Road, Chaoyang District

Beijing 100016, China

Attn: Jim (Keshu) Li
Tel: (86)10-8444-6968
Email: jim.li@bisonholding.com

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 shareholders must request the materials no later than five business days prior to the 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 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

Email: mzimkind@continentalstock.com

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Summary of the Proxy statement/prospectus

This summary highlights selected information from this proxy statement/prospectus 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/prospectus carefully, including the annexes. See also the section entitled Where You Can Find More Information.This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See Cautionary Note Regarding Forward-Looking Statements.

Unless otherwise specified, all share calculations assume (a) 2,744,517 Bison ordinary shares are issued and outstanding, (b) issuance of approximately 44,334,974 Company common shares (subject to certain adjustments) as Merger Consideration Shares pursuant to the Merger Agreement, (c) 6,037,500 rights issued in the IPO to receive 603,750 Company common shares upon the Closing, (d) 432,062 rights issued in the private placement in connection with the IPO to receive 43,206 Company common shares upon the Closing and do not take into account: (i) the 3,018,750 public warrants to purchase up to a total of 3,018,750 Company common shares, (ii) the 216,031 private warrants to purchase up to a total of 216,031 Company common shares, (iii) the unit purchase option, held by the underwriter in our IPO, to purchase up to 157,500 Company common shares, 157,500 rights to receive 15,750 Company common shares, and 78,750 public warrants to purchase up to a total of 78,750 Company common shares that will remain outstanding following the Business Combination, (iv) the issuance of any Company common shares under the Assumed Options upon the Closing, or (v) any adjustments to the number of the Closing Consideration Shares that will be issued to the Xynomic stockholders. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Bison’s existing shareholders in Bison will be different. See “Summary — Impact of the Business Combination on Bison’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Parties to the Business Combination

Bison Capital Acquisition Corp.

Bison Capital Acquisition Corp. (the “Company,” “we,” “our,” “us,” or “Bison”) is a blank check company incorporated in the British Virgin Islands on October 7, 2016. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating an initial business combination, the Company intends to focus on businesses that have their primary operations located in Asia and North America in media/entertainment, consumer services, and healthcare industries.

Bison’s units, ordinary shares, rights, and warrants are each traded on the Nasdaq Capital Market under the symbols “BCACU,” “BCAC,” “BCACR,” and “BCACW,” respectively.

The mailing address of Bison’s principal executive office is 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China.

Merger Sub

Bison Capital Merger Sub Inc., a Delaware corporation, is a wholly-owned subsidiary of the Company, formed by the Company on August 20, 2018, to consummate the Business Combination (“Merger Sub”). In the Business Combination, Merger Sub will merge with and into Xynomic Pharmaceuticals, Inc., with Xynomic Pharmaceuticals, Inc. continuing as the surviving entity.

The mailing address of Merger Sub’s principal executive office is 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China.

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Xynomic Pharmaceuticals, Inc.

Xynomic Pharmaceuticals, Inc. was incorporated on August 24, 2016, in Wyoming and was redomesticated to Delaware on April 3, 2018 (“Xynomic”). As of December 31, 2018, Xynomic has one wholly owned subsidiary in China, Xynomic Pharmaceuticals (Nanjing) Co., Ltd., which has two wholly owned subsidiaries, namely Xynomic Pharmaceuticals (Zhongshan) Co., Ltd. and Xynomic Pharmaceuticals (Shanghai) Co., Ltd.

The mailing address of Xynomic’s principal executive office is: Suite 4202, K. Wah Centre, 1010 Middle Huaihai Road, Shanghai 200031, China.

Xynomic’s Business

Xynomic is a clinical stage biopharmaceutical company that discovers and develops innovative small molecule drug candidates for the treatment of cancer in humans. Xynomic’s approach is to focus on drug candidates that target both hematological malignancies and solid tumors. Xynomic’s lead drug candidate is abexinostat, an orally dosed, hydroxamic acid-based small molecule histone deacetylase (“HDAC”) inhibitor. Xynomic’s other clinical stage drug candidate is XP-105, an orally bioavailable kinase inhibitor, which inhibits both raptor-mammalian target of rapamycin (“mTOR”) complex 1 and rictor-mTOR complex 2. In addition, Xynomic has several pre-clinical oncology drug candidates in its pipeline. Among these drug candidates, XP-102 (also known as BI 882370), a selective RAF inhibitor, is the closest to clinical testing. The following is a summary of Xynomic’s product development pipeline:

Xynomic has not completed any clinical trials since its inception. With respect to the pipeline programs referenced in the above figure, all of the completed clinical trials of abexinostat were conducted by or on behalf of either Pharmacyclics LLC (“Pharmacyclics”) or Servier Laboratories and the one completed clinical trial of XP-105 was conducted by or on behalf of Boehringer Ingelheim International GmbH (“Boehringer Ingelheim” or “BII”). Xynomic has obtained exclusive rights to use all the data generated in these previously completed clinical trial.

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•        Abexinostat — Xynomic’s most advanced drug candidate, abexinostat, has been evaluated in 18 Phase 1/2 clinical trials for lymphoma and solid tumors. In February 2017, Xynomic entered into a license agreement with Pharmacyclics, a subsidiary of AbbVie Inc. (“AbbVie”), for the worldwide exclusive rights to develop and commercialize abexinostat for all human and non-human diagnostic, prophylactic, and therapeutic uses. Since its in-licensing of abexinostat, Xynomic has started enrolling patients in clinical trials for three different indications: (1) in follicular lymphoma, as a monotherapy, (2) in renal cell carcinoma, in combination with pazopanib, and (3) in multiple solid tumors, in combination with Keytruda®. In addition, Xynomic plans to initiate four clinical trials of abexinostat in the next six months.

•        XP-105 (also known as BI 860585) — In December 2018, Xynomic entered into a license agreement with Boehringer Ingelheim for the worldwide exclusive rights to develop and commercialize XP-105 (also known as BI 860585) for all human and non-human diagnostic, prophylactic, and therapeutic uses. Prior to this license, BII had completed one Phase 1 clinical trial for solid tumors. Xynomic plans to initiate two clinical trials of XP-105 in late 2019.

•        Pre-Clinical Programs — In addition, Xynomic has several pre-clinical oncology drug candidates in its pipeline. Among these drug candidates, XP-102 (also known as BI 882370), a selective RAF inhibitor to which Xynomic obtained a worldwide exclusive license from Boehringer Ingelheim, is the closest to clinical testing.

Xynomic’s business strategy has been designed to enable Xynomic to achieve its mission of developing and commercializing potentially innovative drug products in the field of oncology. The key tenets of its strategy include the following:

•        Build an oncology franchise to maximize value.

•        Capitalize on its expertise to develop a pipeline of small molecule, oral, targeted drug candidates.

•        Strategically in-license global rights to late stage drug candidates.

•        Build a strong internal research and development team to enrich the pipeline.

•        Utilize global resources to lower cost and improve efficiency.

•        Capture potential lower research and development costs, better access to patient pool and growing market in China.

Opinion of Financial Advisor to the Special Committee

On September 11, 2018, Cassel Salpeter rendered its oral opinion to the Special Committee (which was confirmed in writing by delivery of Cassel Salpeter’s written opinion dated such date), to the effect that, as of September 11, 2018, and based on and subject to the assumptions, limitations, qualifications, and other matters considered in the preparation of such opinion, (i) the Aggregate Merger Consideration to be issued by the Company in the merger pursuant to the Merger Agreement was fair, from a financial point of view, to the Company and (ii) Xynomic had a fair market value equal to at least 80% of the balance of funds in the Company’s trust account.

The summary of the opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex F to this proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications, and limitations on the review undertaken and other matters considered by Cassel Salpeter in preparing its opinion. Neither Cassel Salpeter’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus, however, are intended to be, and do not constitute, advice or a recommendation to any shareholder as to how such shareholder should act or vote with respect to any matter relating to the proposed Business Combination or otherwise. The opinion was addressed to the Special Committee for the use and benefit of the members of the Special Committee (in their capacities as such) in connection with the Special Committee’s evaluation of the Business Combination. Cassel Salpeter’s opinion was just one of the several factors the Special Committee took into account in making its determination to recommend the Business Combination, including those described elsewhere in this proxy statement/prospectus.

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Redemption Rights

Pursuant to our Current Charter and Interim Charter which will take effect upon the Domestication, as applicable, in connection with the Business Combination, our public shareholders may elect to have their public shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Current Charter and the Interim Charter. This would have amounted to approximately $10.49 per share as of December 31, 2018 and was $10.54 at the Extension Meeting on March 21, 2019 when shareholders holding 5,234,420 public shares exercised their right to redeem such public shares for a pro rata portion of the Trust Account with an aggregate of $55,177,977 (or $10.54 per share) removed from the Trust Account to pay such holders. If a holder exercises its redemption rights, then such holder will be exchanging its Bison common shares for cash and will no longer own Bison common shares and will not participate in the future growth of the Company, if any other than the shares received as a result of conversion of rights and the shares to be received as a result of exercise of warrants. Such a holder will be entitled to receive cash for its public shares only if it 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 of Bison Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Impact of the Business Combination on Bison’s Public Float

We anticipate that, upon the completion of the Business Combination, and assuming there are no redemptions, and assuming the issuance of 34,482,758 Company common shares as the Closing Consideration Shares (assuming Closing Merger Consideration of $350 million) and the issuance of 9,852,216 Company common shares as Earnout Shares to Xynomic stockholders upon the Closing, Bison’s public shareholders will retain an ownership interest of 2.95% in the Company post-Closing and our Initial Shareholders and affiliates (including the underwriters in our IPO) will retain an ownership interest of 4.16% in the Company post-Closing. These relative percentages assume the automatic conversion of 6,469,562 rights of Bison into 646,956 common shares at the Closing. In addition, if any of our public shareholders exercises its redemption rights, the aggregate ownership interest of our public shareholders in the Company post-Closing will decrease and the ownership interest of our Initial Shareholders and the ownership interest of Xynomic stockholders in the Company post-Closing, will increase. Upon the Closing, Bison will own 100% of the issued and outstanding shares of common stock of Xynomic. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by our existing shareholders in the Company post-Closing will be different. These ownership percentages with respect to the Company following the Business Combination do not take into account: (i) the 3,018,750 public warrants to purchase up to a total of 3,018,750 Company common shares, (ii) the 216,031 private warrants to purchase up to a total of 216,031 Company common shares, (iii) the unit purchase option, held by the underwriter in our IPO, to purchase up to 157,500 Company common shares, 157,500 rights to receive 15,750 Company common shares, and 78,750 public warrants to purchase up to a total of 78,750 Company common shares that will remain outstanding following the Business Combination, (iv) the issuance of any Company common shares under the Assumed Options upon the Closing, or (v) any adjustments to the number of the Closing Consideration Shares that will be issued to the Xynomic stockholders. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Bison’s existing shareholders in Bison will be different. See “Summary — Impact of the Business Combination on Bison’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

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.

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Board of Directors of Bison Following the Business Combination

Upon the Closing, we anticipate that the size of our board of directors will increase to seven directors, whom will be voted on by our shareholders at the Meeting. Our board of directors has Messrs. Richard Wu, Thomas Folinsbee, Charles Prizzi and Dr. James Jiayuan Tong for re-election as directors and will have Mr. Yinglin Mark Xu, Messrs. Tingzhi Qian and Adam Inglis to serve as directors. Mr. Peixin Xu has informed us that he will resign from our board of directors upon the Closing. Therefore, if the Business Combination is consummated, our board of directors will consist of: Yinglin Mark Xu, the current Chairman, Chief Executive Officer, and President of Xynomic, Tingzhi Qian, the current director of Xynomic, James Jiayuan Tong, the current Chief Executive Officer and a director of Bison, three incumbent independent directors of Bison (Charles Prizzi, Thomas Folinsbee, and Richard Wu), and Adam Inglis, one additional independent director. See the sections entitled “Director Election Proposal” and “Management after the Business Combination.”

Approval of Domestication

At the Meeting, the Company’s shareholders will be asked to consider and vote upon a proposal to: (a) re-domicile out of the British Virgin Islands and continue as a company incorporated in the State of Delaware, prior to the Closing; (b) in connection therewith to adopt upon the Domestication taking effect the Interim Charter in place of our Current Charter and which will remove or amend those provisions of our Current Charter that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) to file a notice of continuation out of the British Virgin Islands with the British Virgin Islands Registrar of Corporate Affairs under Section 184 of the Companies Act of 2004 and in connection therewith to file the Interim Charter with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

For more information, see the section entitled “The Domestication Proposal.”

Approval and Adoption of the Proposal Related to the Proposed Charter Amendment

At the Meeting, the Company’s shareholders will be asked to approve and adopt, subject to and conditional on (but with immediate effect therefrom) the Closing, separate proposal for amendments to the Current Charter registered by the Registrar of Corporate Affairs in the British Virgin Islands, as set out in the Proposed Amended and Restated Charter appended to this proxy statement/prospectus as Annex C to (1) change the name of the Company to Xynomic Pharmaceuticals Holdings, Inc. and (2) remove or amend those provisions of our Current Charter which terminate or otherwise cease to be applicable following the Closing.

For more information, see the section entitled “The Charter Amendment Proposal.

Appraisal Rights

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

Bison’s Board of Directors’ Reasons for the Approval of the Business Combination

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. We have sought to capitalize on the ability of our management team to identify, acquire, and operate a business, concentrating on businesses which have their primary operations located in Asia and North America with a focus in media/entertainment, consumer services, and the healthcare industry.

The Business Combination resulted from a thorough search for a potential target, utilizing our resources along with the investment and operation experience of our management team and board of directors. The terms of the Business Combination are the result of extensive negotiations between Bison and Xynomic.

From the date of our IPO through the execution of the Merger Agreement on September 12, 2018, we evaluated various potential target companies. We have followed the initial set of criteria and guidelines outlined in the Prospectus to assess the value and the growth of the potential target. In reviewing various aspects of Xynomic, our board has identified the following factors that underlie our assessment.

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Rapidly expanding healthcare market with growing unmet medical needs

The healthcare industry has been persistently growing, driving global economic growth and benefiting the human race. Due to the scientific breakthroughs and technological advancements, we observe many businesses with favorable margins and potential for sustainable growth in the healthcare industry. Oncology is the largest segment (approximately $116 billion in 2017, or 11.7% of the global pharmaceutical market1) and a fast growing segment in the global pharmaceutical market. With strong clinical data and well-designed trials, oncology drug candidates that Xynomic has in-licensed or is developing can potentially become commercially successful on a global scale after obtaining regulatory approvals.

A well-balanced portfolio with ongoing pivotal trials

Xynomic, founded by a group of industry veterans, is headquartered in Shanghai, China, with operations in Raleigh, North Carolina and major cities in China, including Beijing, Nanjing, and Zhongshan. Xynomic is engaged in research and development of innovative targeted cancer therapeutics in the U.S., Europe and China, and it focuses on small molecule drugs which are taken orally and have been tolerated well by patients. It builds and develops its oncology pipeline through both in-licensing and self-research and development efforts supported by its scientists with expertise in the industry. Xynomic’s product portfolio consists of late-stage in-licensed clinical Phase 3 drug candidate from Pharmacyclics, a Phase 2-ready drug candidate in-licensed from Boehringer Ingelheim and several pre-clinical programs. Xynomic is collaborating with Janssen and Memorial Sloan Kettering Cancer Center (“MSKCC”) in a clinical trial of a combination therapy.

Global rights, global trials, and global coverage of business development

Xynomic’s team consists of international business leaders, scientists, and clinicians who have in-depth knowledge and experience in the healthcare markets in the U.S., Europe and China. Xynomic has established an international presence in the discovery and development of innovative small molecule drug candidates for the treatment of cancer in humans.

Business where Bison could add value

Xynomic requires access to capital in order to support and further its business development, especially with on-going global trials (including two pivotal trials and potentially two additional trials). We believe that Bison, as a Nasdaq-listed public company, could provide a portal for Xynomic to achieve its goals within the healthcare industry with relatively low costs of funding, so that Xynomic could effectively conduct the clinical trials and efficiently supplement its pipelines with new in-licensed products.

The board has also considered a number of factors to approve the Business Combination, including, but not limited to:

•        the business, history, and credibility of Xynomic and its affiliates;

•        the likelihood that the Business Combination will be completed;

•        the terms of the Merger Agreement and the belief that the terms of the Merger Agreement, including the representations, warranties, covenants, and conditions to the parties’ respective obligations, are reasonable in light of the entire transaction;

•        the view of Bison’s management as to the financial condition, results of operations, and business of Xynomic before and after the Business Combination based on due diligence;

•        the fact that consummating the Business Combination will mean the Company cannot pursue other alternatives that potentially could result in a greater value for the Company;

____________

1        Oncology/Cancer Drugs Market by Therapeutic Modalities (Chemotherapy, Targeted Therapy, Immunotherapy, Hormonal), Cancer Types (Blood, Breast, Gastrointestinal, Prostate, Skin, Respiratory/Lung Cancer) — Global Opportunity Analysis and Industry Forecast, 2013 – 2020 by Deepa Tatkare — Allied Market Research.

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•        the risk that the Business Combination may not be completed in a timely manner or at all; and

•        various other risks associated with the Business Combination.

Conditions to Closing of the Business Combination

In order to close the Business Combination and assuming that a quorum is present at the Meeting, a majority of the holders of Bison ordinary shares voting at the Meeting in person or by proxy will need to vote in favor of the Business Combination Proposal.

Additionally, any shareholder redemptions in connection therewith may not result in net tangible assets of Bison falling below $5,000,001, and, under the Merger Agreement, Xynomic is not required to consummate the Merger if Bison’s net tangible assets are less than $7,500,000 after giving effect to such redemptions. As a result of the Backstop Commitment, we would be able to consummate the Business Combination as long as we concurrently close the Backstop Commitment offering to have sufficient liquidity to maintain at least $7,500,001 in net tangible assets after redemptions and given effect of the Backstop Commitment.

There are a number of other closing conditions in the Merger Agreement, including that both our shareholders and Xynomic stockholders have approved and adopted the Merger Agreement and that our common shares continue to be listed on Nasdaq (Xynomic stockholders have approved the Merger Agreement). 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 — Conditions to Closing of the Business Combination.

Quorum and Required Vote for Proposals for the Meeting

A quorum of Bison shareholders is necessary to hold a valid meeting. A quorum will be present at the Meeting if 50% of the votes of the ordinary shares outstanding and entitled to vote at the Meeting are 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.

Approval of each of the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal (unless waived by Xynomic), the Incentive Plan Proposal, the Nasdaq Proposal, and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy at the Meeting. Accordingly, a Bison shareholder’s failure to vote by proxy or to vote in person at the Meeting or the failure of a Bison shareholder 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 shareholder’s shares not being counted towards the number of Bison ordinary shares 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 proposals. 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 proposals.

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal (unless waived by Xynomic), the Incentive Plan Proposal, and the Nasdaq Proposal are approved at the Meeting. In addition, (i) the Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Charter Amendment Proposal, (ii) the Charter Amendment Proposal is conditioned on the approval of the Domestication Proposal, and (iii) each of the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal, and the Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement/prospectus.

It is important for you to note that in the event that the Business Combination Proposal, the Charter Proposal, the Director Election Proposal (unless waived by Xynomic), the Incentive Plan Proposal and the Nasdaq Proposal do not receive the requisite vote for approval, we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by June 24, 2019 or such earlier date as determined by Bison’s board of directors, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders.

Additionally, if you abstain from voting or fail to vote on the Business Combination Proposal at the Meeting, you will not be able to exercise your redemption rights.

31

Recommendation to Bison Shareholders

Our board of directors and the Special Committee believe that each of the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Nasdaq Proposal, and the Adjournment Proposal to be presented at the Meeting is in the best interests of the Company and our shareholders and unanimously recommends that our shareholders vote “FOR” each of these proposals and “FOR” each of the director nominees.

When you consider the recommendation of our board of directors and the Special Committee 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 shareholder. These interests include, among other things:

•        the fact that our Sponsor and our Chief Executive Officer, Dr. Tong, paid an aggregate purchase price of $25,000, or approximately $0.017 per share, for their 1,509,375 Founder Shares which would have a value of approximately $15.97 million based on the closing price of Bison ordinary shares of the Record Date as reported by Nasdaq and that are not subject to redemption. Such Founder Shares will have no value if we do not complete an initial business combination by June 24, 2019 or such earlier date as determined by Bison’s board of directors; 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 losing whatever value is attributable to the Founder Shares;

•        the fact that our Sponsor holds 401,875 private units and will continue to hold 422,062 Company common shares and 200,937 warrants following the separation of such private units upon the consummation of the Business Combination, subject to certain lock-up agreement. Those private units and securities underlying those private units are not subject to redemption and will be worthless if we do not complete an initial business combination by June 24, 2019 or such earlier date as determined by Bison’s board of directors;

•        if Bison is unable to complete a business combination by June 24, 2019 or such earlier date as determined by Bison’s board of directors, our Sponsor 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 Bison for services rendered or contracted for or products sold to Bison, 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 underwriters;

•        the continuation of four of our five existing directors as directors of the combined company;

•        the fact that Bison has issued a $500,000 note to the Sponsor which is convertible into private units at the Sponsor’s discretion at the Closing;

•        the fact that in addition to the $500,000 notes, the Sponsor has loaned us $100,000 for working capital and may need to loan us additional funds through the Closing, which, in the event that the initial business combination does not close, cannot be paid from the proceeds or the interest on such proceeds in the trust account;

•        the fact that (a) Zhongshan Bison Healthcare Investment Limited (Limited Partnership) (“Zhongshan Bison”) is holding 1,553,265 shares of Series B preferred stock of Xynomic representing approximately 2.96% equity interest in Xynomic immediately prior to the Closing, (b) Mr. Peixin Xu, the Chairman of Bison, is the beneficial owner of 21% of Zhongshan Bison and his wife owns 100% of Sponsor;

•        the fact that the Merger Agreement provides a termination fee of $4,500,000 payable to our Sponsor if (i) the breach by Xynomic causes Bison to not be able to satisfy its obligations under the Merger Agreement relating to preparing and filing a proxy statement/prospectus for obtaining, and obtaining, approval of the Business Combination and the Merger Agreement by its shareholders and not consummating an alternative business combination with another party, or to close the Business Combination on or prior to the Outside Date, or enter into a definitive agreement to consummate an alternative business combination by that date, and (ii) Bison ceases operations other than making required distributions to its shareholders pursuant to its organizational documents and its winding up and dissolution as a result of (x) failing to obtain shareholder approval to consummate any alternative business combination or (y) occurrence of an Automatic Redemption Event (as defined in the Current Charter); and

32

•        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 Special Committee and the Board when they approved the Business Combination.

Risk Factors

Following the Closing of the Merger, we will have no direct operations and no significant assets other than the ownership of 100% of Xynomic’s capital stock. Xynomic is a biopharmaceutical company with a limited operating history and has not yet generated any revenue from product sales. It has incurred operating losses since its inception and may never achieve or maintain profitability. All of Xynomic’s drug candidates are still at an early stage of development, which involves a lengthy and expensive process with an uncertain outcome. It may need to raise substantial additional funding for its drug development projects, which may cause dilution to Xynomic stockholders following the Merger. In addition, the drug candidates that are most advanced in Xynomic’s pipeline are in-licensed or otherwise obtained from third parties. If Xynomic breaches a license agreement or other intellectual property-related agreements for its drug candidates or otherwise experiences disruptions to its business relationships with its licensors, Xynomic could lose the ability to continue the development and commercialization of its drug candidates.

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 40.

33

Selected Historical Financial Information of Bison

The following table sets forth selected historical financial information derived from Bison’s audited financial statements as of December 31, 2018, and 2017, and for the years ended December 31, 2018 and 2017, which are included elsewhere in this proxy statement/prospectus.

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 “Bison Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Bison’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

Dollars in thousands except share and per share amounts

 

Year ended
December 31,
2018

 

Year ended
December 31,
2017

Income Statement Data:

 

 

 

 

 

 

 

 

Operating costs

 

$

836

 

 

$

365

 

Interest income

 

 

1,122

 

 

 

341

 

Unrealized loss on marketable securities held in Trust Account

 

 

(19

)

 

 

(17

)

Net Income (loss)

 

$

267

 

 

$

(41

)

Weighted average number of shares outstanding, excluding shares subject to possible redemption, basic and diluted

 

 

2,426,155

 

 

 

1,870,947

 

Net income (loss) per ordinary share: basic and diluted

 

$

(0.30

)

 

$

(0.18

)

   

 

 

 

 

 

 

 

Cash Flow Data:

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(687

)

 

$

(376

)

Net cash used in investing activities

 

 

 

 

 

(61,884

)

Net cash provided by financing activities

 

 

600

 

 

 

62,172

 

 

December 31,
2018

 

December 31,
2017

Balance Sheet Data:

 

 

   

 

 

Cash and cash equivalents

 

$

123

 

$

210

Cash and marketable securities held in trust account

 

 

63,310

 

 

62,208

Total assets

 

 

63,461

 

 

62,508

Ordinary shares subject to possible redemption

 

 

57,694

 

 

57,427

Total shareholders’ equity

 

 

5,000

 

 

5,000

34

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF XYNOMIC

The following table sets forth selected historical consolidated financial information derived from Xynomic’s audited consolidated financial statements as of December 31, 2018 and 2017, and for the years ended December 31, 2018 and 2017, each of which is included elsewhere in this proxy statement/prospectus.

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 consolidated financial information in conjunction with the section entitled “Xynomic Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Xynomic’s consolidated financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

 

For the Year Ended

Selected Consolidated Statements of Comprehensive Loss:

 

December 31,
2018

 

December 31,
2017

   

(dollars in thousands)

Operating expenses

 

 

 

 

 

 

 

 

Research and development

 

$

25,160

 

 

$

4,321

 

General and administrative

 

$

3,049

 

 

$

885

 

General and administrative to related parties

 

 

362

 

 

 

249

 

Loss from operations

 

$

(28,571

)

 

$

(5,455

)

Other income

 

 

 

 

 

 

 

 

Investment income

 

 

17

 

 

 

 

Interest expenses to a related party

 

 

(33

)

 

 

 

Loss from operations before income tax benefit

 

$

(28,587

)

 

$

(5,455

)

Income tax

 

 

 

 

 

 

Net Loss

 

$

(28,587

)

 

$

(5,455

)

Accretion to preferred share redemption value

 

$

(2,831

)

 

$

(1,269

)

Net loss attributable to ordinary shareholders

 

$

(31,418

)

 

$

(6,724

)

 

As of

Selected Consolidated Balance Sheets:

 

December 31,
2018

 

December 31,
2017

   

(dollars in thousands)

Current assets

 

$

5,024

 

 

$

238

 

Non-current assets

 

$

438

 

 

$

2

 

Total assets

 

$

5,462

 

 

$

240

 

Current liabilities

 

$

17,645

 

 

$

895

 

Non-current liabilities

 

$

 

 

$

 

Total liabilities

 

$

17,645

 

 

$

895

 

Total mezzanine equity-Series Angel, A-1, B

 

$

7,911

 

 

$

5,080

 

Shareholders’ deficit:

 

 

 

 

 

 

 

 

Ordinary Shares

 

$

1

 

 

$

1

 

Additional paid-in capital

 

 

14,169

 

 

 

 

Accumulated other comprehensive income

 

 

59

 

 

 

 

Accumulated deficit

 

 

(34,323

)

 

 

(5,736

)

Total shareholders’ deficit

 

 

(20,094

)

 

 

(5,735

)

35

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

We are providing the following selected unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination.

The following selected unaudited pro forma condensed combined balance sheet data as of December 31, 2018, combines amounts derived from the audited consolidated balance sheet of Xynomic as of December 31, 2018, with the audited consolidated balance sheet of Bison as of December 31, 2018, giving effect to the Business Combination as if it had been consummated on December 31, 2018.

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 combines the amounts derived from audited consolidated statement of comprehensive loss of Xynomic for the year ended December 31, 2018 with the audited consolidated income statement of Bison for the year ended December 31, 2018, giving effect to the Business Combination as if it had occurred on January 1, 2018.

The historical financial information has been adjusted to give effect to pro forma events that are related and/or directly attributable to the Business Combination, are factually supportable, and are expected to have a continuing impact on the combined results. The adjustments presented in the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon the Closing.

The selected unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Bison and Xynomic have not had any historical relationship prior to the Business Combination except that (a) Zhongshan Bison Healthcare Investment Limited (Limited Partnership) (“Zhongshan Bison”) is holding 1,553,265 shares of Series B preferred stock of Xynomic representing approximately 2.96% equity interest in Xynomic immediately prior to the Closing, and (b) Mr. Peixin Xu, the Chairman of Bison, is the beneficial owner of 21% of Zhongshan Bison and his wife owns 100% of the Sponsor. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The Business Combination will be accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, Bison will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Xynomic comprising the ongoing operations of the combined entity, Xynomic’s senior management comprising the senior management of the combined company, and Xynomic’s shareholders having a majority of the voting power of the combined company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Xynomic issuing stock for the net assets of Bison, accompanied by a recapitalization. These transactions are not business combinations because Bison is not a business under S-X Rule 11-01(d). The private operating company would credit equity for the fair value of the net assets of the shell company (i.e., no goodwill or intangible assets would be recognized). Operations prior to the Business Combination will be those of Xynomic.

In connection with the Extension Meeting on March 21, 2019, shareholders holding 5,234,420 public shares exercised their rights to redeem such public shares for a pro rata portion of the Trust Account. Although such redemption rights are exercised after December 31, 2018, such result should be reflected in the pro forma. Bison cannot predict how many of its public shareholders will elect to redeem their shares for cash at Extension Termination Date. As a result of the Extention Meeting on March 21, 2019, the pro forma financial statements under the following two circumstances have no substantial difference: (1) no holders of the Bison’s ordinary shares further exercise their right to have their shares redeemed upon the consummation of the Business Combination and (2) holders of no more than 29,041 of Bison’s ordinary shares elect to have their shares redeemed upon the consummation of the Business Combination at the conversion price of approximately $10.49 per share, which represents the maximum redemption such that the net asset maintains the minimum required balance of $7,500,001. However, as a result of the Backstop Commitment, the parties would be able to consummate the Business Combination even if the public shares are fully redeemed as long as Bison has net tangible assets no less than $7,500,001 given effect of such redemptions. Bison has elected to provide the pro forma financial statements under the circumstance (A) where holders of no more than 29,041 of Bison’s ordinary shares elect to have their shares redeemed upon the consummation of the Business Combination, which means no purchase or issuance of additional shares under the Backstop Commitment; and (B) where public shares are fully

36

redeemed and Bison has issued the maximum amount of additional Backstop Shares to Yinglin Mark Xu concurrently with the Closing of the Business Combination to ensure net tangible assets of no less than $7,500,001 following such redemptions. Nevertheless, Bison would have net tangible asset no less than $7,500,001 under either circumstance and the pro forma financial statements are substantially the same in circumstances (A) and (B).

(dollars in thousands except shares and per share amounts)

Income statement – year ended December 31, 2018

 

Xynomic

 

Bison

 

Pro Forma
Assuming
Maximum
Redemptions

Total operating expenses

 

$

28,571

 

 

$

836

 

 

$

27,555

 

Net operating loss

 

 

(28,571

)

 

 

(836

)

 

 

(27,555

)

Other income/(expenses)

 

 

17

 

 

 

1,103

 

 

 

 

Interest expenses to a related party

 

 

(33

)

 

 

 

 

 

 

Income (loss) from operations before income tax expenses/(benefit)

 

 

(28,587

)

 

 

267

 

 

 

(27,571

)

Income tax

 

 

 

 

 

 

 

 

 

Net (loss) income

 

 

(28,587

)