Zeta Acquisition Corp. I was incorporated in the State of Delaware on November
16, 2007. Since inception, the Company has been engaged in organizational efforts
and obtaining initial financing. The Company was formed as a vehicle to pursue
a business combination and has made no efforts to identify a possible business
combination. As a result, the Company has not conducted negotiations or entered
into a letter of intent concerning any target business. The business purpose
of the Company is to seek the acquisition of, or merger with, an existing company.
The Company is currently considered to be a “blank check” company.
The U.S. Securities and Exchange Commission (the “SEC”) defines
those companies as “any development stage company that is issuing a penny
stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and that has no specific
business plan or purpose, or has indicated that its business plan is to merge
with an unidentified company or companies.” Under SEC Rule 12b-2 under
the Exchange Act, the Company also qualifies as a “shell company,”
because it has no or nominal assets (other than cash) and no or nominal operations.
Many states have enacted statutes, rules and regulations limiting the sale of
securities of “blank check” companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in our securities, either debt or equity, until we have successfully concluded
a business combination. The Company intends to comply with the periodic reporting
requirements of the Exchange Act for so long as it is subject to those requirements.
In addition, the Company is an “emerging growth company”, as defined
in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”),
and may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not “emerging growth
companies” including, but not limited to, not being required to comply
with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley
Act, and exemptions from the requirements of Sections 14A(a) and (b) of the
Securities Exchange Act of 1934 to hold a nonbinding advisory vote of shareholders
on executive compensation and any golden parachute payments not previously approved.
The Company has also elected to use the extended transition period for complying
with new or revised accounting standards under Section 102(b)(1) of the JOBS
Act. This election allows us to delay the adoption of new or revised accounting
standards that have different effective dates for public and private companies
until those standards apply to private companies. As a result of this election,
our financial statements may not be comparable to companies that comply with
public company effective dates.
We will remain an “emerging growth company” until the earliest of
(1) the last day of the fiscal year during which our revenues exceed $1 billion,
(2) the date on which we issue more than $1 billion in non-convertible debt
in a three year period, (3) the last day of the fiscal year following the fifth
anniversary of the date of the first sale of our common equity securities pursuant
to an effective registration statement filed pursuant to the Securities Act
of 1933, as amended (the “Securities Act”), or (4) when the market
value of our common stock that is held by non-affiliates exceeds $700 million
as of the last business day of our most recently completed second fiscal quarter.
To the extent that we continue to qualify as a “smaller reporting company”,
as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934,
after we cease to qualify as an emerging growth company, certain of the exemptions
available to us as an emerging growth company may continue to be available to
us as a smaller reporting company, including: (1) not being required to comply
with the auditor attestation requirements of Section 404(b) of the Sarbanes
Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement
to provide only two years of audited financial statements, instead of three
years.
The Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business
objective for the next 12 months and beyond such time will be to achieve long-term
growth potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business.
The analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company. As of this date, the
Company has not entered into any definitive agreement with any party regarding
business opportunities for the Company. The Company has unrestricted flexibility
in seeking, analyzing and participating in potential business opportunities
in that it may seek a business combination target located in any industry or
location. In its efforts to analyze potential acquisition targets, the Company
will consider the following kinds of factors:
Potential for growth, indicated by new technology, anticipated market expansion
or new products;
Competitive position as compared to other firms of similar size and experience
within the industry segment as well as within the industry as a whole;
Strength and diversity of management, either in place or scheduled for recruitment;
Capital requirements and anticipated availability of required funds, to be provided
by the Company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other sources;
The cost of participation by the Company as compared to the perceived tangible
and intangible values and potentials;
The extent to which the business opportunity can be advanced; and
The accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items.