10-K

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FOR

10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

H.I.G. ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Cayman Islands	001-39639	98-1556204
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1450 Brickell Avenue, 31st Floor

Miami, FL 33131

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(305) 379-2322

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	HIGA.U	New York Stock Exchange
Class A ordinary shares included as part of the units	HIGA	New York Stock Exchange
Redeemable warrants included as part of the units	HIGA WS	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

The aggregate market value of the Class A ordinary shares held by

non-affiliates

of the registrant, based on the closing price of the Class A ordinary shares on The New York Stock Exchange (“NYSE”) on June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $353,390,595.

As of March 29, 2022, 36,394,500 Class A ordinary shares, par value $0.0001, and 9,098,625 Class B ordinary shares, par value $0.0001, were issued and outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY			1

PART I			4
Item 1.	Business		4
Item 1A.	Risk Factors		26
Item 1B.	Unresolved Staff Comments		63
Item 2.	Properties		63
Item 3.	Legal Proceedings		63
Item 4.	Mine Safety Disclosures		63

PART II			64
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities		64
Item 6.	Reserved		64
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		65
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		68
Item 8.	Financial Statements and Supplementary Data		68
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		68
Item 9A.	Controls and Procedures		69
Item 9B.	Other Information		71
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		71

PART III			71
Item 10.	Directors, Executive Officers and Corporate Governance		71
Item 11.	Executive Compensation		81
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		81
Item 13.	Certain Relationships and Related Transactions, and Director Independence		83
Item 14.	Principal Accountant Fees and Services		85

PART IV
Item 15.	Exhibits, Financial Statement Schedules		F-1

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

AND RISK FACTOR SUMMARY

This Report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s and board of director’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about:

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our expectations around the performance of a prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses;

•

our ability to consummate an initial business combination due to the uncertainty resulting from the

COVID-19

pandemic;

•

the ability of our officers and directors to generate a number of potential business combination opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•

the trust account not being subject to claims of third parties; and

•

or our financial performance following our initial public offering.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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Risk Factor Summary

We are a blank check company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” of this Report. Such risks include, but are not limited to:

•

We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

•

Past performance by H.I.G. Capital, our management team, our board of directors or their respective affiliates may not be indicative of future performance of an investment in us.

•

Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.

•

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

•

If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

•

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

•

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

•

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

•

We may engage the underwriters or one of their affiliates to provide additional services to us. The underwriters are entitled to receive deferred commissions from our initial public offering that will be released from the trust only on the completion of an initial business combination. These financial incentives may cause the underwriters to have potential conflicts of interest in rendering any such additional services to us.

•

The requirement that we consummate an initial business combination within 24 months after the closing of our initial public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

•

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

•

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus

(COVID-19)

outbreak and the status of debt and equity markets.

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•

We may not be able to consummate an initial business combination within 24 months after the closing of our initial public offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

•

If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.

•

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

•

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

•

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

•

You will not be entitled to protections normally afforded to investors of many other blank check companies.

•

If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

•

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination.

•

If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

•

If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of our initial public offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.

•

The other risks and uncertainties discussed in Item 1A. Risk Factors and elsewhere in this Report.

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PART I

Item 1. Business

Overview

We are a blank check company recently incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. We have not entered into any definitive acquisition agreement with any potential business combination target.

Our sponsor is an affiliate of H.I.G. Capital, a leading global alternative asset manager active in private equity, growth equity, credit and real asset strategies. Through our affiliation with H.I.G. Capital, we intend to capitalize on the ability of H.I.G. Capital’s multi-sector platform. Given H.I.G. Capital’s global reach and experience across industries, we believe our team has the required investment, operational, diligence and capital raising expertise, as well as relationships with financing, deal sourcing and advisory counterparties to effect a business combination with an attractive target and to position it for long-term success in the public markets.

We intend to identify and acquire a business that complements the experience and expertise of our management team, our board of directors and H.I.G. Capital. We believe that we are well positioned to capitalize on the significant volume of transaction opportunities that H.I.G. Capital consistently generates but is not currently pursuing via its existing strategies and vehicles. H.I.G. Capital has in the past declined to pursue potential investment opportunities that offered attractive risk-adjusted returns that would have been relevant to our acquisition strategy because those opportunities were not within size parameters of H.I.G. Capital’s existing funds. H.I.G. Capital’s deep industry experience and historical success of value creation in businesses position us well to identify, evaluate, and manage these larger businesses. By leveraging management’s and our board of director’s extensive operating expertise, we believe we can identify critical “value creation” drivers needed to help companies realize their full potential.

H.I.G. Capital was founded in 1993 by Sami Mnaymneh and Tony Tamer, each of whom are currently

Co-CEOs

of H.I.G. Capital. As of March 1, 2022, H.I.G. Capital managed approximately $47 billion of capital under management, or aggregate capital commitments of private funds and accounts, across multiple investment fund strategies, including private equity, growth equity, credit and real assets. With offices in the U.S. (Miami, New York, Boston, Los Angeles, Stamford, San Francisco, Dallas, Chicago and Atlanta), Europe (London, Paris, Hamburg, Luxembourg, Madrid and Milan) and Latin America (Rio de Janeiro, Sao Paolo and Bogota), H.I.G. Capital’s approximately 500 dedicated investment professionals bring a depth of experience and skills across a broad range of industries and transaction types.

Since its founding in 1993, H.I.G. Capital has executed over 1,000 investments and managed more than 380 companies worldwide. Over its

29-year

history, H.I.G. Capital has maintained a successful investment track record across multiple investment cycles and changing macroeconomic environments, including the September 11 attacks and the financial crisis of 2008. H.I.G. Capital identifies intrinsic “value creation” drivers needed to help companies realize their full potential, including implementing impactful operational efficiency improvements, significantly scaling the business through acquisitions, strategically repositioning the business, and investing capital and other resources to increase capabilities and expand market penetration. By identifying, executing and integrating accretive acquisitions and financing them efficiently, H.I.G. Capital’s investment professionals work to help businesses further cement their market leadership position. H.I.G. Capital’s investment professionals collaborate with management to optimize the

go-to-market

strategy and cost structure, assist in diversifying into ancillary products and markets and divest

non-core

businesses. H.I.G. Capital’s investment professionals collaborate with management to streamline and prioritize strategic initiatives and establish detailed and consistent frameworks to track the progress of such initiatives.

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H.I.G. Capital’s strong multi-decade track record of generating industry-leading returns is a function of its systematic investment selection process centered around its investment committees, which review all of H.I.G. Capital’s deals across all strategies, applying consistent criteria to evaluate risks and upsides in every investment and benefitting from years of accumulated pattern-recognition experience of H.I.G. Capital’s key decision makers: firm

co-founders

Mr. Mnaymneh and Mr. Tamer and firm

co-presidents

Rick Rosen and Brian Schwartz. The investment our blank check company will eventually make will be subjected to the same rigorous review process led by the same key individuals who stand at the heart of H.I.G. Capital’s success to date.

Our Management

Brian Schwartz serves as our Chief Executive Officer and on our board of directors. Mr. Schwartz is

Co-President

of H.I.G. Capital. He joined H.I.G. Capital in 1994. In his current position, along with

Co-President

Rick Rosen, he helps run the

day-to-day

operations of the firm and sits on the investment committees for all H.I.G. Capital funds. Prior to this role, Mr. Schwartz held a number of leadership positions at the firm, as well as having led the acquisition of 25 platform investments in a variety of industries. Prior to joining H.I.G. Capital, Mr. Schwartz worked in PepsiCo’s strategic planning group. His responsibilities included managing strategic acquisitions for PepsiCo and evaluating new business opportunities. Mr. Schwartz began his career with the investment banking firm of Dillon, Read and Co., where he split his time between the corporate finance group and certain private equity funds. Mr. Schwartz earned his M.B.A. from Harvard Business School and his B.S. with honors from the University of Pennsylvania.

Rob Wolfson serves as our President and on our board of directors. Mr. Wolfson is an Executive Managing Director and the Head of the H.I.G. Capital Advantage Buyout Fund (the “Advantage Fund”), as well as the Head of U.S. Healthcare. Mr. Wolfson joined H.I.G. Capital in 2005. Prior to leading the Advantage Fund, Mr. Wolfson spent almost 12 years as a Managing Director leading transactions across multiple H.I.G. Capital strategies. Mr. Wolfson has worked with companies in a variety of industries, with a focus on healthcare, business services, and technology. In addition to the responsibilities mentioned above, Mr. Wolfson brings investment and operating experience across many industries. Prior to H.I.G. Capital, Mr. Wolfson was an executive at IPWireless, a wireless infrastructure provider. Mr. Wolfson began his career as a consultant with LEK Consulting, a leading worldwide strategy consulting firm where he worked with Fortune 500 companies, private equity firms and private equity portfolio companies. Mr. Wolfson earned his M.B.A. from Harvard Business School and his undergraduate degree, cum laude, from Northwestern University.

Timur Akazhanov serves as our Chief Financial Officer. He is a Managing Director of H.I.G. Technology Partnersand was previously the Managing Director of the Advantage Fund, where he focused on investing in telecommunications, media and technology sectors, as well as tech- enabled services sectors. Mr. Akazhanov has more than a decade of experience in private equity in a broad range of industries, including technology, services, education, industrials, media and healthcare. Prior to joining H.I.G. Capital, Mr. Akazhanov was a Managing Director in the Private Equity Group at Blackstone for seven years, and before that worked at Bain Capital and McKinsey and Company. Mr. Akazhanov earned his M.B.A. from Harvard Business School, where he was a Baker and a Ford scholar, and his A.B. in Economics, magna cum laude, from Harvard College.

Richard Siegel serves as our Vice President and General Counsel. He has been General Counsel and Chief Compliance Officer of H.I.G. Capital since 2005. He is responsible for all of the firm’s legal, regulatory and compliance matters worldwide. Prior to joining H.I.G. Capital, Mr. Siegel was Vice President and Deputy General Counsel of Ryder System, a Fortune 350 global transportation and logistics company, and General Counsel of a private investment firm headquartered in Denver, Colorado. Mr. Siegel began his legal career in the New York and Melbourne, Australia offices of Sullivan & Cromwell and served as a Judicial Clerk for Andrew G.T. Moore II, of the Delaware Supreme Court. Mr. Siegel received his J.D., magna cum laude, from Georgetown University Law Center and earned a B.S. in Finance, magna cum laude, from the University of Maryland.

With respect to the foregoing examples, past performance of H.I.G. Capital, the H.I.G. Capital funds and the H.I.G. Capital management team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of H.I.G. Capital’s, the H.I.G. Capital funds’ or our and H.I.G. Capital’s management’s performance as indicative of our future performance. An investment in us is not an investment in H.I.G. Capital funds. No member of our management team or board of directors has any prior experience in operating special purpose acquisition companies.

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Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. We believe this conflict of interest will be naturally mitigated, to some extent, by the differing nature of the acquisition targets H.I.G. Capital typically considers most attractive for H.I.G. Capital funds and the types of acquisitions that we expect to find most attractive. As a result of due diligence from the broader platform, we may become aware of a potential transaction that is not a fit for the traditional investing activities of H.I.G. Capital but that is an attractive opportunity for us. In addition to the above, our officers and directors are not required to commit any specific amount of time to our affairs, and, accordingly will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

Business Strategy

While we will not be limited to a particular industry or geographic region, given the experience of our management team, our board of directors and H.I.G. Capital, our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, build a company in the public markets that benefits from the expertise and capabilities of our management team, our board of directors and the H.I.G. Capital platform, and can thus present the best opportunity to create long-term shareholder value.

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Key components of our business strategy include:

Leverage the H.I.G. Capital Platform to Source Acquisition Targets

We plan to leverage H.I.G. Capital’s extensive deal-sourcing network built over the past 29 years. This sourcing network includes the relationships of its approximately 500 investment professionals located in nine countries, approximately 25 dedicated

in-house

sourcing professionals in its Business Development group, senior advisors, and a proprietary database of tens of thousands of deal sourcing intermediaries. We believe the power of the H.I.G. Capital platform provides access to investment opportunities which, in many instances, may not be available to others.

H.I.G. Capital’s robust sourcing model includes extensive relationships that senior investment professionals have with industry experts, M&A advisors, senior operating advisors, and executives built from long tenures in the industry. H.I.G. Capital’s established deal flow network also leverages a proprietary database of thousands of intermediaries that can provide unconventional sources of acquisition opportunities.

H.I.G. Capital’s business model allows professionals in the network to meaningfully collaborate across geographies and strategies, while leveraging the platform’s deep expertise in numerous industries. Senior investment professionals across all funds partner on coverage of industry verticals, which has historically driven increased deal flow, knowledge sharing and value creation. The platform results in what we believe is differentiated market intelligence and improved quality of due diligence. We believe that leveraging the cumulative informational resources available through H.I.G. Capital will be a competitive advantage in identifying quality acquisition targets.

Broad Experience Across Industries and Sectors

We believe that in today’s investing environment, deep

in-house

industry knowledge is essential in identifying promising investment opportunities and macroeconomic trends and building strong, effective partnerships with businesses. H.I.G. Capital has executed approximately 420 private equity transactions across a wide range of industries, including Software & Technology, Healthcare, Media & Telecom, Business Services, Industrials, Consumer, Food & Beverage, Chemicals, and Transportation & Logistics. We intend to apply this accumulated intellectual capital, as well as our network of former and current portfolio companies, for the purpose of selecting the best investment idea.

Utilize Operating Expertise to Partner with the Acquired Business to Drive Value Creation

We plan to capitalize on H.I.G. Capital’s extensive operational and strategic experience to enhance the business’ performance. We believe that this experience will enable us to recognize inherent value in the business and, in conjunction with management, create a comprehensive business plan to realize this value. We believe that H.I.G. Capital’s dedicated investment professionals have the relevant backgrounds and track records of designing and implementing effective strategic operating plans, including both operational performance improvement and topline growth, organically and through synergistic

add-on

acquisitions. Further, we believe that H.I.G. Capital’s experience with and access to debt and equity capital markets will enhance value creation opportunities at the target company through efficient capital structure management. In addition to H.I.G. Capital’s investment professionals, we will leverage the operational experience of executives from approximately 260 exited portfolio companies, dedicated senior advisors, and senior

in-house

vertical resources across marketing, information technology, human capital and other functional areas. Upon identification of a business combination opportunity, our management team and our board of directors will draw on the operating expertise of H.I.G. Capital’s investment professionals and advisors to conduct effective due diligence, develop and implement accretive commercial and operational initiatives, and identify and execute accretive

add-on

acquisitions at the target company.

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Unique Investment Approval Process

All H.I.G. Capital investments are subject to a rigorous internal investment approval process that has been developed and fine-tuned over the course of 29 years and across over 380 private equity investments. We will follow the same process when we identify a target of interest. Over the course of a transaction, our team will meet with the same key decision makers that review H.I.G. Capital’s investments multiple times to present due diligence findings, transaction structure and valuation, and investment merits and risks. H.I.G. Capital’s investment professionals with relevant expertise will work closely with our team to understand and focus on the key issues, develop a transaction structure and valuation proposal. Ultimately, we will prepare a formal presentation to facilitate approval of the transaction, including valuation and terms. Final investment decision will be approved by a group of key decision makers comprised of Mr. Mnaymneh, Mr. Tamer, Mr. Rosen, Mr. Schwartz, Doug Berman, Executive Managing Director and the Head of H.I.G. Capital’s U.S. Private Equity, and Mr. Wolfson.

Key Investment Decision Makers

Sami Mnaymneh is a Founder and

Co-CEO

of H.I.G. Capital. He has directed the firm’s development since its founding in 1993 and approves all capital commitments made by H.I.G. Capital. Prior to founding H.I.G. Capital, Mr. Mnaymneh was a Managing Director with The Blackstone Group in New York. Prior to that, he was a Vice President in the Mergers and Acquisitions department at Morgan Stanley & Co. Mr. Mnaymneh earned his J.D. and an M.B.A., with honors, from Harvard Law School and Harvard Business School and his B.A., summa cum laude, from Columbia University, where he graduated first in his class.

Tony Tamer is a Founder and

Co-CEO

of H.I.G. Capital. He has directed H.I.G. Capital’s development since its founding in 1993 and approves all capital commitments made by the firm. Mr. Tamer has led a number of successful investments at H.I.G. Capital in both the management buyouts and growth capital arenas. He has extensive experience working with and coaching early stage and middle-market companies. Prior to H.I.G. Capital, Mr. Tamer was partner at Bain & Company. Mr. Tamer has extensive operating experience that he gained from marketing, engineering and manufacturing positions at Hewlett-Packard and Sprint Corporation. Mr. Tamer earned his M.B.A. from Harvard Business School, and his Masters in Electrical Engineering from Stanford University. He earned his undergraduate degree from Rutgers University.

Rick Rosen is

Co-President

of H.I.G. Capital. In his current position, along with

Co-President

Brian Schwartz, he helps lead the

day-to-day

operations of the firm and sits on the investment committees for all H.I.G. Capital’s funds. Since joining H.I.G. Capital in 1998, Mr. Rosen has been involved in all aspects of the investment process; and has held leadership positions in several of H.I.G. Capital’s funds. Mr. Rosen has worked with companies in a variety of industries, with a focus on healthcare, business services, specialty chemicals, and niche manufacturing. Mr. Rosen earned his M.B.A. from Harvard Business School and his undergraduate degree with honors from Stanford University.

Brian Schwartz serves as our Chief Executive Officer and on our board of directors. Mr. Schwartz is

Co-President

of H.I.G. Capital. He joined H.I.G. Capital in 1994. In his current position, along with

Co-President

Rick Rosen, he helps run the

day-to-day

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Douglas Berman is an Executive Managing Director and Head of H.I.G. Capital’s U.S. Private Equity business. He joined H.I.G. Capital in 1996. In his current position, Mr. Berman oversees the

day-to-day

activities, and sits on the investment committees, of all of H.I.G. Capital’s U.S. private equity funds. Prior to this role, he was responsible for H.I.G. Capital’s Lower Middle Market buyout fund. Mr. Berman has also led the acquisition of more than 40 businesses for H.I.G. Capital across a wide range of industries. He began his career as a consultant at Bain & Company, where he managed a variety of projects for Fortune 1000 clients across the manufacturing, telecommunications, and financial services sectors. Mr. Berman earned his M.B.A. from The Wharton School of the University of Pennsylvania and his B.A. with honors in Economics from the University of Virginia.

Rob Wolfson serves as our President and on our board of directors. Mr. Wolfson is an Executive Managing Director and the Head of the Advantage Fund, as well as the Head of U.S. Healthcare. Mr. Wolfson joined H.I.G. Capital in 2005. Prior to leading the Advantage Fund, Mr. Wolfson spent almost 12 years as a Managing Director leading transactions across multiple H.I.G. Capital strategies. Mr. Wolfson has worked with companies in a variety of industries, with a focus on healthcare, business services, and technology. In addition to the responsibilities mentioned above, Mr. Wolfson brings investment and operating experience across many industries. Prior to H.I.G. Capital, Mr. Wolfson was an executive at IPWireless, a wireless infrastructure provider. Mr. Wolfson began his career as a consultant with LEK Consulting, a leading worldwide strategy consulting firm where he worked with Fortune 500 companies, private equity firms and private equity portfolio companies. Mr. Wolfson earned his M.B.A. from Harvard Business School and his undergraduate degree, cum laude, from Northwestern University.

Acquisition Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets for our initial business combination. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more target businesses that we believe:

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have a defensible core business with sustainable competitive advantages and differentiated value proposition.

We seek to invest in stable, profitable and predictable businesses that command leading market positions in their particular industry segment, demonstrate a differentiated value proposition, and possess a sustainable competitive advantage in products, markets or distribution. We believe these market-leading businesses offer defensible barriers to entry and are not only generally more resilient to competitive pressures, but also have the capability to generate continued revenue and earnings growth through volume and price increases and operating leverage.

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are in attractive, resilient and secularly growing

end-markets.

The global footprint of H.I.G. Capital facilitates timely identification of trends and provides early warning mechanisms to either increase or slow down investments in certain industries. These capabilities will help us identify businesses in stable, resilient end markets with capabilities to generate continued revenue and earnings growth in varying economic environments.

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have unrealized strategic and operational upside.

Our management team and board of directors have a track record of identifying intrinsic “value creation” drivers needed to help companies realize their full potential, including significantly scaling the business through synergistic acquisitions, strategically repositioning the business, implementing operational efficiency improvements, and expanding operations to establish a global presence.

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can generate compelling risk-adjusted returns.

We intend to target large, high quality businesses with capital efficient models, which we believe will yield compelling risk-adjusted returns.

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can operate successfully under the scrutiny of public markets.

We intend to target companies with strong existing management teams, well-established internal processes and controls and compelling public investment theses, which are both prepared and well-suited for the public markets.

These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management and board of directors may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this Report, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

Our Acquisition Process

In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, and a review of financial and other information about the target and its industry. We will also utilize our management team’s and board of director’s operational and capital planning experience.

Our officers and directors may, and certain of our officers and directors do, directly or indirectly own our ordinary shares and/or private placement warrants following our initial public offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.

Initial Business Combination

So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.

SEC Form 10-K filed by H.I.G. Acquisition Corp.