Preliminary proxy statements relating to merger or acquisition

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

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[X] Preliminary Proxy Statement
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[  ] Definitive Proxy Statement
[  ] Definitive Additional Materials
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Jensyn Acquisition Corp.

(Name of Registrant as Specified In Its Charter)

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

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4) Proposed maximum aggregate value of transaction:
$126,949,492
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$15,933
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JENSYN ACQUISITION CORP.

800 WEST MAIN STREET, SUITE 204

FREEHOLD, NJ 077728

Dear Jensyn Acquisition Corp. Stockholders:

You are cordially invited to attend the special meeting in lieu of the 2018 annual meeting of stockholders of Jensyn Acquisition Corp., which we refer to as “we,” “us,” “our,” “Jensyn” or the “Company,” on ________ __, 2018, at 9:00 A.M., Eastern Time, at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York 11797

At the special meeting, our stockholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve a membership interest purchase agreement (the “Purchase Agreement”) which provides that we will acquire units of membership interest (“Units”) in BAE Energy Management, LLC (“BAE”) in exchange for a capital contribution to BAE of the amount held in the trust account that holds the proceeds of our initial public offering, less the amounts needed to satisfy certain pre-closing obligations and amounts required to be paid to our public stockholders who elect to have their shares converted into cash as described below. Assuming that our capital contribution is $16,163,000, we will be issued 3,621,317 Units (representing approximately 45% of BAE’s outstanding Units), subject to adjustment, and the existing members of BAE (the “Existing Members”) will be issued 4,400,000 Units (representing approximately 55% of BAE’s outstanding Units), subject to adjustment, in replacement of their existing membership interests in BAE. The number of Units that we will be issued will be subject to adjustment as provided in the Purchase Agreement based upon the amount of our capital contribution to BAE, and the number of Units that will be owned by the Existing Members after the closing of the transaction will be subject to adjustment based upon BAE’s net working capital and indebtedness at the time of the closing of the transaction and the amount of expenses incurred by BAE and the Existing Members in connection with the transaction. In addition, the Existing Members may be issued up to an additional 600,000 Units if the volume weighted average price of our Common Stock exceeds specified targets during the ten trading days before the closing of the business combination. A copy of the Purchase Agreement is attached to the accompanying proxy statement as Annex A. We refer to the transactions contemplated by the Purchase Agreement as the “Business Combination.”

The Existing Members will have the right to receive up to 2,000,000 additional Units in BAE if the trading price of our Common Stock and the amount of dividends paid on our Common Stock exceed certain thresholds specified in the Purchase Agreement during the 36 month period following the Closing of the Business Combination.

The Existing Members will have the right to exchange their Units in BAE for shares of our Common Stock on a one-for-one basis, subject to adjustment if the total number of shares of Common Stock issuable to the Existing Members in exchange for their BAE Units would represent less than 51% of our outstanding shares after giving effect to such exchange.

Our stockholders will also be asked to consider and vote upon proposals (a) to approve and adopt the Company’s second amended and restated certificate of incorporation, which we refer to as the “Certificate Proposals;” (b) to elect seven directors to serve on our board of directors; (c) to approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of the Company’s issued and outstanding Common Stock upon the exercise by the Existing Members of BAE of their right to exchange their Units in BAE for shares of our Common Stock, which we refer to as the “Nasdaq Proposal,” and (d) to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal or the Certificate Proposals. A copy of our proposed second amended and restated certificate of incorporation incorporating the Certificate Proposals is attached as Annex B to the accompanying proxy statement.

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

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

Pursuant to our amended and restated certificate of incorporation, we are providing our public stockholders with the opportunity to convert, upon the closing of the transactions contemplated by the Purchase Agreement, shares of Jensyn Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account that holds the proceeds (less taxes payable and any interest that we may withdraw to pay tax obligations) of our initial public offering (the “IPO”) and a private offering closed on March 7, 2016. For illustrative purposes, based on funds in the trust account of approximately $41,019,192 on December 15, 2017, the estimated per share redemption price would have been approximately $10.52. Public stockholders may elect to convert their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from converting in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding public shares (the “20% threshold”). Holders of our outstanding public warrants and rights do not have conversion rights in connection with the Business Combination. The holders of shares of Jensyn Common Stock issued prior to our IPO, which we refer to as “founder shares,” have waived their conversion rights with respect to any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the founder shares represent approximately 19.9% of our issued and outstanding shares of Common Stock. The holders of our founder shares have agreed to vote any shares of Jensyn Common Stock owned by them in favor of the Business Combination Proposal.

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

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

Approval of the Business Combination Proposal, the Nasdaq Proposal and Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting. Approval of the Certificate Proposals requires the affirmative vote of holders of a majority of our outstanding shares of Common Stock. Approval of the Director Election Proposal requires the affirmative vote of the holders of a plurality of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting. The Existing Members of BAE have already approved the Business Combination.

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

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

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

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

Sincerely,
December __, 2017 /s/ Jeffrey J. Raymond
Jeffrey J. Raymond
President, Chief Executive Officer, Director

This proxy statement is dated December __, 2017, and is first being mailed to stockholders of the Company on or about _____, 2018.

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

JENSYN ACQUISITION CORP.

800 West Main Street, Suite 204,

Freehold, NJ 07728

NOTICE OF SPECIAL MEETING IN LIEU OF 2018 ANNUAL MEETING

OF STOCKHOLDERS OF JENSYN ACQUISITION CORP.

To Be Held on _____ ___, 2018

To the Stockholders of Jensyn Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2018 annual meeting of stockholders (the “special meeting”) of Jensyn Acquisition Corp., a Delaware corporation (“we,” “us,” “our,” “Jensyn” or the “Company”), will be held on _____ __, 2018, at 9:00 A.M., Eastern Time, at [the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York 11797. You are cordially invited to attend the special meeting for the following purposes:

(1) The Business Combination Proposal—to consider and vote upon a proposal to approve and adopt the Membership Interest Purchase Agreement, dated as of November 3, 2017, as it may be amended (the “Purchase Agreement”), by and among Jensyn, BAE Energy Management, LLC, a New York limited liability company (“BAE”), Victor Ferreira and Karen Ferreira (each an “Existing Member” and collectively the “Existing Members”) and the transactions contemplated thereby (the “Business Combination Proposal”), which provides for Jensyn to make a capital contribution to BAE of cash in exchange for units of membership interest (“Units”) in BAE (the “Business Combination”);
(2) The Certificate Proposals—to consider and vote upon ten proposals consisting of the following amendments to our amended and restated certificate of incorporation:

to change our name to “Vantage Energy Fund, Inc.” and remove certain provisions related to our status as a blank check company, among other things;
to increase the number of authorized shares from 16,000,000 to 31,000,000, of which 30,000,000 will be common stock, par value $0.0001 per share, and 1,000,000 will be preferred stock, par value $0.0001 per share;
authorize the board of directors, or any authorized committee of the board of directors, to issue shares of preferred stock;
to specify that the number of directors of Jensyn will be fixed by resolution of the board of directors acting by not less than a majority vote of the directors then in office, to require that the Company’s directors may only be removed for cause by a vote of the majority of the then outstanding shares of the Company, and that if rights to elect directors are granted to the holders of preferred stock, the terms of such directors’ terms in office are separately governed by the terms of such preferred stock;
to provide that stockholders may not act by written consent;
to provide that special meetings of the stockholders may be called only by or at the direction of the Chairman of the Board, the Chief Executive Officer of Jensyn or the board pursuant to a resolution adopted by the board;
to elect for the Company to not be subject to Section 203 of the DGCL;
to adopt Delaware as the exclusive forum for certain stockholder litigation;
to provide that the corporate opportunity doctrine will apply to Jensyn’s officers or directors and their affiliates; and
to provide that a minimum of 2/3 of the outstanding shares of capital stock of Jensyn will be required to amend the proposed certificate.

(3) The Director Election Proposal—to consider and vote upon a proposal to elect seven directors upon consummation of the Business Combination to serve on the Company’s board of directors (the “Director Election Proposal”);
(4) 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 Company’s issued and outstanding common stock upon the exercise by the Existing Members of BAE of their right to exchange their Units in BAE for shares of Jensyn Common Stock.
(5) The Adjournment Proposal—to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal or the Certificate Proposals (the “Adjournment Proposal”).

Only holders of record of our Common Stock at the close of business on December __, 2017 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Pursuant to our certificate of incorporation, we will provide our public stockholders with the opportunity to convert, upon the closing of the transactions contemplated by the Purchase Agreement, their shares of the Company’s Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the consummation of the transactions contemplated by the Purchase Agreement) in the trust account that holds the proceeds (less taxes payable and any interest that we may withdraw to pay tax obligations) of our initial public offering closed on March 7, 2014 (the “IPO”). For illustrative purposes, based on funds in the trust account of approximately $40,019,192 on December 15, 2017, the estimated per share conversion price would have been approximately $10.52. Public stockholders may elect to convert their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding public shares (the “20% threshold”). Each conversion of shares of our outstanding Common Stock by our public stockholders will decrease the amount in our trust account, which holds approximately $40,019,192. In no event, however, will we permit conversion of shares of our outstanding Common Stock in an amount that would cause our net tangible assets to be less than $5,000,001. The holders of shares of the Company’s Common Stock issued prior to our IPO (“founder shares”) have agreed to waive their conversion rights with respect to any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, founder shares represent approximately 19% of our issued and outstanding shares of Common Stock.

Our amended and restated certificate of incorporation provides that we may not permit conversions of shares of our outstanding Common Stock in an amount that would cause our net tangible assets to be less than $5,000,001. It is a condition to the obligation of BAE and the Existing Members to close the Business Combination that our capital contribution to BAE upon the closing of the business Combination be at least $15,000,000. We estimate that if holders of more than 53.7% of our outstanding shares of Common Stock exercise conversion rights we will not be able to satisfy this condition. If our capital contribution to BAE is $15,000,000 or more, our net tangible assets upon the closing of the Business Combination will exceed the $5,000,001 net tangible asset threshold required by our amended and restated certificate of incorporation. If BAE and the Existing Members waive the condition that our capital contribution be at least $15,000,000, we will not, in any event, permit conversions of our Common Stock that would cause our net tangible assets to be less than $5,000,001. In such a case, the Business Combination will not be consummated if stockholders owning approximately 73.4% or more of the shares of Common Stock sold in our IPO exercise conversion rights unless we raise additional funds from a private placement of securities. We currently have no plans to conduct a private placement. We chose the $5,000,001 net tangible asset threshold to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act.

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

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related transactions and each of our proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, Inc. at (877) 870-8565 (banks and brokers call collect at (206) 870-8565.

By Order of the Board of Directors,
December __, 2017 /s/ Jeffrey J. Raymond
Jeffrey J. Raymond
President and Chief Executive Officer

TABLE OF CONTENTS

Page
summary term sheet 1
frequently used terms 6
questions and answers about the proposals for stockholders 8
summary of the proxy statement 20
risk factors 25
selected historical financial information of jensyn 26
selected historical financial information of bae 27
cautionary note regarding forward-looking statements 28
risk factors 29
unaudited pro forma condensed combined financial information 47
notes to unaudited pro forma condensed combined financial information 51
comparative share information 56
special meeting in lieu of 2018 annual meeting of jensyn stockholders 57
proposal no. 1—approval of the business combination 63
proposals no. 2a-2j—the certificate proposals 100
proposal no. 3—election of directors to the board 108
proposal no. 4—approval of the issuance of more than 20% of the company’s issued and outstanding common stock pursuant to exchange rights of existing members 110
proposal no. 5—the adjournment proposal 111
information about jensyn 112
jensyn management’s discussion and analysis of financial condition and results of operations 123
information about bae 130
executive compensation 136
bae management’s discussion and analysis of financial condition and results of operations 139
management after the business combination 154
description of jensyn securities 159
beneficial ownership of securities 167
certain relationships and related transactions 170
price range of securities and dividends 173
independent registered public accounting firm 174
appraisal rights 174
delivery of documents to stockholders 174
transfer agent and registrar 174
submission of stockholder proposals 174
future stockholder proposals 174
where you can find more information 175
Index to BAE Financial Statements F-1
Index to Jensyn Financial Statements F-47
Index to Vantage COMMODITIES Financial Services, LLC Financial Statements F-74
Annexes
Annex A - Membership Interest Purchase Agreement A-1
Annex B - Second Amended Restated Certificate of Incorporation of Jensyn B-1
Annex C - Fairness Opinion of Spartan Capital Securities, LLC C-1

SUMMARY TERM SHEET

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

Parties to the Business Combination

The Company is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. There currently are 5,169,500 shares of our Common Stock issued and outstanding, consisting of 3,900,000 shares originally sold as part of units in our IPO, 975,000 founder shares that were issued to our initial stockholders, and (ii) 294,500 shares were sold as part of units issued in a private sale simultaneously with the consummation of our IPO. In addition, there currently are 4,194,500 warrants of the Company outstanding, consisting of 3,900,000 public warrants originally sold as part of units in the Company’s IPO and 294,500 private warrants sold as part of the units issued in a private placement simultaneously with the consummation of the Company’s IPO, and 3,900,000 rights to receive one-tenth (1/10) of one share of Common Stock automatically upon the consummation of an initial business combination. Each warrant entitles its holder to purchase one share of our Common Stock at an exercise price of $11.50 per share. The public warrants will become exercisable on the later of 30 days after the completion of the Company’s initial business combination or 12 months from the consummation of the Company’s IPO, and expire at 5:00 p.m., New York time, five years after the completion of the Company’s initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant, if the last sale price of the Company’s Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. The private warrants, however, are non-redeemable so long as they are held by the initial purchaser of the private warrants or their permitted transferees. For more information about the Company and its securities, see the sections entitled “Information About Jensyn,” “Jensyn Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Securities.”

BAE is the parent company of Big Apple Energy, Clear Choice Energy and Vantage Commodities Financial Services. Founded in 1998, Big Apple Energy is a market aggregator supplying small to medium size energy service companies (“ESCOs”) that typically lack the buying power and expertise to effectively compete in the deregulated natural gas and power markets. Big Apple Energy creates value for its clients through its purchasing and outsourcing capabilities and by aggregating the requirements of its clients to give them the leverage of larger ESCOs. Big Apple Energy also provides an Electronic Data Interchange and billing software platform in addition to supply financing. Big Apple Energy provides and manages the supply of natural gas to BAE clients, while Clear Choice Energy manages supply of electricity to BAE clients. Vantage Commodities Financial Services is a specialty finance company focused on providing supply and working capital financing to companies operating within the energy space.

1

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

Initial Capital Contribution . Jensyn will make an initial capital contribution (the “Initial Capital Contribution”) to BAE of the funds held in the trust account established at the time that the Company completed its IPO, reduced by an amount equal to funds paid to Jensyn stockholders who elect to have their shares converted into cash and the amount of trust account funds used to pay pre-closing obligations of Jensyn.
Issuances of Units. Upon the closing of the Business Combination, the Existing Members of BAE and Jensyn will enter into an Amended and Restated Operating Agreement which will govern the affairs of BAE, and BAE will issue 4,400,000 Units of membership interests to its Existing Members in replacement of their existing membership interest in BAE, subject to adjustment, based upon BAE’s net working capital and indebtedness at the time of closing, and the amount of transaction expenses incurred by BAE and its Existing Members in connection with the transaction, and 3,621,317 Units to Jensyn. The number of Units issued to Jensyn will be increased or decreased based upon whether the total capital contribution by Jensyn to BAE is greater or less than $16,163,000. The Existing Members will be issued an additional 300,000 Units at closing if the average volume weighted average price (“VWAP”) of Jensyn’s Common Stock is between $12.00 and $13.00 per share during the ten trading days before the closing and 600,000 Units if the average VWAP of the Common Stock during such ten trading day period is $13 or more per share.
Exchange Feature of Existing Members’ Units . Under the terms of the Amended and Restated Operating Agreement of BAE, the Existing Members of BAE will have the right to exchange their Units of membership interest in BAE for shares of Jensyn Common Stock on a one-for-one basis; provided, however, that the one-for-one exchange ratio will be adjusted if the total number of shares of Jensyn Common Stock issuable to the Existing Members in exchange for their BAE Units at the time of the closing of the Business Combination and after giving effect to the exercise of the conversion rights of Jensyn’s public stockholders would represent less than 51% of the outstanding shares of Jensyn’s Common Stock after giving effect to such exchange. In such event, the exchange ratio will be adjusted so that the number of shares of Jensyn Common Stock issuable to the Existing Members upon the exchange of all of their BAE Units will represent 51% of the total number of shares of Jensyn Common Stock outstanding after giving effect to such exchange (as determined as of the time of the closing of the Business Combination).

Earnout. The Existing Members of BAE will have the right to receive up to 2,000,000 additional Units in BAE based upon the trading price of Jensyn Common Stock and the amount of dividends paid to the holders of Jensyn Common Stock during the 36 month period following the closing of the Business Combination. The Existing Members will be entitled to receive approximately 666,666 Units in BAE for each of the three 12 month periods following the closing if the average closing price of the Jensyn Common Stock exceeds the specified stock price target during any 20 trading days within a 30 trading day period during each such 12 month period, or if the dividends paid during the period with the respect to the Jensyn Common Stock exceed a specified cumulative dividend target. The stock price and dividend targets for such periods are outlined in the table below.

2

PERIOD First
12 Months
Second
12 Months
Third
12 Months
STOCK PRICE $ 12.60 $ 15.10 $ 18.14
DIVIDENDS PAID PER SHARE $ 1.20 $ 1.44 $ 1.73

For accounting purposes, Units issued to the Existing Members as a result of the achievement of the applicable stock price or dividend target will be treated as compensation.

Payment of Jensyn Obligations . Upon the closing of the Business Combination, Jensyn will pay all pre-closing indebtedness and obligations of Jensyn, including notes payable to Jensyn’s founders, notes payable to Jensyn Capital, LLC, a company controlled by Jensyn’s founders, amounts owed to Jensyn Integration Services, LLC for office space, secretarial and administrative services, and all third party fees and expenses incurred in connection with the Business Combination, including the fees and expenses of investment bankers, accountants and legal counsel.
Existing Members’ Expenses . Jensyn will pay, out of its capital contribution to BAE, the expenses incurred by BAE and its Existing Members in connection with the Business Combination upon the closing of the Business Combination.
Pre-Closing Distribution . Immediately prior to the closing of the Business Combination, BAE will make a $5,000,000 distribution to its Existing Members.
BAE Operating Agreement. Jensyn and the Existing Members will enter into a Second Amended and Restated Operating Agreement of BAE upon the closing of the Business Combination which will govern the affairs of BAE. Under the proposed terms of the Second Amended and Restated Operating Agreement, BAE shall be managed by its Managers, a majority of whom shall be appointed by Jensyn. Profits, losses and cash distributions will be allocated to Jensyn and the Existing Members in accordance with their respective percentage ownership interests in BAE.

Dividends. The Second Amended and Restated Operating Agreement and BAE will require BAE to make a monthly distribution of cash, to the extent available after taking into account liabilities, expenses and reserves for obligations, capital expenditures and contingencies, to Jensyn which will be sufficient to permit Jensyn to pay a monthly dividend of at least $.08333 per share for the initial 12 month period following the closing of the Business Combination. The Second Amended and Restated Operating Agreement will require Jensyn to pay such dividend to holders of Jensyn Common Stock to the extent legally permissible.

Registration Rights Agreement . Jensyn will enter into a registration rights agreement (the “Registration Rights Agreement”) with the Existing Members upon the closing of the Business Combination pursuant to which Jensyn will be required to register for public resale any shares of Jensyn issuable to the Existing Members of BAE upon the exercise of their rights to exchange their BAE Units for shares of Jensyn Common Stock.

Voting Agreement . The officers and directors of and special advisors to Jensyn Acquisition Corp. have entered into a Voting Agreement pursuant to which they have agreed to vote in favor of the election of the individuals designated by BAE as nominees for election to the Jensyn Board of Directors for a period of two years after the closing of the business combination.

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Closing Conditions . The consummation of the transactions contemplated by the Business Combination Proposal is subject to certain conditions, including but not limited to the approval of the Business Combination Proposal by Jensyn’s stockholders, Jensyn’s capital contribution to BAE being at least $15,000,000, the receipt by Jensyn of an opinion from Spartan Capital Securities, LLC (“Spartan”) that the Business Combination is fair, from a financial point of view, to Jensyn’s stockholders and the receipt of required consents. See the sections captioned “The Jensyn Special Meeting;“ “Proposal to Acquire BAE” and “Closing Conditions.”

Fair Market Value Test . BAE must have a fair market value equal to at least 80% of the net assets of Jensyn at the time of the Business Combination. Based upon the financial analysis of Spartan used by the Board in reaching its recommendation to approve the Business Combination Proposal, the acquisition of BAE meets or exceeds this level. See the section captioned “Proposal to Require BAE – Satisfaction of 80% Test.”

Conversion Rights

Pursuant to our amended and restated certificate of incorporation, in connection with the Business Combination, holders of our public shares may elect to have their shares converted into a pro rata share of the aggregate amount on deposit in the Trust Account, including interest on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes. As of December 15, 2017, this would have amounted to approximately $10.52 per share. If a holder exercises its conversion rights, then such holder will be exchanging its shares of our Common Stock for cash and will no longer own shares of the Company and will not participate in the future growth of the Company, if any. Such a holder will be entitled to receive cash for its public shares only if it (i) affirmatively votes for or against the Business Combination Proposal and (ii) properly demands conversion or redemption by means of a tender offer and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. See the section entitled “Special Meeting in Lieu of 2018 Annual Meeting of Jensyn Stockholders—Conversion Rights.”

Other Proposals

In addition to voting on the proposal to approve and adopt the Purchase Agreement and the Business Combination contemplated thereby at the special meeting, the stockholders of the Company will be asked to vote on (a) ten separate proposals to amend the Company’s amended and restated certificate of incorporation, including proposals to (i) increase the Company’s authorized Common Stock and preferred stock, and (ii) for certain additional changes, including changing the Company’s corporate name from “Jensyn Acquisition Corp.” to “Vantage Energy Fund, Inc.” and remove certain provisions related to our status as a blank check company, among other things, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company, (b) a proposal to elect seven directors to the board of the Company, (c) a proposal to approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of the Company’s issued and outstanding Common Stock upon the exercise by the Existing Members of BAE of their right to exchange their Units in BAE for shares of Jensyn Common Stock, and (d) a proposal to postpone or adjourn the special meeting, if necessary, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination or the Certificate Proposals. See the sections entitled “Proposal No. 2—The Certificate Proposals,” “Proposal No. 3—Election of Directors to the Board,” “Proposal 4—Approval of the Issuance of More than 20% of the Company’s Issued and Outstanding Common Stock Upon Exchange of BAE Units,” “Proposal No. 5—The Adjournment Proposal” and “Special Meeting in Lieu of 2018 Annual Meeting of Jensyn Stockholders.” Each of the Director Election Proposal and the Nasdaq Proposal is conditioned on the approval of the Certificate Proposals and the Business Combination Proposal. The Business Combination Proposal is conditioned on the approval of the Certificates Proposals. Each of the Certificate Proposals is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth on this proxy statement

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Post Closing Board

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

Risk Factors

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

Interests of Jensyn Management Team and Initial Stockholders

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

the fact that initial stockholders paid an aggregate of $25,029 for their founder shares, and such securities should have a significantly higher value at the time of the Business Combination;

if Jensyn is unable to complete a business combination within the required time period, our officers and directors will not have redemption rights with respect to the founder shares that they own;
if Jensyn is unable to complete a business combination within the required time period, the initial stockholders will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company, but only if such a vendor or target business has not executed such a waiver; and

the fact that upon consummation of the Business Combination, our initial stockholders will be repaid approximately $2,000,000 of loans that they made to us and Jensyn Integration Services, LLC, a company controlled by certain of our initial stockholders, will be paid an administrative fee of up to $240,000.

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

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FREQUENTLY USED TERMS

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

“Capital Contribution” means the cash contribution made by Jensyn to BAE upon the closing of the Business Combination.

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

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

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

“Existing Members” means Victor Ferreira and Karen Ferreira.

“founder shares” means the 1,437,500 shares of Jensyn Common Stock issued prior to the Jensyn IPO, 225,313 of which have been forfeited.

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

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

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

“IPO” means our initial public offering, consummated on March 7, 2014 through the sale of 3,900,000 public units at $10.00 per share.

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

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

“Nasdaq Proposal” means the proposal to approve the issuance of more than 20% of Jensyn’s issued and outstanding Common Stock upon the exercise by the Existing Members of BAE of their right to exchange their Units in BAE for shares of Jensyn Common Stock.

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

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

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

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

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

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

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

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

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

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

“Purchase Agreement” means the Membership Interest Purchase Agreement, dated as of November 3, 2017, as it may be amended, by and among the Company, BAE and Existing Members.

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

“special meeting” means the special meeting in lieu of the 2018 annual meeting of stockholders of Jensyn that is the subject of this proxy statement.

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

“Units” means units representing membership interests in BAE.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

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

Q: Why am I receiving this proxy statement?
A:

Our stockholders are being asked to consider and vote upon a proposal to approve and adopt the Purchase Agreement, among other proposals. The Purchase Agreement provides that we will acquire Units of membership interest in BAE Energy Management, LLC (“BAE”) in exchange for a capital contribution to BAE of the funds held in the trust account we established to hold the proceeds of our IPO and private placement, as reduced by the amount needed to satisfy certain pre-closing obligations and amounts we are required to pay to our stockholders who elect to have their shares converted for cash. Assuming that our capital contribution is $16,163,000 we will be issued 3,621,317 Units, subject to adjustment, and the Existing Members of BAE will be issued 4,400,000 Units, subject to adjustment, in replacement of their existing membership interests in BAE. The number of Units that we will be issued will be subject to adjustment as provided in the Purchase Agreement based upon the amount of our capital contribution, and the number of Units issued to the Existing Members will be subject to adjustment, based upon BAE’s net working capital and indebtedness at the time of the closing of the transaction and the amount of the transaction expenses incurred by BAE and its Existing Members in connection with the transaction. The Existing Members may be issued up to an additional 600,000 Units if the volume weighted average price of our Common Stock exceeds specified targets during the ten trading days before the Closing of the Business Combination.

The Existing Members will have the right to receive up to 2,000,000 additional Units in BAE if the trading price of our Common Stock and the amount of dividends paid on our Common Stock exceed certain thresholds specified in the Purchase Agreement during the 36 month period following the closing of the Business Combination. The Existing Members will have the right to exchange their Units in BAE for shares of our Common Stock. A copy of the Purchase Agreement is attached to this proxy statement as Annex A.

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

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

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

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

1. To approve and adopt the Business Combination and the other transactions contemplated by the Purchase Agreement (this proposal is referred to herein as the “Business Combination Proposal”);

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2.

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

to change our name to “Vantage Energy Fund, Inc.” and remove certain provisions related to our status as a blank check company, among other things;
to increase the number of authorized shares from 16,000,000 to 31,000,000, of which 30,000,000 will be common stock, par value $0.0001 per share, and 1,000,000 will be preferred stock, par value $0.0001 per share;
authorize the board of directors, or any authorized committee of the board of directors, to issue shares of preferred stock;
to specify that the number of directors of Jensyn will be fixed by resolution of the board of directors acting by not less than a majority vote of the directors then in office, to require that the Company’s directors may only be removed for cause by a vote of the majority of then outstanding shares of the Company, and that if rights to elect directors are granted to the holders of preferred stock, the terms of such directors’ terms in office are separately governed by the terms of such preferred stock;
to provide that stockholders may not act by written consent;
to provide that special meetings of the stockholders may be called only by or at the direction of the Chairman of the Board, the Chief Executive Officer of Jensyn or the board pursuant to a resolution adopted by the board;
to elect for the Company to not be subject to Section 203 of the DGCL;
to adopt Delaware as the exclusive forum for certain stockholder litigation;
to provide that the corporate opportunity doctrine will apply to Jensyn’s officers or directors and their affiliates; and
to provide that a minimum of 2/3 of the outstanding shares of capital stock of Jensyn will be required to amend the proposed certificate.

3. To elect seven directors to our board of directors to serve on our board of directors upon the consummation of the Business Combination (this proposal is referred to herein as the “Director Election Proposal”);
4. To approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of the Company’s issued and outstanding Common Stock upon the exercise by the Existing Members of BAE of their right to exchange their Units in BAE for shares of our Common Stock (this proposal is referred to herein as the “Nasdaq Proposal”);
5. To approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal or the Certificate Proposals (this proposal is referred to herein as the “Adjournment Proposal”). This proposal will only be presented at the special meeting if there are not sufficient votes to approve the Business Combination Proposal or the Certificate Proposals

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Q: Are the proposals conditioned on one another?
A: The Business Combination Proposal is conditioned on the approval of the Certificate Proposals. In addition, (i) each of the Certificate Proposals, the Director Election Proposal and the Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal does not require the approval of any other proposal to be effective. It is important for you to note that in the event that the Certificate Proposals do not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination within 24 months of March 7, 2016, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.
Q: What will happen in the Business Combination?
A:

At the closing of the Business Combination, the Existing Members of BAE and Jensyn will enter into an Amended and Restated Operating Agreement which will govern the affairs of BAE, Jensyn will contribute the funds held in the Trust Account to BAE (as reduced by amounts paid to satisfy pre-closing obligations and the amount Jensyn is required to pay to stockholders who exercise their conversion rights) and BAE will issue 4,400,000 Units of membership interests to its Existing Members, subject to adjustment based upon BAE’s net working capital and indebtedness at the time of closing and the amount of transaction expenses incurred by BAE and its Existing Members in connection with the transaction, and 3,621,317 Units of membership interests to Jensyn. The number of Units issued to Jensyn will be increased or decreased based upon whether the total capital contribution by Jensyn to BAE is greater or less than $16,163,000. The Existing Members may be issued up to an additional 600,000 Units if the volume weighted average price of our Common Stock exceeds specified targets during the ten trading days before the Closing of the Business Combination.

The Existing Members will have the right to receive up to 2,000,000 additional Units in BAE if the trading price of our Common Stock and the amount of dividends paid on our Common Stock exceed certain thresholds specified in the Purchase Agreement. The Existing Members will be entitled to receive approximately 666,666 Units in BAE for each of the three 12 month periods following the closing if the average closing price of the Jensyn Common Stock exceeds the specified stock price target during any 20 trading days within a 30 trading day period during each such 12 month period, or if the dividends paid during the period with the respect to the Jensyn Common Stock exceed a specified cumulative dividend target. The stock price and dividend targets for such periods are outlined in the table below.

PERIOD First
12 Months
Second
12 Months
Third
12 Months
STOCK PRICE $ 12.60 $ 15.10 $ 18.14
DIVIDENDS PAID PER SHARE $ 1.20 $ 1.44 $ 1.73

Q: What equity stake will current Jensyn stockholders and the Existing Members of BAE hold in Jensyn after the closing?
A: Upon completion of the Business Combination, Jensyn’s stockholders will retain a 100% ownership interest in Jensyn. The Existing Members of BAE will have the right to exchange their Units in BAE on a one-for-one basis for shares of Jensyn Common Stock; provided, however, that the one-for-one exchange ratio will be adjusted if the total number of shares of Jensyn Common Stock issuable to the Existing Members in exchange for their BAE Units at the time of the closing of the Business Combination and after giving effect to the exercise of the conversion rights of Jensyn’s public stockholders would represent less than 51% of the outstanding shares of Jensyn’s Common Stock after giving effect to such exchange. In such event, the exchange ratio will be adjusted so that the number of shares of Jensyn Common Stock issuable to the Existing Members upon the exchange of all of their BAE Units will represent 51% of the total number of shares of Jensyn Common Stock outstanding after giving effect to such exchange (as determined as of the time of the closing of the Business Combination). If the Existing Members elect to exchange their Units for shares of Jensyn Common Stock, the ownership interest in the Company of our stockholders will decrease.
See “Summary—Impact of the Business Combination on Jensyn Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

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Q: Will Jensyn obtain new financing in connection with the Business Combination?
A: No. Jensyn is not seeking financing in connection with the Business Combination.
Q: What conditions must be satisfied to complete the Business Combination?
A: There are a number of closing conditions in the Purchase Agreement, including that our stockholders have approved and adopted the Purchase Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal No. 1—Approval of the Business Combination.”
Q: Why is Jensyn proposing the Certificate Proposals?
A: The proposed certificate that we are asking our stockholders to approve in connection with the Business Combination provides an increase in the number of authorized shares of our Common Stock, the change of the Company’s name to “Vantage Energy Fund, Inc.” and certain additional changes which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company. Approval of the Certificate Proposals is a condition to consummation of the Business Combination pursuant to the Purchase Agreement.
Q: Why is Jensyn proposing the Nasdaq Proposal?
A: We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a) and (d), which require stockholder approval of certain transactions that result in the issuance of 20% or more of the outstanding voting power or shares of Common Stock outstanding before the issuance of stock or securities. If the Business Combination is completed, the Existing Members of BAE will have the right to exchange their BAE Units for at least an equal number of shares of our Common Stock, and this exchange could result in the issuance of more than 20% of our outstanding Common Stock.
Q: What happens if I sell my shares of Jensyn Common Stock before the special meeting?
A: The record date for the special meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Jensyn Common Stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek conversion of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Jensyn Common Stock prior to the record date, you will have no right to vote those shares at the special meeting or convert those shares into a pro rata portion of the proceeds held in our trust account.

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

Approval of the Business Combination Proposal, the Nasdaq Proposal and Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting. Approval of each of the Certificate Proposals requires the affirmative vote of holders of a majority of our outstanding shares of Common Stock. Approval of the Director Election Proposal requires the affirmative vote of the holders of a plurality of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting. The Existing Members of BAE have already approved the Business Combination. A failure to vote your shares is the equivalent of a vote “AGAINST” the Certificate Proposals but, assuming a quorum is otherwise validly established, will have no effect on the other proposals to be considered at the special meeting of stockholders. An abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal. Unless waived by the parties to the Purchase Agreement, the closing of the Business Combination is conditioned upon the adoption and approval of the Business Combination Proposal and the Certificate Proposals.

The approval of each of the Certificate Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock. Accordingly, a Jensyn stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting or a broker non-vote with regard to any such proposal will have the same effect as a vote “AGAINST” each such proposal.

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

Directors are elected by a plurality of all of the votes cast by holders of shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting. This means that the seven nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Broker non-votes will have no effect on the election of directors

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

In connection with the stockholder vote to approve the proposed Business Combination our directors, officers, or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares converted into cash in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the trust account. None of our directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor, our directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their conversion rights, such selling stockholders would be required to revoke their prior elections to reconvert deem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the trust account.

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Q: How many votes do I have at the special meeting?
A: Our stockholders are entitled to one vote at the special meeting for each share of Jensyn Common Stock held of record as of _________, 2017, the record date for the special meeting. As of the close of business on the record date, there were 5,169,500 outstanding shares of our Common Stock.
Q: What constitutes a quorum at the special meeting?
A: Holders of a majority in voting power of the Company’s Common Stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, a majority of our stockholders, present in person or represented by proxy, will have power to adjourn the special meeting. As of the record date for the special meeting, 2,584,751 shares of our Common Stock would be required to achieve a quorum.
Q: How will Jensyn’s directors and officers vote?
A: In connection with our IPO, we entered into agreements with each of our initial stockholders, including our executive officers, pursuant to which each agreed to vote any shares of Jensyn’s Common Stock owned by them in favor of the Business Combination Proposal. Our initial stockholders transferred some of such shares to our independent directors and other parties and each of such transferees has agreed to vote in favor of the Business Combination. Except for the acquisition of shares by our independent directors from our initial stockholders, none of our directors or executive officers has purchased any shares during or after our IPO and neither we nor our directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares. Currently, our directors and officers own approximately 3.1% of our issued and outstanding shares of Common Stock.
Q: What interests do Jensyn’s current officers and directors have in the Business Combination?
A: Our directors and executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include:

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

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

Q: What happens if I vote against the Business Combination Proposal?
A: If the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination within 24 months of March 7, 2016, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.
Q: Do I have conversion rights?
A: If you are a holder of public shares, you may convert your public shares into cash equal to a pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of our IPO as of two business days prior to the consummation of the Business Combination, less franchise and income taxes payable, upon the consummation of the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding public shares. Our initial stockholders have agreed to waive their redemption rights with respect to the any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including interest but net of franchise and income taxes payable and dissolution expenses) in connection with the liquidation of the trust account.
Q: Will how I vote affect my ability to exercise conversion rights?
A: No. You may exercise your conversion rights whether you vote your shares of Jensyn Common Stock for or against the Business Combination Proposal or any other proposal described by this proxy statement. As a result, the Purchase Agreement can be approved by stockholders who exercise their conversion rights and no longer remain stockholders, leaving stockholders who choose not to exercise their conversion holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.
Q: How do I exercise my conversion rights?
A: In order to exercise your conversion rights, you must (i) affirmatively vote either for or against the Business Combination Proposal and, (ii) prior to 4:30 p.m., Eastern Time on _______, 2018 (two business days before the special meeting), (x) submit a written request to our transfer agent that we convert your public shares into cash, and (y) deliver your stock to our transfer agent physically or electronically through the Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System. The address of Continental Stock Transfer & Trust Company, our transfer agent, is listed under the question “Who can help answer my questions?”

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

Q: What are the federal income tax consequences of exercising my conversion rights?
A: Jensyn stockholders who exercise their redemption rights to receive cash from the trust account in exchange for their shares of Jensyn Common Stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the conversion in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Jensyn Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The conversion, however, may be treated as a distribution if it does not affect a meaningful reduction in the redeeming stockholder’s percentage ownership in Jensyn. Any such distribution will be treated as dividend income to the extent of our current or accumulated earnings and profits. Any distribution in excess of our earnings and profits will reduce the redeeming stockholder’s basis in the Jensyn Common Stock, and any remaining excess will be treated as gain realized on the sale or other disposition of the Jensyn Common Stock. See the section entitled “Material U.S. Federal Income Tax Considerations for Stockholders Exercising Conversion Rights
Q: If I am a Jensyn warrant holder, can I exercise conversion rights with respect to my warrants?
A: No. The holders of our warrants have no conversion rights with respect to our warrants.
Q: If I am a holder of Jensyn rights, can I exercise conversion rights with respect to my rights?

A:

No. The holders of our rights have no conversion rights. With respect to our rights, each of our rights will convert into one-tenth (1/10) of a share of our Common Stock upon the consummation of the Business Combination.
Q: Do I have appraisal rights if I object to the proposed Business Combination?
A: No. There are no appraisal rights available to holders of Jensyn Common Stock in connection with the Business Combination.
Q: What happens to the funds held in the trust account upon consummation of the Business Combination?
A: If the Business Combination is consummated, the funds held in the trust account will be released to pay (i) Jensyn stockholders who properly exercise their conversion rights, (ii) $780,000 in deferred underwriting compensation to the underwriters of our IPO (iii) all fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by the Company, in connection with the transactions contemplated by the Business Combination, (iv) other pre-closing obligations of the Company, including approximately $2,000,000 to repay loans made to the Company by its initial stockholders, as more fully described in section “Certain Relationships and Related Transactions—Jensyn Related Person Transactions,” (v) unpaid franchise and income taxes of the Company, and (vi) to make a capital contribution to BAE pursuant to the Purchase Agreement.

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

There are certain circumstances under which the Purchase Agreement may be terminated. See the section entitled “Proposal No. 1—Approval of the Business Combination—The Purchase Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Purchase Agreement or otherwise, we are unable to complete the Business Combination or another business combination transaction within 24 months of March 7, 2016, our amended and restated certificate of incorporation provides that we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest but net of franchise and income taxes payable and dissolution expenses, by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Jensyn’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

We expect that the amount of any distribution our public stockholders will be entitled to receive upon our dissolution will be approximately the same as the amount they would have received if they had exercised conversion rights with respect to their shares in connection with the Business Combination, subject in each case to Jensyn’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of our founder shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to Jensyn’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q: When is the Business Combination expected to be completed?
A: It is currently anticipated that the Business Combination will be consummated promptly following the special meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived. In any event, we expect the closing of the Business Combination to occur on or prior to March 7, 2018.

For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposal No. 1—Approval of the Business Combination.”

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Q: What do I need to do now?
A: You are urged to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q: How do I vote?
A: If you were a holder of record of our Common Stock on _____, 2017, the record date for the special meeting, you may vote with respect to the proposals in person at the special meeting, or by (1) calling the toll-free number specified on the enclosed proxy card and following the instructions when prompted, (2) accessing the Internet website specified on the enclosed proxy card and following the instructions provided to you, or (3) completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.
Q: What will happen if I abstain from voting or fail to vote at the special meeting?
A: At the special meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote will have no effect on the Director Election Proposal. A failure to vote or an abstention will have the same effect as a vote “AGAINST” a Certificate Proposal, while only an abstention (and not a failure to vote) will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal.
Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?
A: If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the special meeting.
Q: If I am not going to attend the special meeting in person, should I return my proxy card instead?
A: Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement carefully, and vote your shares by one of the following methods: (1) call the toll-free number specified on the enclosed proxy card and follow the instructions when prompted, (2) access the Internet website specified on the enclosed proxy card and follow the instructions provided to you, or (3) complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided.
Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A: No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

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Q: May I change my vote after I have mailed my signed proxy card?
A: Yes. You may change your vote by sending a later-dated, signed proxy card to our secretary at the address listed below so that it is received by our secretary prior to the special meeting or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to our secretary, which must be received by our secretary prior to the special meeting.
Q: What should I do if I receive more than one set of voting materials?
A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares
Q: Who will solicit and pay the cost of soliciting proxies?

A:

Jensyn will pay the cost of soliciting proxies for the special meeting. Jensyn has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the special meeting. Jensyn has agreed to pay Advantage Proxy, Inc. a fee of $7,500 plus a per call fee for any incoming or outgoing stockholder calls for such services, which fee also includes Advantage Proxy, Inc. acting as the inspector of elections at the special meeting, if requested. Jensyn will reimburse Advantage Proxy, Inc. for reasonable out-of-pocket expenses and will indemnify Advantage Proxy, Inc. and its affiliates against certain claims, liabilities, losses, damages and expenses. Jensyn will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Jensyn’s Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Jensyn’s Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: Who can help answer my questions?
A:

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

Lynne Radwanski, Secretary

Jensyn Acquisition Corp.

800 West Main Street, Suite 204

Freehold, NJ 07728

(888) 536-7965

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You may also contact our proxy solicitor at:

Advantage Proxy, Inc.

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

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

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

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

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

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Henry Farrell

E-mail: hfarrell@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT

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

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

Parties to the Business Combination

Jensyn Acquisition Corp.

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

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

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

BAE Energy Management, LLC.

BAE is the parent company of Big Apple Energy, Clear Choice Energy and Vantage Commodities Financial Services. Big Apple Energy is an energy marketing aggregator and service provider within the retail energy sector. Clear Choice Energy manages supply of electricity to BAE clients. Vantage Commodities Financial Services is an innovative financing provider to small and medium energy service companies.

The mailing address of BAE’s principal executive office is 100 Crossways Park Drive West, Woodbury, NY 11797.

Victor Ferreira and Karen Ferreira

The mailing address of the Existing Members is 100 Crossways Park Drive West, Woodbury, NY 11797.

BAE’s Business

BAE is an energy marketing, finance and services firm based in Woodbury, New York. BAE is comprised of three major subsidiaries, Big Apple Energy, Clear Choice Energy and Vantage Commodities Financial Services. Founded in 1998, Big Apple Energy is a market aggregator supplying small to medium size energy service companies (“ESCOs”) that typically lack the buying power and expertise to effectively compete in the deregulated natural gas and power markets. Big Apple Energy creates value for its clients through its purchasing and outsourcing capabilities and by aggregating the requirements of its clients to give them the leverage of larger ESCOs. Big Apple Energy also provides an EDI and billing software platform in addition to supply financing. Vantage Commodities Financial Services is a specialty finance company focused on providing supply and working capital financing to companies operating within the energy space.

For the nine months ended September 30, 2017 and year ended December 31, 2016, BAE generated total revenues of $70,282,128 and $99,525,457, respectively, and net income of $2,559,074 and $490,133, respectively, and adjusted EBITDA of $8,902,219 and $10,886,614, respectively. The term Adjusted EBITDA is not defined under GAAP. BAE’s management believes, however, that Adjusted EBITDA is meaningful to investors to enhance their understanding of BAE’s financial performance exclusive of expenses that will not recur following consummation of the Business Combination. Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties as a measure of financial performance. BAE’s calculation of Adjusted EBITDA, however, may not be comparable to similarly titled measures reported by other companies. When assessing BAE’s operating performance, stockholders and others should not consider this data in isolation or as a substitute for net income calculated in accordance with GAAP. BAE defines “Adjusted EBITDA” as EBITDA adjusted for, (i) net gain (loss) on derivative instruments, and (ii) net gain (loss) on the fair value of the warrant liability, and (iii) other non-cash and non-recurring operating items. For additional information regarding BAE’s business, see “Information About BAE.”

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Consideration to BAE’s Existing Members in the Business Combination

Pursuant to the Purchase Agreement, upon the effectiveness of the Business Combination, Jensyn will acquire Units of membership interest in BAE Energy Management, LLC (“BAE”) in exchange for a capital contribution to BAE of the funds in the Trust Account established when Jensyn completed its IPO, as reduced by amounts required to satisfy Jensyn’s pre-closing obligation and the amount required to be paid to Jensyn stockholders who exercise their conversion rights. Assuming that Jenyn’s capital contribution is $16,163,000, Jensyn will be issued 3,621,317 Units, subject to adjustment, and the existing members of BAE will be issued 4,400,000 Units, subject to adjustment. The number of Units that Jensyn will be issued will be subject to adjustment based upon its capital contribution to BAE is greater or less than $16,163,000. The number of Units issued to the Existing Members of BAE will be subject to adjustment, based upon BAE’s net working capital and indebtedness at the time of the closing of the transaction, and the amount of the transaction expenses incurred by BAE and its Existing Members in connection with the transaction. The Existing Members will have the right to exchange their Units in BAE for shares of Jensyn Common Stock.

Opinion of Spartan Capital Securities, LLC to Jensyn’s Board of Directors

In connection with the Business Combination, Spartan Capital Securities, LLC, a New York based investment banking firm (“Spartan” or “Spartan Capital”), delivered a written opinion, dated December 26, 2017 to our board of directors that, as of December 26, 2017, and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, (i) the consideration payable by Jensyn pursuant to the Purchase Agreement is fair, from a financial point of view to Jensyn’s stockholders. Spartan also verbally advised the Board that fair market value of BAE (measured by the enterprise value implied by the various financial analyses Spartan Capital conducted in connection with its opinion) equaled or exceeded 80% of the amount held by the Company in trust for the benefit of its public stockholders.

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

Conversion Rights

Pursuant to our amended and restated certificate of incorporation, in connection with the Business Combination holders of our public shares may elect to have their shares converted for cash at the applicable conversion price per share calculated in accordance with our amended and restated certificate of incorporation. As of December 15, 2017 this would have amounted to approximately $10.52 per share. If a holder exercises its conversion rights, then such holder will be exchanging its shares of our Common Stock for cash and will no longer own shares of the Company and will not participate in the future growth of the Company, if any. Such a holder will be entitled to receive cash for its public shares only if it (i) affirmatively votes for or against the Business Combination Proposal and (ii) properly demands conversion and delivers its shares (either physically or electronically) to our transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting in Lieu of 2018 Annual Meeting of Jensyn Stockholders—Conversion Rights” for the procedures to be followed if you wish to convert your shares for cash.

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Impact of the Business Combination on Jensyn’s Public Float

It is anticipated that, upon completion of the Business Combination, since the Existing Members will have not yet converted any Units for shares of Jensyn’s Common Stock, Jensyn’s public stockholders will retain an ownership interest of approximately 76.8% in the Company, our private placement holders and their transferees will retain an ownership interest of approximately 5.8% in the Company, and holders of our founder shares will retain an ownership interest of approximately 17.4% in the Company. If any of Jensyn’s stockholders exercise their conversion rights, the ownership interest in the Company of the Company’s public stockholders will decrease and the ownership interest in the Company of our private placement holders will increase.

The Existing Members will have the right to exchange their Units in BAE on a one-for-one basis for shares of the Company’s Common Stock. If the Existing Members exercise their exchange rights, the ownership interest in the Company of the Company’s public stockholders will decrease.

The following table illustrates varying ownership levels in Jensyn assuming varying levels of conversion by Jensyn’s public stockholders and different levels of exchange by the Existing Members:

Scenario 1 (1) Scenario 2 (2) Scenario 3 (3) Scenario 4 (4)
Public stockholders 76.8 % 62.8% 27.8% 37.6%
Holders of Founder Shares 17.4 % 27.9% 12.4% 8.6%
Private Placement holders and transferees 5.8 % 9.3% 4.1% 2.8%
Existing Members of BAE 55.7% 51.0%

(1) Scenario 1 – Reflects ownership percentages if no shares of Jensyn’s common stock are converted and the Existing Members of BAE have not yet exchanged any Units in BAE for shares of Jensyn’s Common Stock.
(2) Scenario 2 – Reflects ownership percentages if the estimated maximum number of the allowable number of shares which could be converted under Jensyn’s amended and restated certificate of incorporation without reducing Jensyn’s capital contribution to BAE to be less than $15,000,000 as required under the Purchase Agreement are converted, and the Existing Members of BAE have not yet exchanged any Units in BAE for shares of Jensyn’s Common Stock.
(3) Scenario 3 – Reflects ownership percentages if no shares of Jensyn’s Common Stock are converted and the Existing Members of BAE receive 4,400,000 Units in BAE pursuant to the Purchase Agreement and exchange all of such Units for an equal number of shares of Jensyn’s Common Stock.
(4) Scenario 4 – Reflects ownership percentages if the estimated maximum number of the allowable number of shares which could be converted and under Jensyn Capital’s amended and restated certificate of incorporation and without reducing Jensyn’s capital contribution to BAE to be less than $15,000,000 as required under the Purchase Agreement are converted and the Existing Members of BAE receive 4,400,000 Units in BAE pursuant to the Purchase Agreement and exchange all of such Units for an equal number of shares of Jensyn’s Common Stock.

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

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Board of Directors of Jensyn Following the Business Combination

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

Approval and Adoption of Certificate Proposals

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

to change our name to “Vantage Energy Fund, Inc.” and remove certain provisions related to our status as a blank check company, among other things;
to increase the number of authorized shares from 16,000,000 to 31,000,000, of which 30,000,000 will be common stock, par value $0.0001 per share, and 1,000,000 will be preferred stock, par value $0.0001 per share;
authorize the board of directors, or any authorized committee of the board of directors, to issue shares of preferred stock;
to specify that the number of directors of Jensyn will be fixed by resolution of the board of directors acting by not less than a majority vote of the directors then in office, to require that the Company’s directors may only be removed for cause by a vote of the majority of then outstanding shares of the Company, and that if rights to elect directors are granted to the holders of preferred stock, the terms of such directors’ terms in office are separately governed by the terms of such preferred stock;
to provide that stockholders may not act by written consent;
to provide that special meetings of the stockholders may be called only by or at the direction of the Chairman of the Board, the Chief Executive Officer of Jensyn or the board pursuant to a resolution adopted by the board;
to elect for the Company to not be subject to Section 203 of the DGCL;
to adopt Delaware as the exclusive forum for certain stockholder litigation;
to provide that the corporate opportunity doctrine will apply to Jensyn’s officers or directors and their affiliates; and
to provide that a minimum of 2/3 of the outstanding shares of capital stock of Jensyn will be required to amend the proposed certificate.

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

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of Jensyn stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of the Jensyn’s Common Stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, constitute a quorum. As of the record date for the special meeting, 2,584,751 shares of our Common Stock would be required to achieve a quorum.

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Approval of the Business Combination Proposal, the Nasdaq Proposal, and Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting. Approval of each of the Certificate Proposals requires the affirmative vote of holders of a majority of our outstanding shares of Common Stock. Approval of the Director Election Proposal requires the affirmative vote of the holders of a plurality of the shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting. A failure to vote your shares is the equivalent of a vote “AGAINST” the Certificate Proposals but, assuming a quorum is otherwise validly established, will have no effect on the other proposals to be considered at the special meeting of stockholders. Unless waived by the parties to the Purchase Agreement, the closing of the Business Combination is conditioned upon the adoption and approval of the Business Combination Proposal and the Certificate Proposals

The approval of each of the Certificate Proposals each require the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock. Accordingly, a Jensyn stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting or a broker non-vote with regard to any such proposal will have the same effect as a vote “AGAINST” such proposal.

Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum. For purposes of approval, failure to vote will have no effect on the Director Election Proposal. A failure to vote or an abstention will have the same effect as a vote “AGAINST” a Certificate Proposal, while only an abstention (and not a failure to vote) will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal A broker non-vote will have no effect on the outcome of the vote on the Business Combination Proposal, the Nasdaq Proposal, the Director Election Proposal or the Adjournment Proposal,

Directors are elected by a plurality of all of the votes cast by holders of shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting. This means that the seven nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, broker non-votes will have no effect on the election of directors.

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

It is important for you to note that in the event each of the Certificate Proposals does not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination within 24 months of March 7, 2016, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.

Recommendation to Jensyn Stockholders

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

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

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the fact that initial stockholders paid an aggregate of $25,029 for their founder shares, and such securities should have a significantly higher value at the time of the Business Combination;
if Jensyn is unable to complete a business combination within the required time period, our officers and directors will not have redemption rights with respect to the founder shares that they own;

if the Company is unable to complete a business combination within the required time period, our initial stockholders will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company, but only if such a vendor or target business has not executed such a waiver; and

The fact that upon the consummation of the Business Combination, our initial stockholders will be repaid approximately $2,000,000 of loans that they made to us and Jensyn Integration Services, LLC, a company controlled by certain of our initial stockholders, will be paid an administrative fee of up to $240,000; and

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

Risk Factors

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

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SELECTED HISTORICAL FINANCIAL INFORMATION OF JENSYN

The following table sets forth selected historical financial information derived from Jensyn’s unaudited financial statements as of and for the nine months ended September 30, 2017 included elsewhere in this proxy statement. These data include all adjustments, consisting of normal recurring adjustments, which management considers necessary for a fair presentation of Jensyn’s financial condition as of such date and its results of operations for such period. The period from October 8, 2014 (date of inception) to December 31, 2014, and for the years ended December 31, 2014, 2015 and 2016 have been derived from Jensyn’s audited financial statements included elsewhere in this proxy statement. You should read the following selected historical financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Jensyn and Jensyn’s financial statements and the related notes appearing elsewhere in this proxy statement.

As of As of As of As of
September 30, 2017 December 31, 2016 December 31, 2015 December 31, 2014
(unaudited)
Balance Sheet Data:
Cash $ 23,850 $ 1,438 $ 36,325 $ 10,787
Cash and Investments held in trust account 40,765,533 40,473,422 - -
Total Assets 40,819,374 40,481,763 263,396 85,787
Accounts payable and accrued expenses 438,383 244,576 85,180 23,594
Notes and advances related parties 1,216,420 790,320 362,320 116,000
Deferred underwriting commission 780,000 780,000 - -
Common stock subject to possible redemption: 3,252,836 shares at redemption value of $10.35 per share at December 31, 2016 33,374,346 33,666,852 - -
Total stockholders’ equity (deficiency) $ 5,000,012 $ 5,000,015 $ (184,104 ) $ (53,807 )
Common shares outstanding at December 31 1,975,783 1,916,664 1,150,000 1,150,000

For the period
For the nine months For the year For the year October 8, 2014
ended ended ended (inception) to
September 30, 2017 December 31, 2016 December 31, 2015 December 31, 2014
(unaudited)
Cash Flow Data:
Net cash used in operating activities $ (245,431 ) $ (371,942 ) $ (118,522 ) $ (213 )
Net cash used in investing activities (138,260 ) (40,365,000 ) - -
Net cash provided by financing activities 406,103 40,702,055 144,060 11,000
Statement of Operations Data:
Operating expenses 475,954 (541,802 ) $ (129,952 ) (78,807 )
Interest income 153,850 108,422 - -
Net Loss $ (323,797 ) $ (434,228 ) $ (130,326 ) $ (78,807 )
Weighted average common shares outstanding - basic and diluted 1,926,838 1,887,614 1,370,548 1,150,000
Net loss per common share - basic and diluted $ (0.17 ) $ (0.23 ) $ (0.10 ) $ (0.07 )

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SELECTED HISTORICAL FINANCIAL INFORMATION OF BAE

The following table sets forth selected historical financial information derived from BAE’s unaudited financial statements as of and for the nine months ended September 30, 2017 included elsewhere in this proxy statement. These data include all adjustments, consisting of normal recurring adjustments, which management considers necessary for a fair presentation of BAE’s financial condition as of such date and its results of operations for such period. The years ended December 31, 2014, 2015 and 2016 have been derived from BAE’s audited financial statements included elsewhere in this proxy statement. You should read the following selected historical financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of BAE and BAE’s financial statements and the related notes appearing elsewhere in this proxy statement.

BAE is the parent company of Big Apple Energy, Clear Choice Energy and Vantage Commodities Financial Services. Big Apple Energy is a market aggregator supplying small to medium size energy service companies. Big Apple Energy also provides an electronic data interchange and billing software platform in addition to supplying financing. Clear Choice Energy manages supply of electricity to BAE clients. Vantage Commodities Financial Services is a specialty finance company focused on providing supply and working capital financing to companies operating within the energy space.

As of As of As of
September 30, 2017 December 31, 2016 December 31, 2015
(unaudited)
Balance Sheet Data:
ASSETS
Current Assets
Cash and cash equivalents $ 7,190,694 $ 1,130,683 $ 2,181,615
Accounts receivable, net 29,902,283 35,216,496 34,634,935
Vantage Finance - Advances to clients 31,245,257 19,410,728 -
Other Assets
Accounts and notes receivable from customers 9,586,451 10,990,365 3,908,604
Goodwill 16,983,703 16,983,703 -
Total Assets 101,569,601 89,248,215 44,438,584
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Line-of-credit borrowings, net 17,396,473 16,689,205 10,826,735
Subordinated note payable 1,200,000 1,200,000 420,000

Vantage Finance – Short-term debt

3,000,000 3,250,000 -
Accounts payable and accrued liabilities 13,243,918 10,814,399 7,975,252
Long-Term Liabilities
Subordinated note payable 664,258 770,550 865,928

Vantage Finance – Long-term debt

41,643,560 34,667,746 -
Warrant liability on subordinated debt 5,220,137 5,025,204 3,193,325
Members’ Equity 19,200,181 16,831,111 20,058,837
Total Liabilities and Members’ Equity $ 101,569,601 $ 89,248,215 $ 44,438,584

For the nine months For the year For the year For the year
ended ended ended ended
September 30, 2017 December 31, 2016 December 31, 2015 December 31, 2014
(unaudited)
Cash Flow Data:
Net cash provided by (used in) operating activities $ 72,951 $ (161,048 ) $ (2,311,813 ) $ (184,435 )
Net cash provided by (used in) investing activities - 1,780,002 - (5,842 )
Net cash provided by (used in) financing activities $ 5,987,060 $ (2,669,886 ) $ 3,044,783 $ 637,170
Statement of Operations Data:
Revenue $ 70,282,128 $ 99,525,457 $ 129,362,022 $ 199,290,202
Operating costs and expenses
Cost of revenue 61,547,186 86,187,034 117,176,595 191,143,343
Selling, General and Administrative Expenses 4,469,429 9,118,139 3,996,703 3,310,554
Total operating costs and expenses 66,016,615 95,305,173 121,173,298 194,453,897
Income from operations 4,265,513 4,220,284 8,188,724 4,836,305
Interest expense (2,724,875 ) (3,606,422 ) (2,288,608 ) (450,060 )
Interest / finance income 1,204,137 1,701,814 708,841 325,068
Unrealized gain (loss) on change in fair value of warrant (194,933 ) (1,831,879 ) 846,812 -
Net Income $ 2,559,074 $ 490,133 $ 7,456,028 $ 4,711,600

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this proxy statement. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for us to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

the benefits of the Business Combination;
the future financial performance of the Company following the Business Combination;
changes in the market for BAE services;
expansion plans and opportunities; and
other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement;
the outcome of any legal proceedings that may be instituted against BAE or Jensyn following announcement of the proposed Business Combination and transactions contemplated thereby;
the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to obtain approval of the stockholders of Jensyn, or other conditions to closing in the Purchase Agreement;
the inability to obtain or maintain the listing of the Company’s Common Stock on Nasdaq Capital Market following the Business Combination;
the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;
the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability to integrate the BAE and Jensyn businesses, and the ability of the combined business to grow and manage growth profitably;
costs related to the Business Combination;
changes in applicable laws or regulations;
the possibility that BAE or Jensyn may be adversely affected by other economic, business, and/or competitive factors; and
other risks and uncertainties indicated in this proxy statement, including those under “Risk Factors.”

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RISK FACTORS

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

Risk Factors Relating to BAE’s Business

BAE is affected by developments in the industries in which its customers operate.

BAE derives its revenues largely from customers in the energy sector who provide retail energy services, including the distribution of natural gas and electricity to their end consumers. Factors affecting this industry in general, or any of its customers in particular, could adversely affect BAE’s business since its revenue growth largely depends on the continued growth of its customers’ businesses in the energy space. These factors include:

its customers’ financial results, which are largely dependent on external factors that are outside of their control, including:

- weather conditions;

- seasonality;

- demand for energy commodities and general economic conditions;

- disruption of natural gas or electricity transmission or transportation infrastructure or other constraints or inefficiencies;

- reduction or unavailability of generating capacity, including temporary outages, mothballing or retirements;

- the level of prices and availability of natural gas and competing energy sources, including the impact of changes in environmental regulations impacting suppliers;

- the creditworthiness or bankruptcy or other financial distress of market participants;

- changes in market liquidity;

- natural disasters, wars, embargoes, acts of terrorism and other catastrophic events;

- federal, state, foreign and other governmental regulation and legislation;

- increased regulations relating to the natural gas and electricity retail sales industry at the federal, state and local levels;

- demand side management, conservation, alternative or renewable energy sources; and

- changes in pricing methods in the wholesale energy markets.

loss of market share for BAE’s customers, which may lead its customers to reduce or discontinue utilizing BAE’s services;
economic conditions in the markets in which BAE’s customers operate, including recessionary periods.

BAE expects that future revenue growth will continue to depend on the success of its customers. If economic conditions and demand for its customers’ services deteriorate, BAE may experience a material adverse effect on its business, operating results and financial condition.

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Some of BAE’s business segments are cyclical. A downturn or weakness in overall economic activity can reduce BAE’s revenues .

Historically, the demand for services that BAE provides have been subject to cyclical variations caused by changes in general economic conditions. During recessionary periods or in other periods of lower demand (e.g. seasonal variations), BAE’s revenues decline due to reduced demand for its services. In addition, the strength of the economy generally may affect the rates of expansion, consolidation, renovation and overall consumption for the customers of BAE’s clients.

BAE competes with other providers in certain of its segments and competition from these providers may affect the profitability of BAE’s business.

BAE competes with numerous companies that offer services similar to the services offered by divisions of BAE. Many of BAE’s competitors have international operations and significant financial resources and some have substantially greater research and marketing resources than BAE. These competitors may, among others:

respond more quickly to new or emerging technologies;
have greater name recognition, critical mass or geographic market presence;
be better able to take advantage of acquisition opportunities;
adapt more quickly to changes in customer requirements;
devote greater resources to the development, promotion and sale of their services;
consolidate with other competitors in the industry which may create increased pricing and competitive pressures on BAE’s business; and
be better able to utilize excess capacity which may reduce the cost of their services.

Competitors with lower cost structures may have a competitive advantage when bidding for business with BAE’s customers. BAE also expects its competitors to continue to improve the performance of their current services, to reduce prices of their existing services and to introduce new services that may offer greater performance and improved pricing. Additionally, BAE may face competition from new entrants to the industry in which BAE operates. Any of these developments could cause a decline in sales and average selling prices, loss of market share of BAE’s services or profit margin compression.

BAE plans to market its software product, EnerMark Solutions, to directly compete with other product offerings in the deregulated energy market. BAE’s success in marketing EnerMark Solutions will depend on how well it performs compared to existing products in the marketplace.

BAE may not be able to manage the expansion of its operations effectively in order to achieve projected levels of growth.

BAE’s business plan calls for further expansion over the next several years. BAE anticipates that further development of its infrastructure and an increase in the number of its employees will be required to achieve BAE’s planned broadening of its service offerings and client base, improvements in its equipment and materials used in its equipment, and its planned growth. In particular, BAE must increase its marketing and services staff to support new marketing and service activities and to meet the needs of both new and existing customers. BAE’s future success will depend in part upon the ability of its management to manage its growth effectively. If BAE’s management is unsuccessful in meeting these challenges, it may not be able to achieve its anticipated level of growth which would adversely affect BAE results of operations.

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BAE may not be able to maintain its expertise.

The markets for BAE’s services are characterized by changing technology. The continued success of BAE’s business will depend upon its ability to:

hire, retain and expand its pool of qualified information technology personnel;
maintain technological leadership in its industry; and
successfully anticipate or respond to changes in cost to serve in a cost-effective and timely manner.

BAE cannot be certain that it will develop the capabilities required by its customers in the future. The emergence of new technologies, industry standards or customer requirements may render BAE’s technologies or processes obsolete or uncompetitive. BAE may have to acquire new technologies and equipment to remain competitive. The acquisition and implementation of new technologies and equipment may require BAE to incur significant expense and capital investment, which could reduce its margins and affect its operating results. When BAE establishes or acquires new facilities, it may not be able to maintain or develop its expertise due to a lack of trained personnel, effective training of new staff or other technical difficulties. Failure to anticipate and adapt to customers’ changing technological needs and requirements or to hire and retain a sufficient number of qualified personnel to maintain expertise may have a material adverse effect on BAE’s business.

BAE may encounter difficulties in completing or integrating acquisitions, which could adversely affect its operating results.

BAE expects to expand its presence in new end markets, expand its capabilities and acquire new customers, some of which may occur through acquisitions. These transactions may involve acquisitions of entire companies, portions of companies, the entry into joint ventures and acquisitions of businesses or selected assets. Potential challenges related to BAE’s acquisitions and joint ventures include:

paying an excessive price for acquisitions and incurring higher than expected acquisition costs;
difficulty in integrating acquired operations, systems, assets and businesses;
difficulty in implementing financial and management controls, reporting systems and procedures;
difficulty in maintaining customer, supplier, employee or other favorable business relationships of acquired operations and restructuring or terminating unfavorable relationships;
ensuring sufficient due diligence prior to an acquisition and addressing unforeseen liabilities of acquired businesses;
making acquisitions in new end markets, geographies or technologies where BAE’s knowledge or experience is limited;
failing to realize the benefits from goodwill and intangible assets resulting from acquisitions which may result in write-downs;
failing to achieve anticipated business volumes; and
making acquisitions which force BAE to divest other businesses.

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Any of these factors could prevent BAE from realizing the anticipated benefits of an acquisition, including additional revenue, operational synergies and economies of scale. BAE’s failure to realize the anticipated benefits of acquisitions could adversely affect its business and operating results.

Acquisitions, expansions or infrastructure investments may require BAE to increase its level of indebtedness or issue additional equity.

Should BAE desire to consummate significant additional acquisition opportunities, undertake significant additional expansion activities or make substantial investments in its infrastructure, BAE’s capital needs would increase and it may need to increase available borrowings under its credit facilities or access public or private debt and equity markets. There can be no assurance, however, that BAE will be successful in raising additional debt or equity on terms that it would consider acceptable.

An increase in the level of indebtedness could, among other things:

make it difficult for BAE to obtain financing in the future for acquisitions, working capital, capital expenditures, debt service requirements or other purposes;
limit BAE’s flexibility in planning for or reacting to changes in its business;

affect BAE’s ability to pay dividends;
make BAE more vulnerable in the event of a downturn in its business; and
affect certain financial covenants with which BAE must comply in connection with its credit facilities.

Additionally, a further non pro rata equity issuance would dilute your ownership interest.

Regulatory changes may impact BAE’s clients’ ability to grow or maintain their business

The deregulated energy market is subject to oversight by regulators at the federal and state level. Regulators taking positions opposed to deregulation may have a material impact on BAE’s clients being able to maintain or expand these underlying businesses which can negatively impact BAE’s operations.

Security breaches and other disruptions could compromise BAE’s information and expose it to liability, which would cause its business and reputation to suffer.

In the ordinary course of business, BAE collects and stores sensitive data, including its proprietary business information and that of its customers and business partners, as well as personally identifiable information of its customers and employees, in its data centers and on its networks. The secure processing, maintenance and transmission of this information is critical to BAE’s operations and business strategy. Despite BAE’s security measures, its information technology and infrastructure may be vulnerable to malicious attacks or breached due to employee error, malfeasance or other disruptions, including as a result of rollouts of new systems. Any such breach could compromise BAE’s networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings and/or regulatory penalties, disrupt BAE’s operations, damage its reputation, and/or cause a loss of confidence in its services, which could adversely affect its business.

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Failure to successfully complete or integrate joint ventures into BAE’s existing operations could have an adverse impact on its business, financial condition and results of operations.

BAE regularly evaluates its current joint ventures and other potential joint venture opportunities. Potential issues associated with these joint ventures could include, among other things, BAE’s ability to realize the full extent of the benefits or cost savings that it expects to realize as a result of the formation of a joint venture within the anticipated time frame, or at all; receipt of necessary consents, clearances and approvals in connection with a joint venture; and diversion of management’s attention from base strategies and objectives. In BAE’s joint ventures, it shares ownership and management responsibility of a company with one or more parties who may or may not have the same goals, strategies, priorities or resources as BAE does and joint ventures are intended to be operated for the benefit of all co-owners, rather than for BAE’s exclusive benefit. In addition, joint ventures outside of the United States increase exposure to risks associated with operations outside of the United States, including fluctuations in exchange rates and compliance with laws and regulations outside the United States. If a joint venture is not successfully completed or integrated into BAE’s existing operations, financial condition and results of operations could be adversely impacted.

BAE depends on its key executive officers, managers and skilled personnel and may have difficulty retaining and recruiting qualified employees.

BAE’s success depends to a large extent upon the continued services of its executive officers, senior management personnel, managers and other skilled personnel and its ability to recruit and retain skilled personnel to maintain and expand its operations. BAE could be affected by the loss of any of its executive officers who are responsible for formulating and implementing BAE’s business plan and strategy, and who have been instrumental in its growth and development. In addition, in order to manage BAE’s growth, it will need to recruit and retain additional management personnel and other skilled employees. However, competition is high for skilled technical personnel among companies that rely on engineering and technology, and the loss of qualified employees or an inability to attract, retain and motivate additional skilled employees required for the operation and expansion of its business could hinder BAE’s ability to conduct design, engineering and manufacturing activities successfully and develop marketable services. BAE may not be able to attract the skilled personnel it requires or retain those whom it has trained at its own cost. If BAE is not able to do so, its business and its ability to continue to grow could be negatively affected.

Any disruption in BAE’s information systems could disrupt its operations and would be adverse to its business and financial operations.

BAE depends on various information systems to support its customers’ requirements and to successfully manage its business, including managing schedules, forecasting, market intelligence, accounting controls, billing software and payroll. Any inability to successfully manage the procurement, development, implementation or execution of BAE’s information systems and back-up systems, including matters related to system security, reliability, performance and access, as well as any inability of these systems to fulfill their intended purpose within BAE’s business, could have an adverse effect on its business and financial performance. Such disruptions may not be covered by BAE’s business interruption insurance.

Compliance or the failure to comply with regulations and governmental policies could cause BAE to incur significant expense.

BAE is subject to a variety of local and federal laws and regulations including those relating to labor and health and safety concerns. Such laws may require BAE to pay mandated compensation in the event of workplace accidents and penalties in the event of incorrect payments of duties or customs. Additionally, BAE may need to obtain and maintain licenses and permits to conduct business in various jurisdictions. If BAE or the businesses or companies it acquires have failed or fail in the future to comply with such laws and regulations, then BAE could incur liabilities and fines and its operations could be suspended. Such laws and regulations could also restrict BAE’s ability to modify or expand its facilities, could require it to acquire costly equipment, or could impose other significant expenditures.

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BAE’s income tax returns are subject to review by taxing authorities, and the final determination of its tax liability with respect to tax audits and any related litigation could adversely affect its financial results.

Although BAE believes that its tax estimates are reasonable and that it prepares its tax filings in accordance with all applicable tax laws, the final determination with respect to any tax audits, and any related litigation, could be materially different from BAE’s estimates or from its historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments. BAE is undergoing tax audits in various jurisdictions and it regularly assesses the likelihood of an adverse outcome resulting from such examinations to determine the adequacy of its tax reserves.

Failure of BAE’s customers to pay the amounts owed to it in a timely manner may adversely affect its financial condition and operating results.

If any of BAE’s significant customers have insufficient liquidity, BAE could encounter significant delays or defaults in payments owed to it by such customers, and BAE may need to extend its payment terms or restructure the receivables owed to it, which could have a significant adverse effect on its financial condition. Any deterioration in the financial condition of BAE’s customers will increase the risk of uncollectible receivables. BAE economic uncertainty could also affect BAE’s customers’ ability to pay its receivables in a timely manner or at all or result in customers going into bankruptcy or reorganization proceedings, which could also affect BAE’s ability to collect its receivables.

Failure to remain in compliance with covenants under BAE’s loan agreements, service its indebtedness, or fund its other liquidity needs could adversely impact BAE’s business.

BAE’s loan agreements contain certain financial covenants. BAE’s failure to comply with any of these covenants, or to pay principal, interest or other amounts when due thereunder, would constitute an event of default under the applicable loan agreement. Default under a loan agreement could result in (1) BAE no longer being entitled to borrow under the agreement; (2) termination of the agreement; (3) acceleration of the maturity of outstanding indebtedness under the agreement; and/or (4) foreclosure on any collateral securing the obligations under the agreement. If BAE is unable to service its debt obligations or fund its other liquidity needs, BAE could be forced to curtail its operations, reorganize its capital structure (including through bankruptcy proceedings) or liquidate some or all of its assets in a manner that could cause holders of its securities to experience a partial or total loss of their investment. BAE was not in compliance with certain of these covenants as of December 31, 2015 and 2016, including its failure to maintain a specified level of tangible net worth, and obtained waivers from its lenders. No assurance can be given if BAE’s lenders will waive future non-compliance.

BAE’s loan agreements contain restrictive covenants that may impair its ability to conduct its business and consummate the Business Combination.

BAE’s loan agreements with its secured lenders contain operating covenants and financial covenants that may in each case limit its management’s discretion with respect to certain business matters. Among other things, these covenants restrict BAE’s and its subsidiaries’ ability to incur additional debt, change the nature of its business, make capital expenditures, sell or otherwise dispose of assets, make acquisitions, and merge or consolidate with other entities. As a result of these covenants and restrictions, BAE will be limited in how it conducts its business after the closing of the Business Combination and it may be unable to raise additional debt or other financing to compete effectively or to take advantage of new business opportunities. The loan agreement covenants prohibit the Business Combination unless the consent of the lenders is obtained and the closing of the Business Combination is conditioned upon the receipt of such consents. The terms of any future indebtedness BAE may incur could include more restrictive covenants. Failure to comply with such restrictive covenants may lead to default and acceleration under the loan agreement and may impair BAE’s ability to conduct business. BAE may not be able to maintain compliance with these covenants in the future and, if it fails to do so, it may not be able to obtain waivers from its lenders and/or amend the covenants, which may adversely affect its financial condition. See “BAE’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness” for a description of BAE’s loan agreements.

An adverse change in the interest rates for BAE’s borrowings could adversely affect its financial condition.

Following the Business Combination, BAE will pay interest on outstanding borrowings under its credit facilities at interest rates that fluctuate based upon changes in certain short term prevailing interest rates. An adverse change in these rates could have a material adverse effect on BAE’s financial position, results of operations and cash flows and its ability to borrow money in the future. At times, BAE will enter into interest rate swaps to hedge some of this risk. If the duration of interest rate swaps exceeds one month, BAE will have to mark-to-market the value of such swaps which could cause BAE to recognize losses in its accounts.

The loss of BAE’s key personnel could negatively impact the operations and profitability of the post-combination company.

The role of BAE’s key personnel upon the consummation of the Business Combination cannot be ascertained at this time. Although Jensyn contemplates that key personnel of BAE will remain associated with the post-combination company following the Business Combination, it is possible that members of BAE’s key personnel will not wish to remain in place. The loss of BAE’s key personnel could negatively impact the operations and profitability of the post-combination company.

Risk Factors Relating to Jensyn and the Business Combination

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

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

We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002 that will be applicable to us after the Business Combination.

BAE is not currently subject to Section 404 of the Sarbanes-Oxley Act of 2002. However, following the Business Combination, the combined company will be required to provide management’s attestation on internal controls commencing with the Company’s annual report for the year ending December 31, 2017. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act of 2002 are significantly more stringent than those required of BAE as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to the Company after the Business Combination. If we are not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our Common Stock.

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

Our securities are currently listed on Nasdaq. We have been notified by Nasdaq that Jensyn is not in compliance with the Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires Jensyn to have at least 300 public holders for continued listing on the Nasdaq. On December 4, 2017, we submitted to Nasdaq a plan to regain compliance with Listing Rule 5550(a)(3) and on December 8, 2017, we received a letter from Nasdaq granting us continued listing subject to the condition that we provide evidence by April 18, 2018 that we have at least 200 public holders of our Common Stock and the post-Business Combination company demonstrate compliance with all initial listing standards. We cannot assure you that our securities will continue to be listed on Nasdaq in the future or after the Business Combination. We intend to apply to continue to list our Common Stock on Nasdaq under the symbol “VEFD” upon the closing of the Business Combination. In order to continue listing our securities on Nasdaq, we must maintain certain financial, distribution and stock price levels. We must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). We cannot assure you that we will be able to continue to meet these listing requirements.

Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although we have conducted due diligence on BAE, we cannot assure you that this diligence revealed all material issues that may be present in BAE’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our and BAE’s control will not later arise. As a result, we may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the combined company or its securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

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

Unlike many other blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our initial stockholders and their transferees have agreed to vote any shares of Jensyn Common Stock owned by them in favor of our initial business combination. As of the date hereof, our initial stockholders and their transferees own shares equal to 18.9% of our issued and outstanding shares of Common Stock (which does not include private placement shares). Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination than would be the case if our initial stockholders and their transferees agreed to vote any shares of Jensyn Common Stock owned by them in accordance with the majority of the votes cast by our public stockholders.

We will incur significant transaction and transition costs in connection with the Business Combination.

We expect to incur significant, non-recurring costs in connection with consummating the Business Combination and BAE operating as a public company. All expenses incurred in connection with the Purchase Agreement and the transactions contemplated thereby (including the Business Combination), including all legal, accounting, investment banking and other fees, expenses and costs, will be paid by the party incurring such fees, expenses and costs.

Jensyn’s transaction expenses as a result of the Business Combination are currently estimated at approximately $1,145,000, which is comprised of (i) a $780,000 deferred underwriting commissions to the underwriters of our IPO, (ii) an estimated $200,000 in professional fees and expenses, (iii) $50,000 payable to Spartan Capital in consideration of the issuance of its fairness opinion; (iv) approximately $50,000 relating to other fees and expenses incurred relating to the Business Combination and (v) approximately $65,000 in fees and expenses associated with the exploration of potential business combinations not related to the Business Combination. This amount includes the expenses incurred in connection with the filing, printing and mailing of this proxy statement and the solicitation of the approval of our stockholders, and all filing and other fees paid to the SEC, which is estimated at approximately $36,000.

Pursuant to the Purchase Agreement, in addition to the amounts described above, if the Business Combination is successfully consummated, Jensyn will be obligated to pay all expenses incurred by BAE and its Existing Members in accordance with the terms of the Purchase Agreement out of the capital contribution ultimately made by Jensyn to BAE, which are currently estimated to be approximately $900,000, including fees for legal, accounting, tax and valuation services.

The unaudited pro forma financial information included in this document may not be indicative of what our actual financial position or results of operations would have been.

The unaudited pro forma financial information in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

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

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

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

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

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

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

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

the fact that our initial stockholders paid an aggregate of $25,029 for their founder shares, and such shares should have a significantly higher value at the time of the Business Combination;
if Jensyn is unable to complete a business combination within the required time period, our officers and directors will not have redemption rights with respect to the founder shares that they own;
if Jensyn is unable to complete a business combination within the required time period, our initial stockholder will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Jensyn for services rendered or contracted for or products sold to Jensyn, but only if such a vendor or target business has not executed such a waiver;
the fact that upon consummation of the Business Combination, our initial stockholders will be repaid approximately $2,000,000 of loans that they made to us and Jensyn Integration Services, LLC, a company controlled by certain of our initial stockholders, will be paid an administrative fee of up to $240,000.
the continued indemnification of current directors and officers of the Company and the continuation of directors’ and officers’ liability insurance after the Business Combination.

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

Our ability to successfully effect the Business Combination and successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel, including the key personnel of BAE, all of whom we expect to stay with BAE following the Business Combination. The loss of such key personnel could negatively impact the operations and profitability of the post-combination business.

Our ability to successfully effect the Business Combination and successfully operate the business is dependent upon the efforts of certain key personnel, including the key personnel of BAE. Although we expect all of such key personnel to remain with BAE following the Business Combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business. Furthermore, while we have scrutinized individuals we intend to engage to stay with BAE following the Business Combination, our assessment of these individuals may not prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

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

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

Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an “emerging growth company.”

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, and generally requires in the same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. Following the Business Combination, the combined company will be required to provide management’s attestation on internal controls effective December 31, 2017 . However, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an “emerging growth company.” We could be an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of our IPO, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of the Company’s securities prior to the closing of the Business Combination may decline. The market values of our securities at the time of the Business Combination may vary significantly from their prices on the date the Purchase Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the Business Combination.

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

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

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
changes in the market’s expectations about our operating results;
success of competitors;
our operating results failing to meet the expectation of securities analysts or investors in a particular period;

changes in financial estimates and recommendations by securities analysts concerning the Company or the consumer goods and services market in general;
operating and stock price performance of other companies that investors deem comparable to the Company;
our ability to market new and enhanced products on a timely basis;
changes in laws and regulations affecting our business;
commencement of, or involvement in, litigation involving the Company;
changes in the Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

the volume of shares of our Common Stock available for public sale;
any major change in our board or management;
sales of substantial amounts of Common Stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and
general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

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

Following the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about the Company, its business, or its market, or if they change their recommendations regarding our Common Stock adversely, the price and trading volume of our Common Stock could decline.

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

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

We have not registered the public shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis under certain circumstances specified in the warrant agreement. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In no event will we be required to issue cash, securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Common Stock included in the units.

The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, including the Business Combination, and the future exercise of such rights may adversely affect the market price of our Common Stock.

Pursuant to the registration rights agreement entered into concurrently with the closing of our IPO, our initial stockholders and their permitted transferees can demand that we register the founder shares, private placement units, private placement shares and private placement warrants, and the shares of Common Stock issuable upon exercise of the private placement warrants, as the case may be. The registration rights will be exercisable with respect to the founder shares, the private placement units, private placement shares and the private placement warrants and the shares of Common Stock issuable upon exercise of such placement warrants, as the case may be, at any time after the Company consummates the Business Combination and such holders are no longer subject to applicable lock-up periods, as further described under “Description of Securities—Authorized and Outstanding Stock—Founder Shares and Private Placement Shares.” We will bear the cost of registering these securities. If such persons exercise their registration rights in full, there will be an additional 1,269,500 shares of Common Stock and up to 147,250 shares of Common Stock issuable on exercise of the private placement warrants eligible for trading in the public market. Jensyn and the Existing Members have also entered into a registration rights agreement that provides for the registration of our Common Stock, if issued to the Existing Members in exchange for their Units in BAE.

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

Outstanding warrants to purchase an aggregate of 4,194,500 shares of our Common Stock will become exercisable for a like number of shares of our Common Stock in accordance with the terms of the warrant agreement governing those securities. These warrants consist of 3,900,000 warrants originally sold as part of units in our IPO and 294,500 private warrants sold as part of the units issued in a private placement simultaneously with the consummation of the Company’s IPO. Each warrant entitles its holder to purchase one-half of one share of Jensyn’s Common Stock at an exercise price of $11.50 per full share. The warrants will become exercisable on the later of 30 days after the completion of Jensyn’s initial business combination or 12 months from the consummation of Jensyn’s IPO, and expire at 5:00 p.m., New York time, five years after the completion of Jensyn’s initial business combination or earlier upon redemption or liquidation. To the extent such warrants are exercised, additional shares of our Common Stock will be issued, which will result in dilution to the then existing holders of Common Stock of the Company and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Common Stock.

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Our public stockholders may experience dilution as a consequence of, among other transactions, the exchange by the Existing Members of their Units in BAE for Jensyn Common Stock after the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of the Company.

It is anticipated that, upon completion of the Business Combination, Jensyn’s public stockholders will retain an ownership interest of approximately 76.8% in the Company, our private placement holders and their transferees will retain an ownership interest of approximately 5.8% in the Company, and our initial stockholders and their transferees will retain an ownership interest of approximately 17.4% in the Company. If any of Jensyn’s stockholders exercise their conversion rights, the ownership interest in the Company of the Company’s public stockholders will decrease and the ownership interest in the Company of our private placement holders will increase. Upon the closing of the business combination, BAE will issue 4,400,000 Units of membership interests to its existing members and 3,621,317 Units of membership interest to Jensyn, subject to adjustment as set forth in the Purchase Agreement. Under the terms of the Amended and Restated Operating Agreement of BAE that Jensyn and the Existing Members will enter into upon the closing of the Business Combination, the Existing Members will have the right to exchange their Units in BAE for shares of Jensyn Common Stock on a one-for-one basis; provided, however, that the one-for-one exchange ratio will be subject to adjustment if the total number of shares of Jensyn Common Stock issuable to the Existing Members in exchange for their BAE Units at the time of the closing of the Business Combination and after giving effect to the exercise of the conversion rights of Jensyn’s public stockholders would represent less than 51% of the outstanding shares of Jensyn’s Common Stock after giving effect to such exchange. In such event, the exchange ratio will be adjusted so that the number of shares of Jensyn Common Stock issuable to the Existing Members upon the exchange of all of their BAE Units will represent 51% of the total number of shares of Jensyn Common Stock outstanding after giving effect to such issuance (as determined as of the time of the closing of the Business Combination). The ownership percentage with respect to the Company following the Business Combination does not take into account warrants to purchase the Company Common Stock that may remain outstanding following the Business Combination or the exchange of Units in BAE held by the Existing Members for the Company’s Common Stock. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company’s existing stockholders in the Company will be different.

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

We will have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration at a price of $0.01 per warrant, provided that (i) the last reported sale price of our Common Stock equals or exceeds $15.00 per share for any 20 trading days within the 30 trading-day period ending on the third business day before we send the notice of such redemption and (ii) on the date we give notice of redemption and during the entire period thereafter until the time the warrants are redeemed, there is an effective registration statement under the Securities Act covering the shares of our Common Stock issuable upon exercise of the public warrants and a current prospectus relating to them is available. Redemption of the outstanding public warrants could force holders of public warrants:

to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so;
to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants; or
to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants.

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

The Company’s certificate of incorporation and bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors. These provisions include:

A classified board of directors with three-year staggered terms, which may delay the ability of stockholders to the change the membership of a majority of our board of directors;
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
the requirement that an annual meeting of stockholders may be called only by the chairman of the board of directors, the chief executive officer, or the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

limiting the liability of, and providing indemnification to, our directors and officers;
controlling the procedures for the conduct and scheduling of stockholder meetings;
providing that directors may be removed prior to the expiration of their terms by stockholders only for cause; and
advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.

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These provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our board of directors and management .

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

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

Our directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of our directors, officers, advisors or their affiliates will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of our directors, officers, advisors or their affiliates currently anticipate paying any premium purchase price for such public shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by our directors, officers, advisors or their affiliates, or the price such parties may pay.

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

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

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

We are subject to laws and regulations enacted by national, regional and local governments, including non-U.S. governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations.

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The independent registered public accounting firm for each of Jensyn and BAE has identified certain control deficiencies that constitute material weaknesses in internal control over financial reporting of each entity.

In connection with its audit of Jensyn’s financial statements for the year ended December 31, 2016, Jensyn’s independent registered public accounting firm identified that Jensyn had not accrued a material liability. The error resulted from an inadequate control procedure and a lack of supervisory review over the closing process. This control deficiency constitutes a material weakness in internal control over financial reporting. As a result, Jensyn’s principal executive officer and principal financial and accounting officer have concluded that during the year ended December 31, 2016, Jensyn’s disclosure controls and procedures were not effective. Jensyn plans to take steps to remedy this material weakness in conjunction with the business combination that will provide additional resources.

In connection with its audit of BAE’s financial statements for the years ended December 31, 2016, 2015 and 2014, BAE’s independent registered public accounting firm identified that BAE had material weaknesses in the following areas:

BAE does not have the resources to properly account for non-routine and complex accounting matters.
BAE lacks effective separation of duties, which includes monitoring controls.
The financial statement closing process did not identify all the journal entries that needed to be recorded and an effective review of the consolidated financial statements was not performed by BAE.
There is a lack of documented policies and procedures at BAE.

These control deficiencies constitute material weaknesses in internal control over financial reporting. BAE plans to take steps to remedy these material weaknesses in conjunction with the Business Combination that will provide additional resources.

Risk Factors Relating to Conversion

Unlike many blank check companies, we do not have a specified maximum percentage redemption threshold. The absence of such a redemption threshold would make it easier for us to consummate a business combination with which a substantial number of our stockholders do not agree.

Since we have no specified percentage threshold for redemption in our amended and restated certificate of incorporation other than the 20% threshold, our structure is different in this respect from the structure that has been used by many blank check companies. Many blank check companies would not be able to consummate a business combination if the holders of the company’s public shares voted against a proposed business combination and elected to redeem or convert more than a specified percentage of the shares sold in such company’s initial public offering, which percentage threshold has typically been between 19.99% and 39.99%. Each conversion of our public shares into cash by our public stockholders will decrease the amount in our trust account, which holds approximately $41,019,192 as of December 15, 2017, and reduce the amount of our capital contribution to BAE.

However, we are limited by the need to have at least $5,000,001 in net tangible assets. This condition effectively requires that holders of no more than 2,862,600 shares as of December 20, 2017 convert their public shares. Accordingly, holders of no more than 2,862,600 of the 3,900,000 public shares outstanding as of December 20, 2017 may convert their shares in connection with the Business Combination. As a result, we may be able to consummate the Business Combination even though holders of a majority of our public shares have chosen to redeem their shares.

In addition, it is a condition to BAE’s obligation to close the Purchase Agreement that our capital contribution to BAE be at least $15,000,000. As a result, if after taking into account stockholder conversions and the amount required to satisfy our pre-closing obligations there is less than $15,000,000 in the Trust Account, we will not be able to complete the Business Combination unless BAE waives this condition. We estimate that we will not be able to satisfy this condition if holders of 2,092,635 shares of our outstanding Common Stock exercise conversion rights.

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of 20.0% or more of our Common Stock issued in the IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 20.0% of our Common Stock issued in the IPO.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding public shares. We refer to such shares aggregating 20% or more of the shares sold in the offering as “Excess Shares”. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, the Company will require each public stockholder seeking to exercise redemption rights to certify to the Company whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to the Company at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which the Company makes the above-referenced determination. Your inability to redeem any Excess Shares will reduce your influence over our ability to consummate the Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we consummate the Business Combination. And as a result, you will continue to hold that number of shares aggregating to 20.0% or more of the shares sold in our IPO and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss. Notwithstanding the foregoing, stockholders may challenge the Company’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

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There is no guarantee that a stockholder’s decision whether to convert their shares for a pro rata portion of the trust account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of Jensyn might realize in the future had the stockholder exercised their conversion rights. Similarly, if a stockholder does not convert their shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the conversion price set forth in this proxy statement. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If our stockholders fail to comply with the conversion requirements specified in this proxy statement, they will not be entitled to convert their shares of our Common Stock for a pro rata portion of the funds held in our trust account.

Holders of public shares are required to affirmatively vote either for or against the Business Combination Proposal in order to exercise their rights to convert their shares for a pro rata portion of the trust account. In addition, in order to exercise their conversion rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. Stockholders electing to convert their shares will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. See the section entitled “Special Meeting in Lieu of 2018 Annual Meeting of Jensyn Stockholders—Conversion Rights” for additional information on how to exercise your conversion rights.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet as of September 30, 2017 and the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2017 are based on the historical financial statements of BAE and Jensyn after giving effect to the Business Combination. The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016 was based on the historical financial statements of BAE and Jensyn after giving effect to the Business Combination. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2017 was derived from BAE’s unaudited condensed consolidated statement of operations and JAC’s unaudited condensed statement of operations, in each case, for the nine months ended September 30, 2017 and gives pro forma effect to the Business Combination as if it has been completed on January 1, 2017. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016 was derived from BAE’s audited consolidated statement of operations and JAC’s audited statement of operations, in each case, for the year ended December 31, 2016 and gives pro forma effect to the Business Combination as if it has been completed on January 1, 2016. The unaudited pro forma condensed combined balance sheet as of September 30, 2017 was derived from BAE’s unaudited condensed consolidated balance sheet and JAC’s unaudited condensed balance sheet as of September 30, 2017 and gives pro forma effect to the Business Combination as if it had been completed on September 30, 2017.

The pro forma adjustments are based on information currently available. The unaudited pro forma condensed combined statement of operations does not purport to represent, and is not necessarily indicative of, what the actual results of operations of the combined company would have been had the Business Combination taken place on the dates indicated, nor is it indicative of the consolidated results of operations of the combined company for any future period. The unaudited pro forma condensed combined balance sheet does not purport to represent, and is not necessarily indicative of, what the actual financial condition of the combined company would have been had the Business Combination taken place on the date indicated, nor is it indicative of the consolidated financial condition of the combined company as of any future date. The unaudited pro forma condensed combined financial information should be read in conjunction with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of JAC” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of BAE” and the historical financial statements and notes thereto of Jensyn and BAE included herein.

BAE is considered to be the acquirer for accounting purposes because Jensyn is a non-operating public shell company; BAE is a private operating company; all operations of the combined entity will be BAE’s operations and will be managed and executed by BAE’s officers and employees; and the principals of BAE will become majority owners of the equity capital of the combined entity. In addition, the combined entity will begin its existence with all seven directors being associated with BAE. Given the foregoing, the Business Combination is a capital transaction in substance and does not constitute the acquisition of a business for purposes of Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, “Business Combinations,” or ASC 805. As a result, the assets and liabilities of BAE and Jensyn will be carried at historical cost and there will be no step-up in basis or goodwill or other intangible assets recorded as a result of the Business Combination. All direct costs of the Business Combination will be accounted for as a charge to additional paid-in capital.

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination. It has been prepared for informational purposes only and is subject to a number of uncertainties and assumptions. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the Business Combination, (2) factually supportable and (3) with respect to the statement of operations, expected to have a continuing impact on the results of the combined company.

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The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemptions of Jensyn Common Stock:

Assuming No Conversion : This presentation assumes that no Jensyn stockholders exercise conversion rights with respect to their public shares for a pro rata portion of the trust account; and
Assuming Maximum Conversion : This presentation assumes that the maximum number of Jensyn stockholders exercise their conversion rights such that the Trust Account, after giving effect to the Jensyn Obligations and the cash amounts necessary for the share redemptions, has a minimum cash balance in the Trust of $15,000,000, and that Jensyn must retain at least $5,000,001 of net tangible book value.

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Vantage Energy Fund

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2017

BAE Energy
Management,
LLC
Jensyn
Acquisition
Corp.
Pro Forma Combined Pro
Forma
(assuming no
Additional
Pro Forma
Adjustments
(assuming
maximum
Combined Pro
Forma
(assuming
maximum
Historical Historical Adjustments redemption) redemption) redemption)
ASSETS
Current Assets
Cash $ 7,190,694 $ 23,850 $ 40,965,533 B $ 40,983,657 $ (21,980,998 ) K $ 19,002,659
(780,000 ) E
29,000 G
(1,445,420 ) H
(5,000,000 ) P
Accounts receivable 29,335,353 29,335,353 29,335,353
Notes receivable from customers 1,468,028 1,468,028 1,468,028
Vantage Financial receivables 566,930 566,930 566,930
Supplier deposits 2,825,422 2,825,422 2,825,422
Vantage Financial-advances to clients 31,245,257 31,245,257 31,245,257
Derivative contracts 98,568 98,568 98,568
Prepaid insurance and other 2,112,843 29,991 2,142,834 - 2,142,834
Total Current Assets 74,843,095 53,841 33,769,113 108,666,049 (21,980,998 ) 86,685,051