E-Compass ECAC, U, R

ECACU 1 com 1 right - No warrant.

$10.40 in trust.

Prospectus 10/18/16

https://www.sec.gov/Archives/edgar/data/1625042/000121390016017615/fs42016a1_ifreshinc.htm

As of March 31, 2016, there was approximately $40,851,104 in E-compass’s trust account, of which E-compass plans to withdraw the $51,104 interest to pay operating expenses before the shareholder meeting, or approximately $10.40 per outstanding ordinary share issued in E-compass’s initial public offering for the public shareholders except for the lead investor in the initial public offering, which purchased 2,000,000 units and agreed to waive $0.40 per ordinary shares in the event it seeks to convert such shares into cash held in the trust account. Our lead investor also agreed to hold 1,000,000 of the shares it purchased in our initial public offering through the consummation of our initial business combination, to vote in favor of the proposed business combination and not seek redemption in connection therewith. As a result, we do not expect there to be more than 3,000,000 shares that exercise redemption rights.

We will enter into an agreement with our lead investor to repurchase 500,000 of such non-redeemable shares promptly after the closing of our business combination at a purchase price of $10.00 per share.

As of [•], 2016, there were 5,310,000 E-compass ordinary shares issued and outstanding and entitled to vote.