As filed with the Securities and Exchange Commission on June 29, 2012

File No: 333-

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



 

Form S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

TILE SHOP HOLDINGS, INC.



 

   
Delaware   5713   45-5538095
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

14000 Carlson Parkway
Plymouth, Minnesota 55441
(763) 852-2901

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)



 

Robert A. Rucker
Chief Executive Officer
14000 Carlson Parkway
Plymouth, Minnesota 55441
(763) 852-2901

(Name, address, including zip code, and telephone number,
including area code, of agent for service)



 

Please send copies of all communications to:

 
Susan E. Pravda, Esq.
Paul D. Broude, Esq.
Gabor Garai, Esq.
Foley & Lardner LLP
111 Huntington Avenue
Boston, Massachusetts 02199
(617) 342-4000
  Bernard S. Kramer, Esq.
Joel L. Rubinstein, Esq.
McDermott Will & Emery LLP
340 Madison Avenue
New York, New York 10173
(212) 547-5400


 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Contribution and Merger Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
o Large accelerated filer   o Accelerated filer
x Non-accelerated filer (Do not check if a smaller reporting company)   o Smaller reporting company

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

     
o   Exchange Act Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
  o   Exchange Act Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)
 

 


 
 

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CALCULATION OF REGISTRATION FEE

       
Title of Each Class of Securities to be Registered   Amount to be Registered   Proposed Maximum Offering Price Per Share(3)   Proposed Maximum Aggregate Offering Price(3)   Amount of Registration Fee(4)
Shares of common stock, par value $0.0001
per share(1)
    12,500,000     $ 9.92     $ 124,000,000     $ 14,210.40  
Shares of common stock underlying warrants(2)     12,500,000     $ 11.50     $ 143,750,000     $ 16,473.75  
Total               $ 267,750,000     $ 30,684.15  

(1) Represents shares that may be issued pursuant to the merger of Tile Shop Merger Sub, Inc. with and into JWC Acquisition Corp. (“JWCAC”).
(2) Represents shares issuable upon exercise of public warrants issued in connection with JWCAC’s initial public offering.
(3) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended, calculated based on the average of the bid and ask price for the shares of JWCAC on the OTC Bulletin Board on June 25, 2012, which was $9.92.
(4) Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001146.


 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.


 
 

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The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 29, 2012

JWC Acquisition Corp.
Bay Colony Corporate Center — North Entrance
1000 Winter Street — Suite 4300
Waltham, Massachusetts 02451

Dear JWC Acquisition Corp. Stockholders:

You are cordially invited to attend a special meeting of the stockholders of JWC Acquisition Corp., which we refer to as “JWCAC,” at 10:00 a.m., Eastern time on August   , 2012, at the offices of McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York.

At the special meeting, JWCAC stockholders will be asked to consider and vote upon a proposal to adopt a contribution and merger agreement providing for the business combination of JWCAC and The Tile Shop, LLC, which we refer to as “The Tile Shop,” under a new holding company named Tile Shop Holdings, Inc., which we refer to as “TS Holdings,” and approve the transactions contemplated thereby, which we refer to as the “Business Combination.” We refer to this proposal as the “Business Combination Proposal.” Pursuant to the contribution and merger agreement, (i) all of the membership interests in The Tile Shop will be contributed to TS Holdings in exchange for cash, common stock of TS Holdings, and promissory notes of TS Holdings, and (ii) a merger subsidiary of TS Holdings will merge with and into JWCAC, as a result of which all of the issued and outstanding shares of JWCAC common stock will be exchanged for an equal number of shares of common stock of TS Holdings and all of the outstanding warrants to purchase JWCAC common stock will be exercisable for an equal number of shares of TS Holdings common stock on the existing terms and conditions of such warrants. It is anticipated that former JWCAC’s stockholders, on the one hand, and the former owners of The Tile Shop, on the other hand, will hold approximately 33% and 67%, respectively, of the shares of common stock of TS Holdings issued and outstanding immediately after the consummation of the Business Combination, assuming that no JWCAC public stockholders exercise their redemption or appraisal rights.

JWCAC stockholders also will be asked to consider and vote upon a proposal, which is contingent on approval of the Business Combination Proposal, to approve an amendment to JWCAC’s amended and restated certificate of incorporation to change the date on which it must have consummated a business combination or else cease operations and redeem the shares of common stock issued in its initial public offering, which we refer to as its “public shares,” from August 23, 2012, to August 30, 2012, in order to provide additional time to close the Business Combination.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus.

TS Holdings intends to list its common stock on The Nasdaq Stock Market under the symbol “TTS” upon the closing of the business combination.

Pursuant to JWCAC’s amended and restated certificate of incorporation, JWCAC is providing holders of its public shares, who we refer to as its “public stockholders,” with the opportunity to redeem their shares of JWCAC common stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of JWCAC’s initial public offering 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. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder of JWCAC, 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 his, her or its shares with respect to more than an aggregate of 10% of the public shares. There will be no redemption rights upon the consummation of the Business Combination with respect to outstanding JWCAC warrants. The holders of JWCAC shares issued prior to its initial public offering, which we refer to as “founder shares,” have agreed to waive their redemption rights with respect to their founder shares and any other shares 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.

JWCAC is providing this proxy statement/prospectus and accompanying proxy card to its 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. This proxy statement/prospectus also constitutes a prospectus of TS Holdings for the shares of TS Holdings common stock to be issued to the stockholders of JWCAC pursuant to the terms of the Business Combination. Whether or not you plan to attend the special meeting, we urge you to read this proxy statement/prospectus (and any documents incorporated into this proxy statement/prospectus by reference) carefully. Please pay particular attention to the section titled “Risk Factors” beginning on page 24.

JWCAC’s board of directors has unanimously approved the contribution and merger agreement and the Business Combination and unanimously recommends that JWCAC stockholders vote FOR adoption of the contribution and merger agreement and approval of the transactions contemplated thereby and FOR the amendment to JWCAC’s amended and restated certificate of incorporation to permit the Business Combination to be consummated on or before August 30, 2012. When you consider the board recommendation of these proposals, you should keep in mind that JWCAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled, “The Business Combination — Potential Conflicts of Interests of JWCAC’s Directors and Officers in the Business Combination.”


 
 

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The Business Combination will be consummated only if holders of a majority of the outstanding shares of common stock of JWCAC are voted in favor of the Business Combination Proposal. JWCAC has no specified maximum redemption threshold. It is a condition to closing under the contribution and merger agreement, however, that holders of no more than 5,500,000 public shares exercise their redemption rights pursuant to JWCAC’s amended and restated certificate of incorporation.

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 is the equivalent of a vote “AGAINST” adoption of the contribution and merger agreement and approval of the transactions contemplated thereby.

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,

      , 2012 _____________________________

John W. Childs
Chairman and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated    , 2012, and is first being mailed to the stockholders of JWCAC on or about    , 2012.


 
 

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JWC Acquisition Corp.
Bay Colony Corporate Center — North Entrance
1000 Winter Street — Suite 4300
Waltham, Massachusetts 02451

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF JWC ACQUISITION CORP.

TO BE HELD ON AUGUST    , 2012

To the Stockholders of JWC Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of JWC Acquisition Corp. (“JWCAC”), a Delaware corporation, will be held at 10:00 a.m. Eastern time, on August   , 2012, at the offices of McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York. You are cordially invited to attend the special meeting of stockholders for the following purposes:

(1) The Business Combination Proposal — to consider and vote upon a proposal to adopt the Contribution and Merger Agreement, dated as of June 27, 2012, as may be amended (the “Contribution and Merger Agreement”), by and among JWCAC, on the one hand, and The Tile Shop, LLC, a Delaware limited liability company (“The Tile Shop”), the members of The Tile Shop (the “Members”), Nabron International Inc., a Bahamas corporation (“Nabron” and, together with the Members other than ILTS, LLC the “Sellers”), Tile Shop Holdings, Inc. a newly-formed Delaware corporation and wholly-owned subsidiary of The Tile Shop (“TS Holdings”), Tile Shop Merger Sub, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of TS Holdings (“Merger Sub”), and Peter Jacullo, in his capacity as Sellers’ representative, on the other hand, a copy of which is attached to the enclosed proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby (the “Business Combination Proposal”);

(2) The Charter Amendment Proposal — to consider and vote upon a proposal to approve an amendment to the amended and restated certificate of incorporation of JWCAC to change the date on which it must have consummated a business combination or else cease operations and redeem the shares of common stock issued in its initial public offering (“public shares”) from August 23, 2012 to August 30, 2012 (the “Charter Amendment Proposal”);

(3) 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 of stockholders, there are not sufficient votes to approve the Business Combination Proposal or the Charter Amendment Proposal (the “Adjournment Proposal”); and

(4) to consider and transact such other procedural matters as may properly come before the special meeting of stockholders or any adjournment or postponement thereof.

After careful consideration, JWCAC’s board of directors has unanimously determined that the Contribution and Merger Agreement and the transactions contemplated thereby are in the best interests of JWCAC and its stockholders and unanimously recommends that JWCAC stockholders vote FOR the Business Combination Proposal, FOR the Charter Amendment Proposal, and FOR the Adjournment Proposal. When you consider the board recommendation of these proposals, you should keep in mind that JWCAC’s directors and officers have interests in the business combination that may conflict with your interests as a stockholder. See the section entitled, “ Proposals to be Considered by JWCAC Stockholders — The Business Combination Proposal — Certain Benefits of JWCAC’s Directors and Officers and Others in the Business Combination” begining on page 69.

These items of business are described in the enclosed proxy statement/prospectus, which you are encouraged to read in its entirety before voting. Only holders of record of JWCAC common stock at the close of business on      , 2012 are entitled to notice of the special meeting of stockholders and to vote and have their votes counted at the special meeting of stockholders and any adjournments or postponements of the special meeting of stockholders. A complete list of JWCAC stockholders of record entitled to vote at the special meeting of stockholders will be available for ten days before the special meeting of stockholders at the


 
 

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principal executive offices of JWCAC for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting of stockholders.

The business combination will be consummated only if holders of a majority of the outstanding shares of common stock of JWCAC are voted in favor of the approval and adoption of the Contribution and Merger agreement. JWCAC has no specified maximum redemption threshold. It is a condition to closing under the Contribution and Merger Agreement, however, that holders of no more than 5,500,000 public shares exercise their redemption rights pursuant to JWCAC’s amended and restated certificate of incorporation.

Pursuant to JWCAC’s amended and restated certificate of incorporation, JWCAC is providing holders of its public shares (“public stockholders”) with the opportunity to redeem their shares of JWCAC common stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of JWCAC’s initial public offering as of two business days prior to the consummation of the transactions contemplated by the Contribution and Merger agreement, less franchise and income taxes payable, upon the consummation of the transactions contemplated by the Contribution and Merger agreement. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. See the section entitled “Special Meeting of JWCAC Stockholders — Redemption Rights” beginning on page 56 for instructions on how to redeem your shares. 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 his, her or its shares with respect to more than an aggregate of 10% of the public shares. The holders of JWCAC shares issued prior to its initial public offering (“founder shares”) have agreed to waive their redemption rights with respect to their founder shares and any other shares they may hold in connection with the consummation of the transactions contemplated by the Contribution and Merger Agreement, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting of stockholders or not, please read the enclosed proxy statement/prospectus 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. 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.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of the Business Combination Proposal, in favor of the Charter Amendment Proposal, and in favor of the Adjournment Proposal. 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 Business Combination Proposal and the Charter Amendment 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.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors,

      , 2012 _____________________________

John W. Childs
Chairman and Chief Executive Officer


 
 

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ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about JWCAC from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review at the public reference room of the Securities and Exchange Commission, or SEC, located at 100 F Street, N.E., Washington, D.C. 20549, and through the SEC’s website at www.sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following address and telephone number:

JWC Acquisition Corp.

Bay Colony Corporate Center — North Entrance
1000 Winter Street — Suite 4300
Waltham, Massachusetts 02451
(617) 753-1100
Attention: Jeffrey J. Teschke
E-mail: jteschke@jwchilds.com

or

Morrow & Co., LLC
470 West Avenue — 3rd Floor
Stamford, Connecticut 06902
Telephone: (800) 662-5200

If you would like to request any documents, please do so by August   , 2012 in order to receive them before the special meeting.

You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information” beginning on page 174.

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by TS Holdings, constitutes a prospectus of TS Holdings under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of TS Holdings to be issued to JWCAC stockholders under the Contribution and Merger Agreement. This document also constitutes a proxy statement of JWCAC under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting of JWCAC stockholders, at which meeting JWCAC stockholders will be asked to vote upon a proposal to adopt the Contribution and Merger Agreement and approve the transactions contemplated thereby.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to JWCAC stockholders nor the issuance by TS Holdings of its common stock in connection with the Merger will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding JWCAC has been provided by JWCAC and information contained in this proxy statement/prospectus regarding The Tile Shop has been provided by The Tile Shop.


 
 

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This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.


 
 

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Cautionary Note Regarding Forward-Looking Statements     3  
Questions and Answers About the Proposals for JWCAC Stockholders     5  
Summary of the Proxy Statement/Prospectus     18  
The Stockholder Proposals     18  
The Business Combination Proposal     18  
The Charter Amendment Proposal     22  
The Adjournment Proposal     23  
The Special Meeting of Stockholders     23  
Date, Time and Place of Special Meeting of Stockholders     23  
Voting Power; Record Date     23  
Vote of JWCAC Founders     23  
Quorum and Required Vote for Stockholder Proposals     23  
Recommendation to JWCAC Stockholders     24  
Risk Factors     24  
Selected Historical Consolidated Financial Information of The Tile Shop     25  
Selected Historical Financial Information of JWCAC     27  
Selected Unaudited Pro Forma Condensed Combined Financial Information     28  
Unaudited Pro Forma Consolidated Per Share Information     31  
Risk Factors     32  
Risks Related to The Tile Shop     32  
Risks Related to TS Holdings     39  
Risks Related to JWCAC and the Business Combination     45  
Special Meeting of JWCAC Stockholders     54  
General     54  
Date, Time and Place of Special Meetings     54  
Voting Power; Record Date     54  
Vote of JWCAC Founders     54  
Quorum and Required Vote for Stockholder Proposals     54  
Recommendation to JWCAC Board of Directors     55  
Abstentions and Broker Non-Votes     55  
Voting Your Shares     56  
Revoking Your Proxy     56  
No Additional Matters May Be Presented at the Special Meeting     56  
Who Can Answer Your Questions About Voting Your Shares     56  
Redemption Rights     56  
Appraisal Rights     57  
Proxy Solicitation Costs     61  
Proposals To Be Considered By JWCAC Stockholders     62  
The Business Combination Proposal     62  
Structure of the Business Combination     62  
Background of the Business Combination     63  
JWCAC’s Board of Directors’ Reasons for the Approval of the Business Combination     66  
Certain Benefits of JWCAC’s Directors and Officers and Others in the Business Combination     69  
Potential Purchases of Public Shares     69  
Redemption Rights     69  
The Contribution and Merger Agreement     71  
Overview of the Business Combination     71  
Name; Headquarters     79  

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Certificate of Incorporation; Bylaws     79  
Procedure for Receiving Merger Consideration     79  
Lock-Up Agreements of the Sellers     80  
Lock-Up Agreement of the Members of Sponsor     80  
Warrant Purchase Agreements     81  
Sponsor Agreement     81  
Registration Rights Agreement     81  
Offer Letter Agreements     82  
Material U.S. Federal Income Tax Considerations to JWCAC’s Stockholders     83  
U.S. Federal Income Tax Considerations to U.S. JWCAC Stockholders     84  
U.S. Federal Income Tax Considerations to Non-U.S. JWCAC Stockholders     86  
Backup Withholding     87  
Anticipated Accounting Treatment     88  
Calculation of Estimated Voting Interests at Closing     88  
Regulatory Matters     88  
Required Vote     88  
Recommendation     88  
Unaudited Pro Forma Condensed Combined Financial Information     89  
The Charter Amendment Proposal     96  
Purpose of the Charter Amendment Proposal     96  
Effect of the Charter Amendment     96  
Required Vote     96  
Recommendation     96  
The Adjournment Proposal     97  
Consequences if the Adjournment Proposal is Not Approved     97  
Required Vote     97  
Recommendation     97  
Business of JWCAC     98  
General     98  
Identification of Potential Targets     98  
Periodic Reporting and Audited Financial Statements     99  
Legal Proceedings     99  
JWCAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations     100  
Overview     100  
Results of Operations     100  
Liquidity and Capital Resources     100  
Off-balance Sheet Financing Arrangements     101  
Contractual Obligations     101  
Critical Accounting Policies and Estimates     101  
Management of JWCAC     103  
Directors and Executive Officers     103  
Section 16(a) Beneficial Ownership Reporting Compliance     104  
Code of Ethics     105  
Audit Committee and Audit Committee Financial Expert     105  
Compensation and Discussion and Analysis     105
 
Compensation Committee Interlocks and Insider Participation and Compensation Committee Report     105  
Business of the Tile Shop     106  
Overview     106  

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Competitive Strengths     106  
Growth Strategy     107  
Sales Model     107  
Marketing     108  
Products     108  
Producers     108  
Distribution and Order Fulfillment     109  
Market     109  
Competition     110  
Employees     110  
Intellectual Property and Trademarks     110  
Government Regulation     110  
Properties     111  
Legal Proceedings     112  
The Tile Shop’s Management’s Discussion and Analysis of Financial Condition and Results of Operations     113  
Overview     113  
Key Components of The Tile Shop’s Consolidated Statements of Income     114  
Comparison of the Three Months Ended March 31, 2011 and the Three Months Ended 2012     115  
Comparison of 2011 to 2010     117  
Comparison of 2010 to 2009     118  
Liquidity and Capital Resources     119  
Off-balance Sheet Arrangements     121  
Summary Disclosure About Contractual Obligations and Commercial Commitments     121  
Inflation     121  
Critical Accounting Policies and Estimates     122  
Seasonality     123  
Quantitative and Qualitative Disclosures About Market Risk     123  
TS Holdings Management After the Business Combination     124  
Management and Board of Directors     124  
Classified Board of Directors     125  
Independence of the Board of Directors     126  
Committees of the Board of Directors     126  
Compensation Committee Interlocks and Insider Participation     127  
Code of Business Conduct and Ethics     128  
Director Compensation     128  
Compensation Discussion and Analysis     129  
Overview     129  
Compensation Determination Process     130  
Executive Compensation Program Components     130  
2011 Summary Compensation Table     138  
Grants of Plan-Based Awards     138  
Outstanding Equity Awards at Fiscal-Year End     138  
Options Exercises and Stock Vested     138  
Pension Benefits     138  
Nonqualified Deferred Compensation     138  
Potential Payments Upon Termination of Change of Control     139  
Beneficial Ownership of Securities     140  
Certain Relationships and Related Transactions     144  

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JWCAC Related Person Transactions     144  
The Tile Shop Related Person Transactions     145  
Description of JWCAC Securities     148  
Units     148  
Common Stock     148  
Preferred Stock     149  
Warrants     150  
Dividends     153  
Description of TS Holdings Securities     155  
General     155  
Common Stock     155  
Preferred Stock     155  
Registration Rights     155  
Anti-Takeover Provisions     156  
Choice of Forum     158  
Limitations of Liability and Indemnification     158  
The Nasdaq Stock Market Listing     159  
Transfer Agent and Registrar     159  
Comparison of Rights of Stockholders of JWCAC and TS Holdings     160  
Price Range of Securities and Dividends     172  
Appraisal Rights     173  
Legal Matters     173  
Experts     173  
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     173  
Delivery of Documents to Stockholders     174  
Where You Can Find More Information     174  
Index to Financial Statements     F-1  
ANNEXES
        
Annex A — Contribution and Merger Agreement     A-1  
Annex B — Form of Amendment to the Second Amended and Restated Certificate of Incorporation of JWC Acquisition Corp.     B-1  
Annex C — Section 262 of the Delaware General Corporation Law     C-1  

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FREQUENTLY USED TERMS

In this document:

“Business Combination” refers to the transactions contemplated by the Contribution and Merger Agreement.

“Business Combination Proposal” refers to the stockholder proposal to adopt the Contribution and Merger Agreement and approve the transactions contemplated thereby.

“closing” refers to the consummation of the Business Combination.

“Charter Amendment Proposal” refers to the stockholder proposal to amend JWCAC’s amended and restated certificate of incorporation to change the date prior which it must consummate a business combination from August 23, 2012 to August 30, 2012.

“Code” refers to the Internal Revenue Code of 1986, as amended.

“Contribution” refers to the contribution by the Sellers (other than Nabron) of all of their membership interests in The Tile Shop to TS Holdings and the contribution by Nabron of its membership interests in ILTS to TS Holdings, in each case in exchange for cash, common stock of TS Holdings, and promissory notes issued by TS Holdings.

“Contribution and Merger Agreement” refers to the Contribution and Merger Agreement, dated June 27, 2012, by and among JWCAC, on the one hand, and The Tile Shop, the Members, Nabron, TS Holdings, Merger Sub, and Peter Jacullo, in his capacity as Sellers’ representative, on the other hand.

“DGCL” refers to the Delaware General Corporation Law.

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

“founder shares” refers to the 2,034,884 shares of common stock of JWCAC purchased prior to JWCAC’s initial public offering.

“ILTS” refers to ILTS, LLC, a Delaware limited liability company and a member of The Tile Shop.

“JWCAC” refers to JWC Acquisition Corp., a Delaware corporation.

“JWCAC founders” refers to the members of the Sponsor and JWCAC’s officers and directors.

“JWCAC’s Sponsor” or “the Sponsor” refers to JWC Acquisition LLC, a Delaware limited liability company.

“JWTS” refers to JWTS, Inc., a Delaware corporation.

“Members” refers to the members of The Tile Shop.

“Merger” refers to the merger pursuant to the Contribution and Merger Agreement, whereby by each outstanding shares, of common stock of JWCAC will be exchanged for one share of common stock of TS Holdings.

“Merger Sub” refers to Tile Shop Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of TS Holdings.

“Nabron” refers to Nabron International, Inc. a Bahamas corporation, which is the sole member of ILTS, the sole business of which, as of immediately prior to the consummation of the Business Combination, will be to hold a membership interest in The Tile Shop.

“OTCBB” refers to the Over-the-Counter Bulletin Board.

“public shares” refers to the shares of JWCAC’s common stock sold in its initial public offering.

“public stockholders” refers to the holders of public shares, including the JWCAC founders to the extent they purchase public shares, provided that each JWCAC founder’s status as a “public stockholder” shall only exist with respect to such public shares.

“SEC” refers to the Securities and Exchange Commission.

“Securities Act” refers to the Securities Act of 1933, as amended.

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“Sellers” refers to the parties to the Contribution and Merger Agreement who will be directly or indirectly contributing the membership interests in The Tile Shop to TS Holdings.

“sponsor warrants” refers to 5,333,333 warrants held by the Sponsor, each of which is exercisable for one share of JWCAC common stock in accordance with its terms.

“The Tile Shop” refers to The Tile Shop, LLC, a Delaware limited liability company.

“trust account” refers to the trust account which holds the proceeds of JWCAC’s initial public offering, and which has Continental Stock Transfer & Trust Company as trustee.

“TS Holdings” refers to Tile Shop Holdings, Inc., a Delaware corporation.

“TS Inc.” refers to The Tile Shop, Inc., a Minnesota corporation.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

JWCAC and TS Holdings make forward-looking statements in this proxy statement/prospectus and in the documents that are incorporated by reference. These forward-looking statements relate to outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition. Specifically, forward-looking statements may include statements relating to:

the benefits of the Business Combination;
the future financial performance of TS Holdings following the Business Combination;
changes in the market for TS Holdings’ products;
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 to JWCAC and/or TS Holdings as of the date of this proxy statement/prospectus and current expectations, forecasts and assumptions and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing JWCAC’s or TS Holdings’ views as of any subsequent date, and neither JWCAC nor TS Holdings undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

These forward-looking statements involve a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to 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 Contribution and Merger Agreement;
the outcome of any legal proceedings that may be instituted against JWCAC, The Tile Shop, TS Holdings or others following announcement of the Contribution and Merger Agreement and transactions contemplated therein;
the inability to complete the transactions contemplated by the Contribution and Merger Agreement due to the failure to obtain approval of the stockholders of the JWCAC, or other conditions to closing in the Contribution and Merger Agreement;
the ability to have TS Holdings’ securities listed on the Nasdaq Stock Market or another exchange following the Business Combination;
delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the transactions contemplated by the Contribution and Merger Agreement;
the risk that the proposed transaction 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 of The Tile Shop and TS Holdings to grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain its key employees;
costs related to the Business Combination;
changes in applicable laws or regulations;
the possibility that The Tile Shop and TS Holdings may be adversely affected by other economic, business, and/or competitive factors; and

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other risks and uncertainties indicated from time to time in this proxy statement/prospectus, including those under “Risk Factors”.

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. Neither JWCAC nor TS Holdings undertakes any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before you grant your proxy or instruct how your vote should be cast or voted on the proposals set forth in this proxy statement/prospectus, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this proxy statement/prospectus could have a material adverse effect on JWCAC or TS Holdings.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
FOR JWCAC STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the JWCAC special meeting of stockholders including the proposed Business Combination. The following questions and answers may not include all the information that is important to stockholders of JWCAC. We urge stockholders to read carefully this entire proxy statement/prospectus, including the annexes and the other documents referred to herein. Unless otherwise specified, all share calculations assume no exercise of redemption or appraisal rights by JWCAC stockholders.

 

Q.

Why am I receiving this proxy statement/
prospectus?

 

A.

A Contribution and Merger Agreement, dated as of June 27, 2012, has been entered into by and among JWCAC, on the one hand, and The Tile Shop, the Sellers, TS Holdings, Merger Sub, and Peter Jacullo in his capacity as Sellers’ representative, on the other hand. This agreement, as may be amended, is referred to as the Contribution and Merger Agreement. A copy of the Contribution and Merger Agreement is attached to this proxy statement/prospectus as Annex A.

    

 

JWCAC stockholders are being asked to consider and vote upon a proposal to adopt the Contribution and Merger Agreement, which, among other things, provides for the contribution by the Sellers (other than Nabron) of membership interests in The Tile Shop and the contribution by Nabron of the membership interests in ILTS to TS Holdings, in exchange for cash, common stock of TS Holdings and promissory notes issued by TS Holdings, which transaction is referred to herein as the Contribution, and the concurrent merger of Merger Sub with and into JWCAC pursuant to which each share of JWCAC common stock will be exchanged for one share of TS Holdings common stock, which transaction is referred to herein as the Merger. The Contribution and the Merger are collectively referred to herein as the Business Combination. As a result of the Business Combination, TS Holdings will hold directly or indirectly all of the equity in The Tile Shop and JWCAC.

    

 

TS Holdings intends to list its common stock upon the closing of the Business Combination on The Nasdaq Stock Market under the symbol “TTS”.

    

 

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the special meeting of stockholders. You should read this proxy statement/prospectus and its annexes carefully.

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

Q.

What is being voted on?

 

A.

Below are proposals on which JWCAC’s stockholders are being asked to vote.

    

          •  

To adopt the Contribution and Merger Agreement and approve the Business Combination (this proposal is referred to herein as the “Business Combination Proposal”);

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          •  

To approve an amendment to the Amended and Restated Certificate of Incorporation of JWCAC to change the date on which it must have consummated a business combination or else cease operations and redeem its public shares from August 23, 2012 to August 30, 2012, in order to provide JWCAC additional time to consummate the Business Combination if it is approved by JWCAC stockholders (this proposal is referred to herein as the “Charter Amendment Proposal”); and

    

          •  

To approve the adjournment of the special meeting of stockholders 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 of stockholders, there are not sufficient votes to approve the Business Combination Proposal or the Charter Amendment Proposal (this proposal is referred to herein as the “Adjournment Proposal”). This proposal will only be presented at the special meeting of stockholders if there are not sufficient votes to approve the Business Combination Proposal or the Charter Amendment Proposal.

    

 

It is important for you to note that in the event the Business Combination Proposal does not receive the requisite vote for approval, then JWCAC will not consummate the Business Combination. If JWCAC does not consummate the Business Combination and fails to complete an initial business combination by August 23, 2012 (or August 30 if the Charter Amendment Proposal is approved), JWCAC will be required to dissolve and liquidate.

Q.

Are the proposals conditioned on one another?

 

A.

The Business Combination Proposal is not conditioned on any other proposal. The Charter Amendment Proposal is conditioned on approval of the Business Combination Proposal. The Adjournment Proposal will only be presented to stockholders in the event that there are not sufficient votes to approve the Business Combination Proposal or the Charter Amendment Proposal.

Q.

Why is JWCAC proposing the Business Combination?

 

A.

JWCAC was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In particular, JWCAC has sought to focus on the consumer products or specialty retail sectors.

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JWCAC consummated its initial public offering on November 23, 2010. Approximately $124,950,000 million of the proceeds of JWCAC’s initial public offering was placed in a trust account immediately following the initial public offering and, in accordance with JWCAC’s amended and restated certificate of incorporation, will be released upon the consummation of a business combination. If the Business Combination is consummated, the funds held in the trust account will be released (i) to pay JWCAC stockholders who properly exercise their redemption rights, (ii) to make a cash payment to the Sellers in partial consideration of their contribution to TS Holdings, (iii) to pay $5.0 million in deferred underwriting compensation to the underwriters of JWCAC’s initial public offering and advisory fees to other persons, (iv) to pay J.W. Childs Associates L.P. amounts owed for unpaid rent and unreimbursed administrative expenses incurred on behalf of JWCAC in connection with the Business Combination and general administrative expenses, not to exceed $500,000, (v) to pay third parties (e.g. professional advisors, printers and consultants) who have rendered services to JWCAC, the Sellers, The Tile Shop, and TS Holdings in connection with the Business Combination, and (vi) to pay the aggregate purchase price payable by JWCAC for public warrants it may purchase under the terms of the Contribution and Merger Agreement, with the balance to be used for working capital purposes. See the section entitled “Proposals to be Considered by JWCAC Stockholders — The Business Combination Proposal — JWCAC’s Board of Directors’ Reasons for the Approval of the Business Combination” beginning on page 66.

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Q.

What will happen in the Business Combination?

 

A.

The Business Combination consists of the Contribution and the Merger.
  
At the closing of the Contribution, the Sellers (other than Nabron) will contribute membership interests in The Tile Shop, and Nabron will contribute its membership interests in ILTS (the sole business of which, as of immediately prior to the consummation of the Business Combination to hold membership interests in The Tile Shop), to TS Holdings in exchange for (i) $100,000,000 in cash (the “Cash Consideration”), (ii) 29,500,000 shares of TS Holdings common stock (the “Stock Consideration”), and (iii) promissory notes of TS Holdings in an aggregate principal amount of $80,000,000 less the amount of indebtedness (including capitalized lease obligations) and deferred compensation costs of The Tile Shop at closing (the “Promissory Notes”). The Cash Consideration, the Stock Consideration, and the Promissory Notes are all subject to adjustment at closing pursuant to the terms of the Contribution and Merger Agreement. The Promissory Notes will have a three year term, be subject to pre-payment at any time without penalty, and bear interest at a rate of 4% per annum, payable quarterly. Upon the issuance of senior indebtedness where the proceeds of such indebtedness are used to repay not less than 50% of the aggregate principal amount of the Promissory Notes, the term of the Promissory Notes will be extended to the date 180 days following the term of such senior indebtedness and the interest rate on the outstanding principal amount of the Promissory Notes will increase to 10% per annum. If the Promissory Notes have not been repaid by TS Holdings in full by the third anniversary of the consummation of the Business Combination, up to an aggregate of $20,000,000 of the then outstanding principal amount of the Promissory Notes will be convertible into shares of TS Holdings common stock at a conversion price of $10.00 per share. TS Holdings intends to obtain a credit facility within six months after the closing sufficient to repay Promissory Notes.

 
 

 

Concurrently with the Contribution, Merger Sub will merge with and into JWCAC, with JWCAC surviving. In connection with the Merger, (i) each outstanding share of JWCAC common stock will be exchanged for one share of TS Holdings common stock and (ii) each outstanding JWCAC warrant which is currently exercisable for one share of JWCAC common stock will be exercisable for one share of TS Holdings common stock. Prior to the closing, each outstanding unit of JWCAC (each of which consists of one share of JWCAC common stock and a warrant to purchase one share of JWCAC common stock) will be separated into its component common stock and warrant, each of which will be treated in the Merger as described above.

    

 

As a result of the Merger and Contribution, TS Holdings will own directly or indirectly all of the equity in each of JWCAC and The Tile Shop.

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Q.

What equity stake will former JWCAC stockholders and The Tile Shop members hold in TS Holdings?

 

A.

It is anticipated that former JWCAC’s stockholders, on the one hand, and the Sellers, on the other hand, will hold approximately 33% and 67%, respectively, of the shares of common stock of TS Holdings issued and outstanding immediately after the consummation of the Business Combination, assuming that no JWCAC public stockholders exercise their redemption or appraisal rights. Robert A. Rucker, the Chief Executive Officer of The Tile Shop, will hold approximately 18.5% of the issued and outstanding shares of TS Holdings common stock.

Q.

What conditions must be satisfied to complete the Business Combination?

 

A.

There are a number of closing conditions in the Contribution and Merger Agreement, including that (i) the SEC has declared effective TS Holdings’ registration statement of which this proxy statement/prospectus is a part and (ii) JWCAC’s stockholders have adopted the Contribution and Merger Agreement and approved the transactions contemplated thereby, including the Business Combination.

    

 

For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposals to be Considered by JWCAC Stockholders — The Business Combination Proposal — The Contribution and Merger Agreement” beginning on page 71.

Q.

What are my U.S. federal income tax consequences as a result of the Business Combination?

 

A.

It is anticipated that the Merger, in combination with the Contribution, will constitute a tax-deferred transaction pursuant to Section 351 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, and U.S. stockholders generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of their JWCAC common stock for TS Holdings common stock.

    

 

You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of the Business Combination to you. See the section entitled “Material U.S. Federal Income Tax Considerations to JWCAC’s Stockholders” beginning on page 83.

 

Q.

What happens if I sell my shares of JWCAC 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 JWCAC 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, but will have transferred the right to receive the merger consideration in the Merger. In order to receive the merger consideration, you must hold your shares through completion of the Business Combination.

Q.

What happens if I sell my shares of JWCAC common stock after the special meeting, but before the consummation of the Merger?

 

A.

If you transfer your shares of JWCAC common stock after the special meeting, but before the consummation of the Merger, you will have transferred the right to receive merger consideration in the Merger. In order to receive the merger consideration, you must hold your shares of JWCAC common stock through completion of the Merger.

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Q.

Why is JWCAC proposing the Charter Amendment Proposal?

 

A.

JWCAC’s charter currently provides that it must have consummated a business combination by August 23, 2012, or else cease operations and redeem its public shares. Because this date is so close to the date of the special meeting, JWCAC has deemed it advisable to seek to postpone this date to August 30, 2012 in order to provide additional time to close the Business Combination. If the requisite stockholder approval is received for the Business Combination Proposal and the Charter Amendment Proposal, the amendment to JWCAC’s amended and restated certificate of incorporation will be filed with the Delaware Secretary of State immediately after such approval.

Q.

What vote is required to approve the proposals presented at the special meeting of stockholders?

 

A.

The Business Combination Proposal requires the affirmative vote of a majority of the shares of JWCAC common stock entitled to vote at the special meeting of stockholders (7,267,443 shares). The Charter Amendment Proposal requires the affirmative vote of 65% of the shares of JWCAC common stock entitled to vote at the special meeting of stockholders (9,447,675 shares). Accordingly, a JWCAC stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting, or the failure of a JWCAC stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendment Proposal.

    

 

The approval of Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of JWCAC common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, while the failure of a JWCAC stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee and shares not in attendance at the special meeting will have no effect on the outcome of any vote on the Adjournment Proposal.

 
 

 

No vote of the holders of any warrants issued by JWCAC is necessary to adopt the Contribution and Merger Agreement and to approve the Business Combination, and JWCAC is not asking the warrant holders to vote on the Business Combination Proposal or any other proposal being considered at the special meeting.

Q.

How many votes do I have?

 

A.

JWCAC stockholders are entitled to one vote at the special meeting for each share of JWCAC common stock held of record as of the record date. As of the close of business on the record date, there were 14,534,884 outstanding shares of JWCAC common stock.

Q.

What constitutes a quorum?

 

A.

Holders of a majority in voting power of the JWCAC 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 the JWCAC 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, 7,267,443 shares of JWCAC common stock would be required to achieve a quorum.

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Q.

How will JWCAC’s directors and officers vote?

 

A.

In connection with JWCAC’s initial public offering, JWCAC and Citigroup Global Markets, the representative of the underwriters of the initial public offering, entered into agreements with each of the JWCAC founders, pursuant to which each JWCAC founder agreed to (i) vote his, her or its founder shares, with respect to the Business Combination Proposal, in accordance with the majority of the votes cast on that proposal by the JWCAC’s public stockholders, and (ii) vote any shares acquired during and after the initial public offering in favor of the Business Combination Proposal. The JWCAC founders have not purchased any shares during or after JWCAC’s initial public offering. See the section entitled “ Summary of the Proxy Statement/ Prospectus — The Special Meeting of the Stockholder — Vote of JWCAC Founders” beginning on page 23 for additional information.

Q.

What interests do JWCAC’s current officers and directors have in the Business Combination?

 

A.

JWCAC’s directors and executive officers may have interests in the Business Combination that are different from, or in addition to or in conflict with, yours. These interests include:

    

    •  

the continued right of the JWCAC founders to hold common stock in TS Holdings following conversion of the JWCAC common stock, subject to the lock-up agreements;

    

    •  

the continued right of the JWCAC founders to hold sponsor warrants to purchase shares of TS Holdings common stock;

    

    •  

the sale of public warrants to the Sellers pursuant to the terms of the Contribution and Merger Agreement;

    

    •  

the retention of two officers of JWCAC as directors of TS Holdings; and

    

    •  

the continued indemnification of current directors and officers of JWCAC under the Contribution and Merger Agreement and the continuation of directors’ and officers’ liability insurance after the Business Combination.

    

  

These interests may influence the JWCAC directors in making their recommendation that you vote in favor of the approval of the Business Combination and the adoption of the Contribution and Merger Agreement and the approval of the other transactions described in this proxy statement/prospectus.

Q.

What happens if I vote against the Business Combination Proposal?

 

A.

If the Business Combination Proposal is not approved and JWCAC does not consummate a business combination by August 23, 2012 (or August 30 if the Charter Amendment Proposal is approved), JWCAC will be required to dissolve and liquidate.

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Q.

Do I have redemption rights?

 

A.

If you are a holder of public shares, you may redeem your public shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of JWCAC’s initial public offering 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 Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 10% of the public shares. JWCAC founders have agreed to waive their redemption rights with respect to their founder shares and any other shares 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.

 

Q.

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

 

A.

No. You may exercise your redemption rights whether you vote your shares of JWCAC common stock for or against the Business Combination Proposal.

Q.

How do I exercise my redemption rights?

 

A.

In order to exercise your redemption rights, you must, prior to 4:30 p.m. Eastern time on August     , 2012 (two business days before the special meeting), (i) submit a written request to JWCAC’s transfer agent that JWCAC redeem your public shares for cash, and (ii) deliver your stock to JWCAC’s transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, JWCAC’s transfer agent, is listed on page 57.

    

 

Any demand for redemption, once made, may be withdrawn at any time until the vote is taken with respect to the Business Combination Proposal at the special meeting of stockholders. If you delivered your shares for redemption to JWCAC’s transfer agent and decide prior to the special meeting of stockholders not to exercise your redemption rights, you may request that JWCAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting JWCAC’s transfer agent at the phone number or address listed on page 57.

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Q.

What are the federal income tax consequences of exercising my redemption rights?

 

A.

JWCAC stockholders who exercise their redemption rights to receive cash from the trust account in exchange for their shares of JWCAC common stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of JWCAC 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. A stockholder’s tax basis in his, her or its shares of JWCAC common stock generally will equal the cost of such shares. A stockholder who purchased JWCAC units will have to allocate the cost between the share of common stock and the warrant comprising each unit based on their relative fair market values at the time of the purchase. See the section entitled “Material U.S. Federal Income Tax Considerations to JWCAC’s Stockholders” beginning on page 83.

Q.

If I am a JWCAC warrantholder, can I exercise redemption rights with respect to my warrants?

 

A.

No. There are no redemption rights with respect to JWCAC’s warrants.

Q.

Do I have appraisal rights if I object to the proposed Business Combination?

 

A.

JWCAC stockholders have appraisal rights in connection with the Merger. As such, holders of shares of JWCAC common stock who do not vote in favor of the Business Combination Proposal and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL. Holders of public shares electing to exercise redemption rights will not be entitled to appraisal rights. For additional information, including the procedures for properly demanding appraisal, see the section entitled “Special Meeting of JWCAC Stockholders — Appraisal Rights” beginning on page 57. In order to avoid the time and potential cost of the share appraisal process which follows the exercise of dissenters’ rights, JWCAC stockholders may choose instead to exercise their redemption rights, as described above.

Q.

What happens to the funds deposited 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 (i) to pay JWCAC stockholders who properly exercise their redemption rights, (ii) to make a cash payment to the Sellers in partial consideration of their contribution to TS Holdings, (iii) to pay $5.0 million in deferred underwriting compensation to the underwriters of JWCAC’s initial public offering and advisory fees to other persons, (iv) to pay J.W. Childs Associates L.P. amounts owed for unpaid rent and unreimbursed administrative expenses incurred on behalf of JWCAC in connection with the Business Combination and general administrative expenses, not to exceed $500,000, (v) to pay third parties (e.g. professional advisors, printers and consultants) who have rendered services to JWCAC, the Sellers, The Tile Shop, and TS Holdings in connection with the Business Combination, and (vi) to pay the aggregate purchase price payable by JWCAC for public warrants it may agree to purchase pursuant to the terms of the Contribution and Merger Agreement, with the balance to be used for working capital purposes.

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Q.

What happens if the Business Combination is not consummated or is terminated?

 

A.

There are certain circumstances under which JWCAC and the Sellers may terminate the Contribution and Merger Agreement. See the section entitled “Proposals to be Considered by JWCAC Stockholders — The Business Combination Proposal — The Contribution and Merger Agreement — Termination” beginning on page 77 for additional information regarding the parties’ specific termination rights. If the Business Combination is not completed by August 23, 2012 (or August 30, 2012 if the Charter Amendment Proposal is approved), JWCAC’s corporate existence will automatically terminate in accordance with its amended and restated certificate of incorporation and JWCAC will thereafter dissolve and liquidate. In any liquidation of JWCAC, the aggregate amount then on deposit in the trust account, including interest but net of franchise and income taxes payable (less up to $100,000 of such net interest to pay dissolution expenses), will be distributed pro rata to the holders of the public shares.

    

 

JWCAC warrantholders have no right to receive funds held in the trust account with respect to the warrants they hold. If the Business Combination is not completed by August 23, 2012 (or August 30, 2012 if the Charter Amendment Proposal is approved), JWCAC will be required to dissolve and liquidate and the JWCAC warrants will expire worthless.

    

 

Holders of JWCAC’s founder shares have waived any right to any liquidation distribution with respect to those shares.

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 of stockholders to be held on August   , 2012, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

    

 

For a description of the conditions for the completion of the Business Combination, see the section entitled “Proposals to be Considered by JWCAC Stockholders — The Business Combination Proposal — The Contribution and Merger Agreement — Conditions to Closing of the Business Combination” beginning on page 73.

Q.

What do I need to do now?

 

A.

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

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Q.

How do I vote?

 

A.

If you were a holder of record of JWCAC common stock on           , 2012, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals in person at the special meeting of stockholders, 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 of stockholders 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 of stockholders?

 

A.

JWCAC 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, an abstention or failure to vote on the Business Combination will have the same effect as a vote “AGAINST” the proposal but will not be sufficient to enable you to have your shares redeemed for a pro rata portion of the trust account. In order to exercise your redemption rights, you must make an election on the proxy card to redeem such shares of common stock or submit a request in writing to JWCAC’s transfer agent at the address listed on page 17, and deliver your shares to JWCAC’s transfer agent physically or electronically through DTC prior to the special meeting of stockholders as described herein.

Q.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A.

Signed and dated proxies received by JWCAC without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders.

Q.

If I am not going to attend the special meeting of stockholders in person, should I return my proxy card instead?

 

A.

Yes. Whether you plan to attend the special meeting of stockholders or not, please read the enclosed proxy statement/prospectus 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.

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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. JWCAC believes 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. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted for the purpose of determining the existence of a quorum, but will not count for purposes of determining the number of votes cast at the special meeting of stockholders. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q.

May I change my vote after I have mailed my signed proxy card?

 

A.

Yes. You may change your vote by sending a later-dated, signed proxy card to JWCAC’s secretary at the address listed on page 17 so that it is received by JWCAC’s secretary prior to the special meeting of stockholders or attend the special meeting of stockholders in person and vote. You also may revoke your proxy by sending a notice of revocation to JWCAC’s secretary, which must be received by JWCAC’s secretary prior to the special meeting of stockholders.

Q.

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

 

A.

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

Q.

What should I do with my unit or stock certificates?

 

A.

If you are not a holder of public shares electing redemption, you should keep your unit or stock certificates at this time. Prior to the closing of the Business Combination, JWCAC’s outstanding units will automatically separate into their component shares of common stock and warrants, each of which will be treated in the Merger as described above. After the Business Combination is completed, JWCAC stockholders holding JWCAC common stock certificates will receive from TS Holdings’ exchange agent a letter of transmittal and instructions on how to obtain the JWCAC merger consideration.

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Each holder of record of one or more book entry shares of JWCAC common stock whose shares will be converted into the right to receive the JWCAC merger consideration will automatically, upon the effective time of the Merger, be entitled to receive, and TS Holdings will cause the exchange agent to deliver to such holder as promptly as practicable after the effective time, the TS Holdings common stock to which such holder is entitled. Holders of book entry shares will not be required to deliver a certificate or an executed letter of transmittal to the exchange agent in order to receive the JWCAC merger consideration.

 

Q.

Who can help answer my questions?

 

A.

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

    

 

Jeffrey J. Teschke, Secretary
JWC Acquisition Corp.
Bay Colony Corporate Center — North Entrance
1000 Winter Street — Suite 4300
Waltham, Massachusetts 02451
Tel: (617) 753-1100
Email: jteschke@jwchilds.com  
  
You may also contact JWCAC’s proxy solicitor, at:

    

 

Morrow & Co., LLC
470 West Avenue — 3rd Floor
Stamford, Connecticut 06902
Tel: (800) 662-5200

    

 

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

    

 

You may also obtain additional information about JWCAC 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 JWCAC’s transfer agent prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

    

 

Mark Zimkind
Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Tel: (212) 845-3287
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the special meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information” beginning on page 174.

Unless otherwise specified, all share calculations assume no exercise of redemption or appraisal rights by JWCAC stockholders.

This proxy statement/prospectus is:

a proxy statement of JWCAC for use in the solicitation of proxies for its special meeting of stockholders; and
a prospectus of TS Holdings relating to the issuance of shares of TS Holdings common stock to JWCAC’s common stockholders.

THE STOCKHOLDER PROPOSALS

THE BUSINESS COMBINATION PROPOSAL (Page 62)

The Parties

JWCAC

JWC Acquisition Corp., which we refer to as JWCAC, is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving JWCAC and one or more businesses. JWCAC is a Delaware corporation formed in 2010.

Under JWCAC’s amended and restated certificate of incorporation, if JWCAC is unable to complete a business combination by August 23, 2012 (or August 30, 2012 if the Charter Amendment Proposal is approved), it must (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 its 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 which holds the proceeds of JWCAC’s initial public offering, including interest but net of franchise and income taxes payable (less up to $100,000 of such net interest to pay 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 subject to the requirement that any refund of income taxes that were paid from the trust account which is received after the redemption shall be distributed to the former public stockholders, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and JWCAC’s board of directors in accordance with applicable law, dissolve and liquidate, subject in each case to JWCAC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

In the event of JWCAC’s liquidation, the JWCAC warrants will expire worthless.

JWCAC’s common stock, units, and warrants are currently traded on the Over-the-Counter Bulletin Board quotation system, or the OTCBB, under the symbols JWCA, JWCAU, and JWCAW, respectively.

The mailing address of JWCAC’s principal executive office is Bay Colony Corporate Center — North Entrance, 1000 Winter Street — Suite 4300, Waltham, Massachusetts 02451 and its telephone number is (617) 753-1100.

The Tile Shop

The Tile Shop, LLC, which we refer to as The Tile Shop, is a leading specialty retailer of manufactured and natural stone tiles, setting and maintenance materials, and related accessories in the United States. The Tile Shop offers a wide selection of products, superior value, and enhanced customer service in a unique

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showroom setting. The Tile Shop sells over 4,000 products from around the world, including ceramic, porcelain, glass, and stainless steel manufactured tiles, and marble, granite, quartz, sandstone, travertine, slate, and onyx natural tiles, primarily under its proprietary Rush River, Fired Earth, and Superior brand names. The Tile Shop purchases its tile products and accessories directly from producers and manufactures its own setting and maintenance materials, such as thinset, grout, and sealers. The Tile Shop operates 61 stores in 20 states, with an average footprint of 23,000 square feet. The Tile Shop is a Delaware limited liability company formed in 2002 as the successor to TS Inc., which was incorporated in 1984 by The Tile Shop’s president and chief executive officer, Robert Rucker.

The mailing address of The Tile Shop’s principal executive office is 14000 Carlson Parkway, Plymouth, Minnesota 55441, and its telephone number is (763) 852-2901.

TS Holdings

Tile Shop Holdings, Inc., which we refer to as TS Holdings, is a Delaware corporation and wholly-owned subsidiary of The Tile Shop formed in 2012 by The Tile Shop to consummate the Business Combination. Following the Business Combination, TS Holdings will own directly or indirectly all of the equity in The Tile Shop and JWCAC.

TS Holdings intends to list its common stock on the Nasdaq Stock Market under the symbol “TTS.”

The mailing address of TS Holdings’ principal executive office is 14000 Carlson Parkway, Plymouth, Minnesota 55441, and its telephone number is (763) 852-2901.

Merger Sub

Tile Shop Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of TS Holdings, was formed in 2012 by TS Holdings to consummate the Merger. In the Merger, Merger Sub will merge with and into JWCAC and Merger Sub will cease to exist.

The mailing address of Merger Sub’s principal executive office is 14000 Carlson Parkway, Plymouth, Minnesota 55441, and its telephone number is (763) 852-2901.

The Business Combination (Page 62)

The Contribution and Merger Agreement provides for the Business Combination of JWCAC and The Tile Shop under TS Holdings. The Contribution and Merger Agreement is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the Contribution and Merger Agreement in its entirety. Pursuant to the terms of the Contribution and Merger Agreement:

The Sellers other than Nabron will contribute their membership interests in The Tile Shop to TS Holdings, and Nabron will contribute its membership interest in ILTS to TS Holdings, in exchange for (i) a cash payment of $100,000,000 (the “Cash Consideration”), (ii) 29,500,000 shares of TS Holdings common stock (the “Stock Consideration”), and (iii) promissory notes issued by TS Holdings in the aggregate principal amount of $80,000,000, less the amount of indebtedness (including capitalized lease obligations) and deferred compensation costs of The Tile Shop at closing (the “Promissory Notes”). The Promissory Notes will have a three year term, be subject to pre-payment at any time without penalty, and bear interest at a rate of 4% per annum, payable quarterly. Upon the issuance of senior indebtedness where the proceeds of such indebtedness are used to repay not less than 50% of the aggregate principal amount of the Promissory Notes, the term of the Promissory Notes will be extended to the date 180 days following the term of such senior indebtedness and the interest rate on the outstanding principal amount of the Promissory Notes will increase to 10% per annum. If the Promissory Notes have not been repaid by TS Holdings in full by the third anniversary of the consummation of the Business Combination, up to an aggregate of $20,000,000 of the then-outstanding principal amount of the Promissory Notes will be convertible into shares of TS Holdings common stock at a conversion price of $10.00 per share. The Cash Consideration, the Stock Consideration, and the Promissory Notes are each subject to adjustment at closing pursuant to the terms of the Contribution and Merger Agreement. This component of the Business Combination is referred to as the Contribution.

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Concurrently with the Contribution, Merger Sub will merge with and into JWCAC, with JWCAC surviving, and (i) each outstanding share of JWCAC common stock will be exchanged for one share of TS Holdings common stock and (ii) each outstanding JWCAC warrant which is currently exercisable for one share of JWCAC common stock will be exercisable for one share of TS Holdings common stock. Prior to the closing, each outstanding unit of JWCAC will be separated into its component common stock and warrant, each of which will be treated as described above. This component of the Business Combination is referred to as the Merger.

As a result of the Contribution and the Merger, TS Holdings will own directly or indirectly all of the equity in The Tile Shop and JWCAC. It is anticipated that former JWCAC stockholders, on the one hand, and the Sellers, on the other hand, will hold approximately 33% and 67%, respectively, of the issued and outstanding shares of common stock of TS Holdings immediately following the closing, assuming that no JWCAC stockholders exercise their redemption or appraisal rights, as described below. The Contribution and the Merger are referred to collectively as the Business Combination. Robert A. Rucker, the Chief Executive Officer of The Tile Shop, will hold approximately 18.5% of the issued and outstanding shares of TS Holdings common stock.

If the number of shares of JWCAC common stock properly tendered for redemption exceeds 4,000,000 shares, certain members of the Sponsor have agreed to purchase up to 1,500,000 shares of TS Holdings common stock from TS Holdings in a private placement, at a purchase price of $10.00 per share, in order to provide funds for the redemption of such tendered shares.

The parties to the Contribution and Merger Agreement intend to consummate the Business Combination as promptly as practicable after the special meeting of stockholders, provided that:

the SEC has declared effective TS Holdings’ registration statement of which this proxy statement/prospectus is a part;
JWCAC’s stockholders have adopted the Contribution and Merger Agreement and approved the transactions contemplated thereby, including the Business Combination; and
the other conditions specified in the Contribution and Merger Agreement have been satisfied or waived.

For more information, see the section entitled “Proposals to be Considered by JWCAC Stockholders — The Business Combination Proposal — The Contribution and Merger Agreement.” The Contribution and Merger Agreement is included as Annex A to this proxy statement/prospectus. You are encouraged to read the Contribution and Merger Agreement (including any amendments thereto) in its entirety.

Board of Directors of TS Holdings (Page 77)

Under the Contribution and Merger Agreement, upon the closing of the Business Combination, The Tile Shop and the board of directors of TS Holdings will cause the directors of TS Holdings to be William Watts (Chairman), Robert Rucker, Peter Jacullo, Todd Krasnow, Peter Kamin, and Adam Suttin, with Messrs. Jacullo and Suttin serving in the class whose term will expire immediately prior to the TS Holdings annual stockholders meeting in 2013, Messrs. Kamin and Krasnow serving in the class whose term will expire immediately prior to the TS Holdings annual stockholders meeting in 2014, and Messrs. Rucker and Watts serving in the class whose term will expire immediately prior to the TS Holdings annual stockholders meeting in 2015. See the section entitled “TS Holdings Management After the Business Combination” beginning on page 124 for more information.

Tax Considerations (Page 83)

The Merger, in combination with the Contribution, is intended to qualify as an exchange by JWCAC’s stockholders of their common stock for common stock of TS Holdings that will be governed by Section 351 of the Internal Revenue Code. Assuming the Merger so qualifies, neither JWCAC nor the JWCAC stockholders will recognize gain or loss on the Business Combination.

A JWCAC stockholder will have an aggregate tax basis in the TS Holdings common stock received in the Merger equal to the tax basis of property surrendered in exchange for TS Holdings common stock. The

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stockholder’s holding period with respect to TS Holdings common stock will include the holding period of the property exchanged for TS Holdings common stock.

For a description of the material federal income tax consequences of the Business Combination, see the section entitled “Proposals to be Considered by JWCAC Stockholders — Material U.S. Federal Income Tax Considerations to JWCAC’s Stockholders” beginning on page 83.

Anticipated Accounting Treatment (Page 88)

The Tile Shop is considered to be the acquirer for accounting purposes because it will obtain effective control of JWCAC. The Tile Shop does not have a change in control since The Tile Shop’s operations will comprise the ongoing operations of the combined entity, its senior management will serve as the senior management of the combined entity, and its former equity owners will own a majority voting interest in the combined entity and be able to elect a majority of the combined entity’s board of directors. Accordingly, the Business Combination does not constitute the acquisition of a business for purposes of Financial Accounting Standards Board’s Accounting Standard Codification 805, “Business Combinations,” or ASC 805. As a result, the assets and liabilities of The Tile Shop and JWCAC will be carried at historical cost and TS Holdings will not record any step-up in basis or any intangible assets or goodwill as a result of the Business Combination. All direct costs of the Business Combination will be charged to operations in the period that such costs are incurred.

Redemption Rights (Pages 56 and 69)

Pursuant to JWCAC’s amended and restated certificate of incorporation, holders of public shares may elect to have their shares redeemed for cash by JWCAC at the applicable redemption price per share calculated in accordance with JWCAC’s amended and restated certificate of incorporation. As of the record date, this would have amounted to approximately $10.00 per share. If a holder exercises his or her redemption rights, then such holder will be exchanging its shares of JWCAC common stock for cash and will no longer own shares of JWCAC or be entitled to receive common stock of TS Holdings in connection with the Business Combination. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and deliver its shares (either physically or electronically) to JWCAC’s transfer agent prior to the special meeting of stockholders. It is a condition to closing under the Contribution and Merger Agreement that holders of no more than 5,500,000 shares of JWCAC common stock exercise their redemption rights. If the number of shares of JWCAC common stock properly tendered for redemption exceeds 4,000,000 shares, certain members of the Sponsor have agreed to purchase up to 1,500,000 shares of TS Holdings common stock from TS Holdings in a private placement, at a purchase price of $10.00 per share, in order to provide funds for the redemption of such tendered shares. See the section entitled “Special Meeting of JWCAC Stockholders — Redemption Rights” beginning on page 56 for the procedures to be followed if you wish to redeem your shares for cash.

Appraisal Rights (Pages 57 and 173)

Pursuant to Section 262 of the DGCL, appraisal rights will be available to JWCAC stockholders. As such, the shares of JWCAC common stock outstanding immediately prior to the effective time of the Business Combination and held by a holder who has not voted in favor of the Business Combination Proposal and who has delivered a written demand for appraisal of such shares in accordance with Section 262 of the DGCL, will not be converted into the right to receive common stock of TS Holdings, but such holder will be entitled to seek an appraisal of such shares under the DGCL unless and until the dissenting holder fails to perfect or withdraws or otherwise loses his or her right to appraisal and payment under the DGCL. If, after the effective time of the Business Combination, a dissenting stockholder fails to perfect or withdraws or loses his or her right to appraisal, his or her shares of JWCAC common stock will be treated as if they had been converted as of the effective time of the Business Combination into the right to receive common stock of TS Holdings. The full text of Section 262 of the DGCL is attached to this proxy statement/prospectus as Annex C.

Holders of public shares electing to exercise redemption rights will not be entitled to appraisal rights.

In JWCAC’s prospectus for its initial public offering, JWCAC identified general criteria that it believed would be important in evaluating prospective target businesses. In considering the Business Combination, JWCAC’s board concluded that The Tile Shop met all of the criteria.

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Comparison of Rights of Stockholders of JWCAC and TS Holdings (Page 160)

JWCAC and TS Holdings are incorporated under the laws of the State of Delaware. Upon consummation of the Business Combination, the stockholders of JWCAC will become stockholders of TS Holdings. TS Holdings’ certificate of incorporation differs from the certificate of incorporation governing the rights of the JWCAC stockholders. For a more complete description of the difference between the rights of the stockholders of JWCAC and the rights of stockholders of TS Holdings, see the section entitled “Comparison of Rights of Stockholders of JWCAC and TS Holdings” beginning on page 160.

Reasons for the Business Combination (Page 66)

JWCAC was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. In particular, JWCAC has sought to focus on the consumer products and specialty retail sectors.

In particular, the board considered the following positive factors, although not weighted or in any order of significance:

Industry Leading Position. The combination of The Tile Shop’s unique retail customer experience, broad assortment of products at attractive prices, exceptional customer service and vertically integrated supply chain provides a strong competitive position for The Tile Shop relative to competitors such as big box retailers and smaller tile distributors.
Attractive Growth Profile. The Tile Shop has a long track record of increasing net sales and earnings in multiple economic cycles through a combination of opening new retail stores and same store sales growth. Given the positive attributes of the business model, the highly fragmented marketplace in which The Tile Shop operates and its strong competitive positioning, The Tile Shop should be able to continue to open new stores in existing and new geographies and also continue to increase sales in existing retail stores.
Attractive New Store Economics. The Tile Shop has historically generated attractive cash on cash returns of 40% on investment in new stores, based on average adjusted four-wall contribution (store level operating profit before pre-opening costs and depreciation and amortization) during the first three years of operation divided by net cash investment (gross capital expenditures (net of tenant improvements) and inventory). A typical new store requires a net cash investment of approximately $1.4 million and achieves year one sales and adjusted four-wall contribution of approximately $1.9 million and $0.4 million, respectively, and year three sales and adjusted four-wall contribution of approximately $2.5 million and $0.7 million, respectively.
Strong Free Cash Flow Potential. The Tile Shop’s business model generates substantial earnings and free cash flow which should enable the company to execute its growth strategy with internally generated funds.
Experienced and Motivated Management Team. The Tile Shop’s management team has significant experience with the top three executives having been with The Tile Shop for more than two decades. In addition, The Tile Shop has a strong culture of commission-based selling in its retail stores, which results in a highly motivated organization.
Compelling Valuation. JWCAC management believes the valuation of the business combination represents a compelling valuation in comparison to publicly-traded specialty retailers.

Regulatory Matters (Page 88)

The Business Combination and the transactions contemplated by the Contribution and Merger Agreement are not subject to any additional federal or state regulatory requirements or approvals, except for the SEC declaring effective TS Holdings’ registration statement of which this proxy statement/prospectus is a part, and filings with the State of Delaware necessary to effectuate the Business Combination.

THE CHARTER AMENDMENT PROPOSAL (Page 96)

JWCAC’s amended and restated certificate of incorporation currently provides that it must have consummated a business combination by August 23, 2012, or else cease operations and redeem its public

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shares. As this date is so close to the date of the special meeting, JWCAC’s has deemed it advisable to seek to postpone this date to August 30, 2012 in order to provide additional time to close the Business Combination. If the requisite stockholder approval is received for the Business Combination Proposal and the Charter Amendment Proposal, an amendment to JWCAC’s amended and restated certificate of incorporation will be filed with the Delaware Secretary of State immediately after such approval. See the section entitled “Proposals to be Considered by JWCAC Stockholders — The Charter Amendment Proposal” beginning on page 96 for additional information.

THE ADJOURNMENT PROPOSAL (Page 97)

If, based on the tabulated vote, there are not sufficient votes at the time of the special meeting of stockholders to permit JWCAC to consummate the Business Combination (because the Business Combination Proposal or Charter Amendment Proposal is not approved by the requisite vote of holders of JWCAC common stock) the Adjournment Proposal allows JWCAC’s board of directors to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation of proxies. See the section entitled “Proposals to be Considered by JWCAC Stockholders — The Adjournment Proposal” beginning on page 97 for additional information.

THE SPECIAL MEETING OF STOCKHOLDERS

Date, Time and Place of special meeting of stockholders (Page 54)

The special meeting of stockholders of JWCAC will be held at 10:00 a.m. Eastern time, on August    , 2012, at the offices of McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date (Page 54)

You will be entitled to vote or direct votes to be cast at the special meeting of stockholders if you owned shares of JWCAC common stock at the close of business on              , 2012, which is the record date for the special meeting of stockholders. You are entitled to one vote for each share of JWCAC common stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. JWCAC warrants do not have voting rights. On the record date, there were 14,534,884 shares of JWCAC common stock outstanding, of which 12,500,000 are public shares and 2,034,884 are founder shares held by the JWCAC founders which were acquired prior to the initial public offering.

Vote of JWCAC Founders (Page 54)

As of the record date for the special meeting, JWCAC founders owned an aggregate of approximately 14% of the outstanding shares of JWCAC common stock, consisting of 2,034,884 shares which were purchased prior to JWCAC’s initial public offering. JWCAC founders have not purchased any shares during or after JWCAC’s initial public offering.

In connection with the initial public offering, JWCAC and Citigroup Global Markets, the representative of the underwriters of the initial public offering, entered into agreements with each of the JWCAC founders pursuant to which the JWCAC founders agreed to (i) vote their shares acquired prior to JWCAC’s initial public offering in accordance with the vote of the majority in interest of all other JWCAC stockholders with respect to the Business Combination Proposal and (ii) vote their shares acquired during and after JWCAC’s initial public offering in favor of the Business Combination Proposal.

Quorum and Required Vote for Stockholder Proposals (Page 54)

A quorum of JWCAC stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the common stock outstanding and entitled to vote at the special meeting of stockholders is represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

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The Business Combination Proposal requires the affirmative vote of a majority of the shares of JWCAC common stock entitled to vote at the special meeting of stockholders. The Charter Amendment Proposal requires the affirmative vote of 65% of the shares of JWCAC common stock entitled to vote at the special meeting of stockholders. Accordingly, a JWCAC stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting, or the failure of a JWCAC stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have the same effect as a vote “AGAINST” the Business Combination Proposal and Charter Amendment Proposal.

The approval of Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of JWCAC common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, while the failure of a JWCAC stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee and shares not in attendance at the special meeting will have no effect on the outcome of any vote on the Adjournment Proposal. The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the shares of JWCAC common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders.

Recommendation to JWCAC Stockholders (Page 55)

JWCAC’s board of directors believes that each of the Business Combination Proposal, the Charter Amendment Proposal, and the Adjournment Proposal to be presented at the special meeting of stockholders is in the best interests of JWCAC and its stockholders, and unanimously recommends that its stockholders vote “FOR” each of the proposals.

When you consider the recommendation of JWCAC’s board of directors in favor of approval of the Business Combination, you should keep in mind that JWCAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

the continued right of the JWCAC founders to hold common stock in TS Holdings following conversion of the JWCAC common stock, subject to the lock-up agreements;
the continued right of the JWCAC founders to hold warrants to purchase shares of TS Holdings common stock;
the sale of public warrants to the Sellers pursuant to the terms of the Contribution and Merger Agreement;
the retention of two officers of JWCAC as directors of TS Holdings; and
the continued indemnification of current directors and officers of JWCAC under the Contribution and Merger Agreement and the continuation of directors’ and officers’ liability insurance after the Business Combination.

RISK FACTORS (Page 32)

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

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
OF THE TILE SHOP

The following table sets forth selected historical financial information derived from (i) The Tile Shop’s unaudited financial statements included elsewhere in this proxy statement/prospectus as of and for the three months ended March 31, 2012 and 2011, (ii) The Tile Shop’s audited financial statements included elsewhere in this proxy statement/prospectus as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009 and (iii) The Tile Shop’s audited financial statements not included in this report as of December 31, 2009, 2008 and 2007 and for the years ended December 31, 2008 and 2007. You should read the following selected financial data in conjunction with the section entitled “The Tile Shop’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

             
  As of March 31, or for the three months ended March 31 (unaudited),   As of December 31, or for the year ended December 31,
     2012   2011   2011   2010   2009   2008   2007
     (in thousands, except share and per share amounts)
Statement of Income Data
                                                              
Net sales   $ 45,861     $ 37,875     $ 152,717     $ 135,340     $ 116,247     $ 118,960     $ 111,607  
Cost of sales     12,173       9,480       40,321       36,124       31,706       34,001       33,588  
Gross profit     33,688       28,395       112,396       99,216       84,541       84,959       78,019  
Selling, general and administrative expenses     23,224       19,139       79,783       68,555       60,171       61,582       58,689  
Income from operations     10,464       9,256       32,613       30,661       24,370       23,377       19,330  
Other income (expense)     (83 )      (75 )      (520 )      (343 )      (472 )      83       (409 ) 
Provision for income taxes     248       212       733       609       675       724       461  
Net income   $ 10,133     $ 8,969     $ 31,360     $ 29,709     $ 23,223     $ 22,736     $ 18,460  
Earnings per unit   $ 0.26     $ 0.23     $ 0.80     $ 0.76     $ 0.59     $ 0.58     $ 0.47  
Weighted average units outstanding     38,800       39,200       39,113       39,200       39,200       39,200       39,200  
Balance Sheet Data
                                                              
Cash and cash equivalents   $ 15,359     $ 17,350     $ 6,283     $ 14,117     $ 17,850     $ 3,631     $ 638  
Inventories     41,928       39,357       43,744       35,358       26,342       28,046       22,891  
Total assets     131,169       118,038       119,005       108,890       93,954       80,225       78,873  
Total debt and capital lease obligations, including current maturities     4,753       5,467       4,853       5,582       4,574       5,035       5,562  
Total members’ equity     79,061       72,675       75,147       69,437       62,000       49,586       39,084  
Working capital     35,339       37,571       34,852       34,895       31,851       18,949       9,980  
Cash Flow Data
                                         
Net cash provided by operating activities
  $ 19,836     $ 12,218     $ 34,723     $ 32,461     $ 34,729     $ 25,156     $ 27,885  
Net cash used in investing activities     (6,469 )      (3,139 )      (18,561 )      (14,376 )      (8,267 )      (9,435 )      (12,928 ) 
Net cash used in financing activities     (4,293 )      (5,846 )      (23,994 )      (21,819 )      (12,243 )      (12,728 )      (14,330 ) 
Other Selected Financial Data (unaudited)
                                                              
Adjusted EBITDA(1)   $ 13,872     $ 11,651     $ 42,602     $ 38,472     $ 31,576     $ 30,818     $ 25,832  
Adjusted EBITDA margin(1)     30.2 %      30.8 %      27.9 %      28.4 %      27.2 %      25.9 %      23.1 % 
Gross margin(2)     73.5 %      75.0 %      73.6 %      73.3 %      72.7 %      71.4 %      69.9 % 
Operating income margin(3)     22.8 %      24.4 %      21.4 %      22.7 %      21.0 %      19.7 %      17.3 % 
Same stores sales growth(4)     9.9 %      6.6 %      6.4 %      11.4 %      (4.6 )%      (3.4 )%      3.4 % 
Average ticket sales(5)   $ 246     $ 233     $ 249     $ 234     $ 227     $ 239     $ 233  

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(1) The Tile Shop calculates Adjusted EBITDA by taking GAAP net income and adding interest expense, income taxes, depreciation and amortization and stock-based compensation. Adjusted EBITDA margin is equal to Adjusted EBITDA divided by net sales. The Tile Shop believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to The Tile Shop’s financial condition and results of operations. The Tile Shop’s management uses these non-GAAP measures to compare the company’s performance to that of prior periods for trend analyses, for purposes of determining management incentive compensation, and for budgeting and planning purposes. These measures are used in monthly financial reports prepared for management and The Tile Shop’s board of managers. The Tile Shop believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the company’s financial measures with other specialty retailers, many of which present similar non-GAAP financial measures to investors.

Management of The Tile Shop does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in The Tile Shop’s consolidated financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. The Tile Shop urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures and not to rely on any single financial measure to evaluate The Tile Shop’s business.

             
  Three Months Ended   Years Ended December 31,
     2012   2011   2011   2010   2009   2008   2007
Net income   $ 10,133     $ 8,969     $ 31,360     $ 29,709     $ 23,223     $ 22,736     $ 18,460  
Interest expense     90       101       443       467       545       592       972  
Income taxes     248       212       733       609       675       724       461  
Depreciation and amortization     2,241       2,133       8,651       7,237       7,013       6,506       5,789  
Stock-based compensation     1,160       236       1,415       450       120       260       150  
Adjusted EBITDA   $ 13,872     $ 11,651     $ 42,602     $ 38,472     $ 31,576     $ 30,818     $ 25,832  
(2) Gross margin is gross profit divided by net sales.
(3) Operating income margin is income from operations divided by net sales.
(4) Same store sales growth is the percentage change in sales of comparable stores period over period. A store is considered comparable on the first day of the 13th month of operation. Same store sales growth amounts include total charges to customers less any actual returns. The Tile Shop does not include estimated return provisions or sale allowances in the same store sales calculation, as return reserves are calculated on a consolidated level, and the analysis does not include website sales. Same store sales data reported by other companies may be prepared on a different basis and therefore may not be useful for purposes of comparing The Tile Shop’s results to those of other businesses.
(5) Average ticket sales are net sales divided by the number of sales for the period.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF JWCAC

The following table sets forth selected historical financial information derived from JWCAC’s (i) unaudited financial statements included elsewhere in this proxy statement/prospectus as of March 31, 2012 and for the three months ended March 31, 2012 and 2011, and (ii) audited financial statements included elsewhere in this proxy statement/prospectus as of and for the year ended December 31, 2011 and for the period from July 22, 2010 (date of inception) through December 31, 2010 and (iii) unaudited financial statements not included in this report as of March 31, 2011. You should read the following selected financial data in conjunction with the section entitled “JWCAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

       
  As of March 31, 2012 or for the three months ended March 31, 2012   As of March 31,
2011 or for the three months ended March 31,
2011
  As of December 31,
2011 or for the year
ended December 31,
2011
  As of December 31, 2010 or for the period July 22, 2010 (inception) to December 31, 2010
Statement of Operations Data:
                                   
Operating expenses:
                                   
Other general and administrative expenses   $ 232,582     $ 196,873     $ 636,726     $ 50,341  
Loss from operations before other income and income tax expense     (232,582 )      (196,873 )      (636,726 )      (50,341 ) 
Other income (expense):
                                   
Interest income     60,562       41,587       157,297       16,373  
Loss before income tax expense     (172,020 )      (155,286 )      (479,429 )      (33,968 ) 
Income tax expense                        
Net loss   $ (172,020 )    $ (155,286 )    $ (479,429 )    $ (33,968 ) 
Loss per common share:                                    
Basic and diluted   $ (0.01 )    $ (0.01 )    $ (0.03 )    $ (0.01 ) 
Weighted average shares outstanding:
                                   
Basic and diluted     14,534,884       14,558,891       14,540,738       5,617,533  
Balance Sheet Data:
                                   
Cash and cash equivalents   $ 359,686     $ 589,109     $ 416,255     $ 865,355  
Cash equivalents/investments held in trust   $ 125,021,283     $ 125,007,960     $ 125,123,670     $ 124,966,373  
Total assets   $ 125,432,444     $ 125,771,133     $ 125,622,082     $ 126,036,432  
Common stock subject to possible redemption (at redemption value): 11,575,375 and 11,624,992 shares at March 31, 2012 and 2011 respectively, and 11,592,577 shares and 11,640,520 shares at December 31, 2011 and 2010, respectively   $ 115,753,750     $ 116,249,920     $ 115,925,770     $ 116,405,200  
Total stockholders' equity   $ 5,000,010     $ 5,000,003     $ 5,000,010     $ 5,000,009  
Cash Flow Data:
                                   
Net cash (used in) operating activities   $ (158,956 )    $ (234,659 )    $ (291,803 )    $ (142,323 ) 
Net cash provided by (used in) investing activities   $ 102,387     $ (41,587 )    $ (157,297 )    $ (124,966,373 ) 
Net cash provided by financing activities   $     $     $     $ 125,974,051  

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The selected unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2012 and the year ended December 31, 2011 give pro forma effect to the Business Combination as if it had occurred on January 1, 2011. The unaudited pro forma condensed combined balance sheet as of March 31, 2012 gives pro forma effect to the Business Combination as if it had occurred on such date. The unaudited pro forma condensed combined statements of operations and balance sheet are based on the historical financial statements of The Tile Shop and JWCAC for the three months ended March 31, 2012 and the year ended December 31, 2011.

The historical financial information has been adjusted to give effect to pro forma events that are related and/or directly attributable to the Business Combination, are factually supportable and, in the case of the unaudited pro forma statement of operations data, are expected to have a continuing impact on the combined results. The adjustments presented on the unaudited pro forma condensed combined financial information have been identified and presented in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Business Combination.

This information should be read together with the consolidated financial statements of The Tile Shop and the notes thereto, the financial statements of JWCAC and the notes thereto, the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “The Tile Shop’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “JWCAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial statements have been prepared using the assumptions below with respect to the number of outstanding shares of JWCAC common stock:

Assuming No Redemption:  This presentation assumes that no JWCAC stockholders exercise redemption rights with respect to their shares of JWCAC common stock into a pro rata portion of the trust account; and
Assuming Maximum Redemption:  This presentation assumes that JWCAC stockholders exercise their right to redeem a maximum of 5,500,000 shares. JWCAC has no specified maximum redemption threshold. It is a condition to closing under the Contribution and Merger Agreement, however, that holders of no more than 5,500,000 public shares exercise their redemption rights.

The Tile Shop is considered to be the acquirer for accounting purposes because it will obtain effective control of JWCAC. The Tile Shop does not have a change in control since The Tile Shop’s operations will comprise the ongoing operations of the combined entity, its senior management will serve as the senior management of the combined entity, and its former equity owners will own a majority voting interest in the combined entity and be able to elect a majority of the combined entity’s board of directors. Accordingly, the Business Combination does not constitute the acquisition of a business for purposes of Financial Accounting Standards Board’s Accounting Standard Codification 805, “Business Combinations,” or ASC 805. As a result, the assets and liabilities of The Tile Shop and JWCAC will be carried at historical cost and TS Holdings will not record any step-up in basis or any intangible assets or goodwill as a result of the Business Combination. All direct costs of the Business Combination will be charged to operations in the period that such costs are incurred.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is subject to a number of uncertainties and assumptions and does not purport to represent what the companies’ actual performance or financial position would have been had the transaction occurred on the dates indicated and does not purport to indicate the financial position or results of operations as of any future date or for any future period.

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TS Holdings

Unaudited Pro Forma Condensed Combined Statement of Operations Data for the three months ended March 31, 2012

   
  Combined
pro forma
(assuming no redemption)
  Combined
pro forma
(assuming maximum redemption)
Net sales   $ 45,861,120     $ 45,861,120  
Cost of sales     12,172,564       12,172,564  
Gross profit     33,688,556       33,688,556  
Selling, general and administrative expenses     23,712,836       23,712,836  
Income from operations     9,975,720       9,975,720  
Other expenses (income), net     (16,684 )      (7,309 ) 
Interest expense     782,880       782,880  
Income before income taxes     9,209,524       9,200,149  
Provision for income taxes     3,683,809       3,680,059  
Net income   $ 5,525,715     $ 5,520,090  
Earnings per share – basic and diluted   $ 0.13     $ 0.13  
Weighted average number of shares outstanding – 
basic and diluted
    44,034,884       42,534,884  

Unaudited Pro Forma Condensed Combined Statement of Operations Data for the year ended December 31, 2011

   
  Combined
pro forma
(assuming no redemption)
  Combined
pro forma
(assuming maximum redemption)
Net sales   $ 152,717,010     $ 152,717,010  
Cost of sales     40,320,790       40,320,790  
Gross profit     112,396,220       112,396,220  
Selling, general and administrative expenses     81,443,181       81,443,181  
Income from operations     30,953,039       30,953,039  
Interest expense     3,212,910       3,212,910  
Other expenses, net     39,321       76,821  
Income before income taxes     27,700,808       27,663,308  
Provision for income taxes     11,080,323       11,065,323  
Net income   $ 16,620,485     $ 16,597,985  
Earnings per share – basic and diluted   $ 0.38     $ 0.39  
Weighted average number of shares outstanding – 
basic and diluted
    44,034,884       42,534,884  

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TS Holdings

Unaudited Pro Forma Condensed Combined Balance Sheet Data as of March 31, 2012

   
  Combined pro forma
(assuming no redemption)
  Combined pro forma
(assuming maximum redemption)
Cash and cash equivalents   $ 15,380,969     $ 380,969  
Total assets     177,202,391       162,202,391  
Total current liabilities     28,121,984       28,121,984  
Total long-term liabilities     95,407,490       95,407,490  
Total shareholders’ equity     53,672,917       38,672,917  
Total liabilities and shareholders’ equity     177,202,391       162,202,391  

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COMPARATIVE SHARE INFORMATION

The following table sets forth selected historical equity ownership information for JWCAC and The Tile Shop and unaudited pro forma combined per share ownership information after giving effect to the Business Combination, assuming (i) that no holders of public shares exercise their redemption rights and (ii) that holders of 5,500,000 public shares exercise their redemption rights. JWCAC has no specified maximum redemption threshold. It is a condition to closing under the the Contribution and Merger Agreement, however, that holders of no more than 5,500,000 public shares exercise their redemption rights. JWCAC is providing this information to aid you in your analysis of the financial aspects of the Business Combination. The historical information should be read in conjunction with “Selected Historical Consolidated Financial Information of The Tile Shop,” and “Selected Historical Financial Information of JWCAC” included elsewhere in this proxy statement/prospectus and the historical consolidated and combined financial statements of JWCAC and The Tile Shop and the related notes thereto included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement/prospectus.

The Tile Shop is considered to be the acquirer for accounting purposes because it will obtain effective control of JWCAC. The Tile Shop does not have a change in control since The Tile Shop’s operations will comprise the ongoing operations of the combined entity, its senior management will serve as the senior management of the combined entity, and its former equity owners will own a majority voting interest in the combined entity and be able to elect a majority of the combined entity’s board of directors. Accordingly, the Business Combination does not constitute the acquisition of a business for purposes of Financial Accounting Standards Board’s Accounting Standard Codification 805, “Business Combinations,” or ASC 805. As a result, the assets and liabilities of The Tile Shop and JWCAC will be carried at historical cost and TS Holdings will not record any step-up in basis or any intangible assets or goodwill as a result of the Business Combination. All direct costs of the Business Combination will be charged to operations in the period that such costs are incurred.

The unaudited pro forma combined per share information does not purport to represent what the actual results of operations of JWCAC, TS Holdings, and The Tile Shop would have been had the Business Combination been completed or to project JWCAC’s, TS Holdings’ or The Tile Shop’s results of operations that may be achieved after the Business Combination. The unaudited pro forma book value per share information below does not purport to represent what the value of JWCAC, TS Holdings, and The Tile Shop would have been had the Business Combination been completed nor the book value per share for any future date or period.

Consolidated Per Share Information

         
  JWCAC   TS Holdings   The Tile Shop   Pro Forma Assuming No Redemption   Pro Forma Assuming Maximum Redemption
                    (unaudited)
Year Ended December 31, 2011
                                            
Basic and diluted earnings (loss) per share   $ (0.03 )      N/A     $ 0.80     $ 0.38     $ 0.39  
Book value per share at December 31, 2011   $ 0.34       N/A     $ 1.94     $ 0.81     $ 0.49  
Three Months Ended
March 31, 2012
                                            
Basic and diluted earnings (loss) per share   $ (0.01 )      N/A     $ 0.26     $ 0.13     $ 0.13  
Book value per share at
March 31, 2012
  $ 0.34       N/A     $ 2.04     $ 1.22     $ 0.91  

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, you should carefully consider the following risk factors in deciding whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus.

Risks Related to The Tile Shop

The following risk factors apply to the business and operations of The Tile Shop and also will apply to the business and operations of TS Holdings following the completion of the Business Combination. Any of the risk factors described below could significantly and adversely affect The Tile Shop’s business, prospects, sales, revenues, gross profit, cash flows, financial condition, and results of operations.

The Tile Shop’s business is dependent on general economic conditions in its markets.

The Tile Shop’s revenues depend, in part, on discretionary spending by its customers. Pressure on discretionary income brought on by economic downturns and slow recoveries, including housing market declines, rising energy prices, and weak labor markets, may cause consumers to reduce the amount they spend on discretionary items. If recovery from the economic downturn continues to be slow or prolonged, The Tile Shop’s growth, prospects, results of operations, cash flows, and financial condition could be adversely impacted. General economic conditions and discretionary spending are beyond The Tile Shop’s control and are affected by, among other things:

consumer confidence in the economy;
unemployment trends;
consumer debt levels;
consumer credit availability;
the housing market;
gasoline and fuel prices;
interest rates and inflation;
price deflation, including due to low-cost imports;
slower rates of growth in real disposable personal income;
natural disasters;
national security concerns;
tax rates and tax policy; and
other matters that influence consumer confidence and spending.

Increasing volatility in financial markets may cause some of the above factors to change with an even greater degree of frequency and magnitude than in the past.

The Tile Shop’s ability to grow and remain profitable may be limited by direct or indirect competition in the retail tile industry, which is highly competitive.

The retail tile industry in the United States is highly competitive. Participants in the tile industry compete primarily based on product variety, customer service, store location, and price. There can be no assurance that The Tile Shop will be able to continue to compete favorably with The Tile Shop’s competitors in these areas. The Tile Shop’s store competitors include large national home centers (such as Home Depot and Lowe’s), regional and local specialty retailers of tile (such as Tile America, World of Tile, Century Tile, and Floor and Décor), factory direct stores (such as Dal-Tile and Florida Tile) and privately-owned, single-site stores. The Tile Shop also competes indirectly with companies that sell other types of floor coverings, including wood floors, carpet, and vinyl sheet. In the past, The Tile Shop has faced periods of heightened competition that materially affected its results of operations. Certain of The Tile Shop’s competitors have greater name

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recognition, longer operating histories, more varied product offerings, and substantially greater financial and other resources than The Tile Shop. Accordingly, The Tile Shop may face periods of intense competition in the future that could have a material adverse effect on The Tile Shop’s planned growth and future results of operations. In addition, the barriers to entry into the retail tile industry are relatively low. New or existing retailers could enter The Tile Shop’s markets and increase the competition that The Tile Shop faces. In addition, manufacturers and vendors of tile and related products, including those whose products The Tile Shop currently sells, could enter the U.S. retail tile market and start directly competing with The Tile Shop. Competition in existing and new markets may also prevent or delay The Tile Shop’s ability to gain relative market share. Any of the developments described above could have a material adverse effect on The Tile Shop’s planned growth and future results of operations.

If The Tile Shop fails to successfully manage the challenges its planned growth poses or encounters unexpected difficulties during its expansion, its revenues and profitability could be materially adversely affected.

One of The Tile Shop’s long term objectives is to increase revenues and profitability through market share leadership. The Tile Shop’s ability to achieve market share leadership, however, is contingent upon its ability to open new stores and achieve operating results in new stores at the same level as its similarly situated current stores. There can be no assurance, that The Tile Shop will be able to open stores in new markets at the rate required to achieve market leadership in such markets, identify and obtain favorable store sites, arrange favorable leases for stores, or obtain governmental and other third-party consents, permits, and licenses needed to open or operate stores in a timely manner, train and hire a sufficient number of qualified managers for new stores, attract a strong customer base and brand familiarity in new markets, or successfully compete with established retail tile stores in the new markets The Tile Shop enters. Failure to open new stores in an effective and cost-efficient manner could place The Tile Shop at a competitive disadvantage as compared to retailers who are more adept than The Tile Shop at managing these challenges, which, in turn, could negatively affect The Tile Shop’s overall operating results.

The Tile Shop’s same store sales fluctuate due to a variety of economic, operating, industry and environmental factors and may not be a fair indicator of The Tile Shop’s overall performance.

The Tile Shop’s same store sales have experienced fluctuations, which can be expected to continue. Numerous factors affect The Tile Shop’s same store sales results, including among others, the timing of new and relocated store openings, the relative proportion of new and relocated stores to mature stores, cannibalization resulting from the opening of new stores in existing markets, changes in advertising and other operating costs, the timing and level of markdowns, changes in The Tile Shop’s product mix, weather conditions, retail trends, the retail sales environment, economic conditions, inflation, the impact of competition, and The Tile Shop’s ability to execute its business strategy efficiently. As a result, same store sales or operating results may fluctuate, and may cause the price of The Tile Shop’s common stock to fluctuate significantly. Therefore, The Tile Shop believes that period-to-period comparisons of The Tile Shop’s same store sales may not be a fair indicator of its overall operating performance.

The Tile Shop intends to aggressively open additional stores in its existing markets, which may diminish sales by existing stores in those markets and strain its ability to find qualified personnel or divert The Tile Shop’s resources from its existing stores, negatively affecting its overall operating results.

The Tile Shop’s expansion strategy includes plans to aggressively open additional stores in its existing markets. Because The Tile Shop’s stores typically draw customers from their local areas, additional stores may draw customers away from nearby existing stores and may cause same store sales performance at those existing stores to decline, which may adversely affect The Tile Shop’s overall operating results. In addition, The Tile Shop’s ability to open additional stores will be dependent on The Tile Shop’s ability to promote and/or recruit enough qualified field managers, store managers, assistant store managers and sales associates. The time and effort required to train and supervise a large number of new managers and associates and integrate them into The Tile Shop’s culture may divert resources from The Tile Shop’s existing stores. If The Tile Shop is unable to profitably open additional stores in existing markets and limit the adverse impact of those new stores on existing stores, it may reduce The Tile Shop’s same store sales and overall operating results during the implementation of its expansion strategy.

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The Tile Shop’s expansion strategy will be dependent upon, and limited by, the availability of adequate capital.

The Tile Shop’s expansion strategy will require additional capital for, among other purposes, opening new stores and entering new markets. Such capital expenditures will include researching real estate and consumer markets, lease, inventory, property and equipment costs, integration of new stores and markets into company-wide systems and programs, and other costs associated with new stores and market entry expenses and growth. If cash generated internally is insufficient to fund capital requirements, The Tile Shop will require additional debt or equity financing. Adequate financing may not be available or, if available, may not be available on terms satisfactory to it. In addition, any credit facility that The Tile Shop may obtain may provide a limit on the amount of capital expenditures it may make annually. If The Tile Shop fails to obtain sufficient additional capital in the future or it is unable to make capital expenditures under its credit facilities, The Tile Shop could be forced to curtail its expansion strategies by reducing or delaying capital expenditures relating to new stores and new market entry. As a result, there can be no assurance that The Tile Shop will be able to fund its current plans for the opening of new stores or entry into new markets.

The Tile Shop depends on a number of suppliers, and any failure by any of them to supply it with products may impair The Tile Shop’s inventory and adversely affect The Tile Shop’s ability to meet customer demands, which could result in a decrease in revenues and/or gross margin.

The Tile Shop’s current suppliers may not continue to sell products to it on acceptable terms or at all, and The Tile Shop may not be able to establish relationships with new suppliers to ensure delivery of products in a timely manner or on terms acceptable to it. The Tile Shop does not have long-term contractual supply agreements with its suppliers which obligate them to supply The Tile Shop with products at specified quantities or prices. The Tile Shop may not be able to acquire desired merchandise in sufficient quantities on terms acceptable to it in the future. The Tile Shop is also dependent on suppliers for assuring the quality of merchandise supplied to it. The Tile Shop’s inability to acquire suitable merchandise in the future or the loss of one or more of its suppliers and its failure to replace them may harm The Tile Shop’s relationship with its customers and its ability to attract new customers, resulting in a decrease in net sales.

The Tile Shop sources the approximately 4,000 products it stocks and sells from over 100 domestic and international vendors. The Tile Shop sources a large number of those products from foreign manufacturers including approximately 55% of The Tile Shop’s products from a group of 10 suppliers located primarily in Asia. The Tile Shop generally takes title to these products overseas and is responsible for arranging shipment to its distribution centers. Financial instability among key vendors, political instability, trade restrictions, tariffs, currency exchange rates, and transport capacity and costs are beyond The Tile Shop’s control and could negatively impact The Tile Shop’s business if they seriously disrupt the movement of products through The Tile Shop’s supply chain or increased the costs of its products.

If The Tile Shop’s suppliers do not use ethical business practices or comply with applicable laws and regulations, its reputation could be harmed due to negative publicity and The Tile Shop could be subject to legal risk.

The Tile Shop does not control the operations of its suppliers. Accordingly, The Tile Shop cannot guarantee that its suppliers will comply with applicable environmental and labor laws and regulations or operate in a legal, ethical, and responsible manner. Violation of environmental, labor or other laws by The Tile Shop’s suppliers or their failure to operate in a legal, ethical and responsible manner, could reduce demand for its products if, as a result of such violation or failure, The Tile Shop attracts negative publicity. Further, such conduct could expose The Tile Shop to legal risks as a result of the purchase of products from non-compliant suppliers.

If customers are unable to obtain third-party financing at satisfactory rates, sales of The Tile Shop’s products could be materially adversely affected.

The Tile Shop’s business, financial condition, and results of operations have been, and may continue to be affected, by various economic factors. Deterioration in the current economic environment could lead to reduced consumer and business spending, including by The Tile Shop’s customers. It may also cause

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customers to shift their spending to products that The Tile Shop either does not sell or that generate lower profitably for The Tile Shop. Further, reduced access to credit may adversely affect that ability of consumers to purchase The Tile Shop’s products. This potential reduction in access to credit may include The Tile Shop’s ability to offer customers credit card financing through third party credit providers on terms similar to those offered currently, or at all. In addition, economic conditions, including decreases in access to credit, may result in financial difficulties leading to restructuring, bankruptcies, liquidations and other unfavorable events for The Tile Shop’s customers, which may adversely impact The Tile Shop’s industry, business, and results of operations.

Any failure by The Tile Shop to successfully anticipate consumer trends may lead to loss of consumer acceptance of its products, resulting in reduced revenues.

The Tile Shop’s success depends on its ability to anticipate and respond to changing trends and consumer demands in a timely manner. If The Tile Shop fails to identify and respond to emerging trends, consumer acceptance of The Tile Shop’s merchandise and its image with current or potential customers may be harmed, which could reduce its revenues. Additionally, if The Tile Shop misjudges market trends, it may significantly overstock unpopular products and be forced to reduce the sales price of such products, which would have a negative impact on The Tile Shop’s gross profit and cash flow. Conversely, shortages of products that prove popular could also reduce The Tile Shop’s revenues.

The Tile Shop depends on a few key employees, and if it loses the services of certain of its principal executive officers, it may not be able to run its business effectively.

The Tile Shop’s future success depends in part on its ability to attract and retain key executive, merchandising, marketing, and sales personnel. The Tile Shop’s executive officers include Robert Rucker, The Tile Shop’s President and Chief Executive Officer; Carl Randazzo, The Tile Shop’s Senior Vice President — Retail; and Joseph Kinder, The Tile Shop’s Senior Vice President — Operations. The Tile Shop has employment and non-compete arrangements with each of Messrs. Rucker, Randazzo and Kinder. If any of these executive officers ceases to be employed by The Tile Shop, it would have to hire additional qualified personnel. The Tile Shop’s ability to successfully hire other experienced and qualified executive officers cannot be assured, and may be difficult because The Tile Shop faces competition for these professionals from its competitors, its suppliers and other companies operating in its industry. As a result, the loss or unavailability of any of The Tile Shop’s executive officers could have a material adverse effect on it.

The Tile Shop intends to enter into a credit facility following completion of the Business Combination. The failure to obtain this additional debt and/or the burden of this additional debt could adversely affect The Tile Shop, make it more vulnerable to adverse economic or industry conditions, and prevent it from fulfilling its debt obligations or from funding its expansion strategy.

In connection with the Business Combination, The Tile Shop will issue promissory notes in an aggregate principal amount of $80 million less the amount of indebtedness (including capitalized lease obligations) and deferred compensation costs of The Tile Shop at closing. The Tile Shop intends to enter into a credit facility with a national banking institution for approximately $75 million, including a term loan of $50 million and a revolving credit facility of $25 million, following completion of the Business Combination. If The Tile Shop is unable to obtain such a credit facility and is therefore unable to repay the promissory notes when due, this will have a material adverse effect on The Tile Shop. In addition, the incurrence of the indebtedness needed to repay the promissory notes could have serious consequences on The Tile Shop, such as:

limiting The Tile Shop’s ability to obtain additional financing to fund its working capital, capital expenditures, debt service requirements, expansion strategy, or other needs;
placing The Tile Shop at a competitive disadvantage compared to competitors with less debt;
increasing The Tile Shop’s vulnerability to, and reducing The Tile Shop’s flexibility in planning for, adverse changes in economic, industry and competitive conditions; and
increasing The Tile Shop’s vulnerability to increases in interest rates if borrowings under the credit facility are subject to variable interest rates.

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The Tile Shop’s credit facility may also contain negative covenants that limit The Tile Shop’s ability to engage in specified types of transactions. These covenants may limit The Tile Shop’s ability to, among other things:

incur indebtedness;
create liens;
engage in mergers or consolidations;
sell assets (including pursuant to sale and leaseback transactions);
pay dividends and distributions or repurchase The Tile Shop’s capital stock;
make investments, acquisitions, loans, or advances;
make capital expenditures;
repay, prepay, or redeem certain indebtedness;
engage in certain transactions with affiliates;
enter into agreements limiting subsidiary distributions;
enter into agreements limiting the ability to create liens;
amend material agreements governing certain indebtedness; and
change The Tile Shop’s lines of business.

A breach of any of these covenants could result in an event of default under The Tile Shop’s credit facility. Upon the occurrence of an event of default, the lender could elect to declare all amounts outstanding under such facility to be immediately due and payable and terminate all commitments to extend further credit, or seek amendments to The Tile Shop’s debt agreements that would provide for terms more favorable to such lender and that The Tile Shop may have to accept under the circumstances. If The Tile Shop were unable to repay those amounts, the lender under The Tile Shop’s credit facility could proceed against the collateral granted to them to secure that indebtedness.

If The Tile Shop fails to hire, train and retain qualified managers, sales associates, and other employeess, its superior customer service could be compromised and it could lose sales to its competitors.

A key element of The Tile Shop’s competitive strategy is to provide product expertise to its customers through its extensively trained, commissioned sales associates. If The Tile Shop is unable to attract and retain qualified personnel and managers as needed in the future, including qualified sales personnel, its level of customer service may decline, which may decrease its revenues and profitability.

If The Tile Shop is unable to renew or replace current store leases or if it is unable to enter into leases for additional stores on favorable terms, or if one or more of its current leases are terminated prior to expiration of their stated term, and it cannot find suitable alternate locations, The Tile Shop’s growth and profitability could be negatively impacted.

The Tile Shop currently leases all of its store locations. Many of The Tile Shop’s current leases provide for The Tile Shop’s unilateral option to renew for several additional rental periods at specific rental rates. The Tile Shop’s ability to re-negotiate favorable terms on an expiring lease or to negotiate favorable terms for a suitable alternate location, and its ability to negotiate favorable lease terms for additional store locations, could depend on conditions in the real estate market, competition for desirable properties, its relationships with current and prospective landlords, or on other factors that are not within its control. Any or all of these factors and conditions could negatively impact The Tile Shop’s growth and profitability.

Compliance with laws or changes in existing or new laws and regulations or regulatory enforcement priorities could adversely affect The Tile Shop’s business.

The Tile Shop must comply with various laws and regulations at the local, regional, state, federal, and international levels. These laws and regulations change frequently and the changes can impose significant

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costs and other burdens of compliance on The Tile Shop’s business and The Tile Shop’s vendors. Any changes in regulations, the imposition of additional regulations, or the enactment of any new legislation that affect employment/labor, trade, product safety, transportation/logistics, energy costs, health care, tax or environmental issues, or compliance with Foreign Corrupt Practices Act, could have an adverse impact on The Tile Shop’s financial condition and results of operations. Changes in enforcement priorities by governmental agencies charged with enforcing existing laws and regulations can increase The Tile Shop’s cost of doing business.

The Tile Shop may also be subject to audits by various taxing authorities. Changes in tax laws in any of the multiple jurisdictions in which it operates, or adverse outcomes from tax audits that it may be subject to in any of the jurisdictions in which it operates, could result in an unfavorable change in The Tile Shop’s effective tax rate, which could have an adverse effect on its business and results of operations.

As The Tile Shop’s stores are generally concentrated in the mid-western and mid-Atlantic regions of the United States, The Tile Shop is subject to regional risks.

The Tile Shop has a high concentration of stores in the mid-western and mid-Atlantic regions. If these markets individually or collectively suffer an economic downturn or other significant adverse event, there could be an adverse impact on same store sales, revenues, and profitability, and the ability to implement The Tile Shop’s planned expansion program. Any natural disaster or other serious disruption in these markets due to fire, tornado, hurricane or any other calamity could damage inventory and could result in decreased revenues.

The Tile Shop’s results may be adversely affected by fluctuations in raw material and energy costs.

The Tile Shop’s results may be affected by the prices of the components and raw materials used in the manufacture of tile, setting and maintenance materials, and related accessories that The Tile Shop sells. These prices may fluctuate based on a number of factors beyond The Tile Shop’s control, including: oil prices, changes in supply and demand, general economic conditions, labor costs, competition, import duties, tariffs, currency exchange rates, and government regulation. In addition, energy costs have fluctuated dramatically in the past. These fluctuations may result in an increase in The Tile Shop’s transportation costs for distribution from its regional distribution centers to its retail stores, utility costs for The Tile Shop’s distribution and manufacturing centers and retail stores, and overall costs to purchase products from its vendors.

The Tile Shop may not be able to adjust the prices of its products, especially in the short-term, to recover these cost increases in raw materials and energy. A continual rise in raw material and energy costs could adversely affect consumer spending and demand for The Tile Shop’s products and increase its operating costs, both of which could have a material adverse effect on The Tile Shop’s financial condition and results of operations.

The Tile Shop’s success is highly dependent on its ability to provide timely delivery to its customers, and any disruption in its delivery capabilities or its related planning and control processes may adversely affect The Tile Shop’s operating results.

The Tile Shop’s success is due in part to its ability to deliver products quickly to its customers, which relies on successful planning and distribution infrastructure, including ordering, transportation and receipt processing, and the ability of suppliers to meet distribution requirements. The Tile Shop’s ability to maintain this success depends on the continued identification and implementation of improvements to its planning processes, distribution infrastructure, and supply chain. The Tile Shop also needs to ensure that its distribution infrastructure and supply chain keep pace with its anticipated growth and increased number of stores. The cost of these enhanced processes could be significant and any failure to maintain, grow, or improve them could adversely affect The Tile Shop’s operating results. The Tile Shop’s business could also be adversely affected if there are delays in product shipments due to freight difficulties, strikes or other difficulties at its suppliers’ principal transport providers, or otherwise.

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Damage, destruction or disruption of The Tile Shop’s distribution and manufacturing centers could significantly impact its operations and impede its ability to produce and distribute its products.

The Tile Shop relies on three regional distribution centers to supply products to all of its retail stores. In addition, it relies on its two manufacturing centers, located at two of its distribution centers, to manufacture its setting and maintenance materials. If any of these facilities, or the inventory stored in these facilities, were damaged or destroyed by fire or other causes, The Tile Shop’s distribution or manufacturing processes would be disrupted, which could cause significant delays in delivery. This could impede The Tile Shop’s ability to stock its stores and deliver products to its customers, and cause its revenues and operating results to deteriorate.

The Tile Shop’s ability to control labor costs is limited, which may negatively affect its business.

The Tile Shop’s ability to control labor costs is subject to numerous external factors, including prevailing wage rates, the impact of legislation or regulations governing healthcare benefits or labor relations, such as the Employee Free Choice Act, and health and other insurance costs. If The Tile Shop’s labor and/or benefit costs increase, it may not be able to hire or maintain qualified personnel to the extent necessary to execute its competitive strategy, which could adversely affect its results of operations.

The Tile Shop’s business exposes it to personal injury and product liability claims, which could result in adverse publicity and harm to its brands and its results of operations.

The Tile Shop is from time to time subject to claims due to the injury of an individual in its stores or on its property. In addition, The Tile Shop may be subject to product liability claims for the products that it sells. The Tile Shop’s purchase orders generally do not require the manufacturer to indemnify The Tile Shop against any product liability claims arising from products purchased by The Tile Shop. Any personal injury or product liability claim made against The Tile Shop, whether or not it has merit, could be time consuming and costly to defend, resulting in adverse publicity, or damage to The Tile Shop’s reputation, and have an adverse effect on its results of operations. In addition, any negative publicity involving The Tile Shop’s vendors, employees and other parties who are not within The Tile Shop’s control could negatively impact it.

The Tile Shop’s business operations could be disrupted if its information technology systems fail to perform adequately or it is unable to protect the integrity and security of its customers’ information.

The Tile Shop depends upon its information technology systems in the conduct of all aspects of its operations. If The Tile Shop’s information technology systems fail to perform as anticipated, The Tile Shop could experience difficulties in virtually any area of its operations, including but not limited to replenishing inventories or in delivering products to store locations in response to consumer demands. It is also possible that The Tile Shop’s competitors could develop better online platforms than it, which could negatively impact The Tile Shop’s internet sales. Any of these or other systems-related problems could, in turn, adversely affect The Tile Shop’s revenues and profitability.

In addition, in the ordinary course of its business, The Tile Shop collects and stores certain personal information from individuals, such as its customers and suppliers, and it processes customer payment card and check information. The Tile Shop also stores credit card information and other personal information about its customers with respect to laws associated with the collection, security and handling of personal information, The Tile Shop is currently assessing its compliance with such obligations and intends to make any required changes in its systems and policies. The failure of The Tile Shop to comply with such laws, or a breach of The Tile Shop’s network security and systems or other events that cause the loss or public disclosure of or access by third parties to its customers’ personal information could have serious negative consequences for its business, including possible fines, penalties and damages, an unwillingness of customers to provide The Tile Shop with their credit card or payment information, harm to its reputation and brand, loss of its ability to accept and process customer credit card orders, and time-consuming and expensive litigation.

Computer hackers may attempt to penetrate The Tile Shop’s computer system and, if successful, misappropriate personal information, payment card or check information or confidential business information. In addition, an employee, contractor or other third party with whom The Tile Shop does business may attempt to circumvent The Tile Shop’s security measures in order to obtain such information. The techniques used to

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obtain unauthorized access or sabotage systems change frequently and may originate from less regulated or remote areas around the world. As a result, The Tile Shop may be unable to proactively address these techniques or to implement adequate preventative measures.

Many states have enacted laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, which may cause The Tile Shop’s customers to lose confidence in the effectiveness of The Tile Shop’s data security measures. Any security breach, whether successful or not, would harm The Tile Shop’s reputation and could cause the loss of customers.

Risks Related to TS Holdings

The Tile Shop’s management and auditors have identified a material weakness in its internal controls over financial reporting that, if not properly remediated, could result in material misstatements in the financial statements of TS Holdings following the Business Combination.

As a privately-held company, The Tile Shop is not currently required to comply with Section 404 of the Sarbanes-Oxley Act of 2002. As such, The Tile Shop did not make an assessment of the effectiveness of its internal control over financial reporting nor did it engage its auditors to express, nor have its auditors expressed, an opinion on the effectiveness of The Tile Shop’s internal controls over financial reporting. In connection with the audit of The Tile Shop’s consolidated financial statements for the year ended December 31, 2011, The Tile Shop’s auditors informed The Tile Shop that they had identified a material weakness in The Tile Shop’s internal control over financial reporting related to deficiencies in the financial statement close process. Under the standards established by the Public Company Accounting Oversight Board, a material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected and corrected on a timely basis. If the material weakness is not remediated prior to the Business Combination or if additional material weaknesses are identified in the future, a material weakness may exist in internal controls over financial reporting of TS Holdings subsequent to the Business Combination.

The primary factors contributing to the material weakness in financial statement close process of The Tile Shop were:

The Tile Shop lacked sufficient personnel with requisite competencies within its finance function for a company of its size and complexity.
The Tile Shop did not maintain financial close processes, procedures, and reporting systems that were adequately designed to support the accurate and timely reporting of The Tile Shop’s financial results.

The Tile Shop has begun taking measures and plans to take additional measures to remediate the underlying causes of the material weakness, primarily through the development and implementation of formal policies, improved processes, improved systems and documented procedures, as well as hiring of additional finance personnel. The Tile Shop plans to complete this remediation process as quickly as possible. However, The Tile Shop cannot at this time estimate how long it will take, whether this remediation process will be complete prior to the Business Combination, or if it can successfully remediate the material weakness. If The Tile Shop is unable to successfully remediate this material weakness prior to the Business Combination, TS Holdings could be unable to produce accurate and timely financial statements. Any failure to timely provide required financial information could materially and adversely impact TS Holdings’ financial condition and the market value of its securities.

TS Holdings 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 it to the Business Combination.

The Tile Shop is not currently subject to Section 404 of the Sarbanes-Oxley Act of 2002. However, following the Business Combination, TS Holdings will be subject to Section 404. 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 The Tile Shop as a privately-held company. Management may not be able to effectively and

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timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to TS Holdings. If management is not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, management may not be able to assess whether TS Holdings’ internal controls over financial reporting are effective, which may subject TS Holdings to adverse regulatory consequences and could harm investor confidence and the market price of TS Holdings common stock.

TS Holdings’ working capital will be reduced if the JWCAC stockholders exercise their redemption rights in connection with the Business Combination, which may adversely affect TS Holdings’ business and future operations.

Pursuant to JWCAC’s amended and restated certificate of incorporation, holders of public shares may demand that JWCAC redeem their shares for a pro rata share of the cash held in the trust account, less franchise taxes and income tax payable, calculated as of two business days prior to the closing.

If the Business Combination is consummated, the funds held in the trust account will be released (i) to pay JWCAC stockholders who properly exercise their redemption rights, (ii) to make a cash payment to the Sellers in partial consideration of their contribution to TS Holdings, (iii) to pay $5.0 million in deferred underwriting compensation to the underwriters of JWCAC’s initial public offering and advisory fees to other persons, (iv) to pay J.W. Childs Associates L.P. amounts owed for unpaid rent and unreimbursed administrative expenses incurred on behalf of JWCAC in connection with the Business Combination and general administrative expenses, not to exceed $500,000, (v) to pay third parties (e.g. professional advisors, printers, and consultants) who have rendered services to JWCAC, the Sellers, The Tile Shop, its subsidiaries and TS Holdings in connection with the Business Combination (but as to the expenses of the Sellers, The Tile Shop, and TS Holdings, only if the Business Combination is consummated) and (vi) to pay the aggregate purchase price payable by JWCAC for public warrants it may purchase under the terms of the Contribution and Merger Agreement, with the balance to be used for working capital purposes.

Pursuant to the Contribution and Merger Agreement, JWCAC will use up to $55,000,000 of the $125,021,283 as of March 31, 2012 in the trust account to pay JWCAC stockholders who properly exercise their redemption rights. The first $15,000,000 of these payments will result in a corresponding decrease in funds available for TS Holdings working capital. If the remaining amount is insufficient to fund TS Holdings’ working capital requirements, it would need to borrow funds necessary to satisfy such requirements or sell additional shares of TS Holdings common stock, which would result in the dilution of the ownership interest of the holders of TS Holdings common stock. There is no assurance that such funds would be available to TS Holdings on terms favorable to it or at all. If such funds were not available, TS Holdings’ operations and profitability may be adversely affected.

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

Although JWCAC has conducted due diligence on The Tile Shop, JWCAC cannot assure you that this diligence revealed all material issues that may be present in The Tile Shop’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of JWCAC’s and The Tile Shop’s control will not later arise. As a result, TS Holdings 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 JWCAC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with JWCAC’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on TS Holdings’ liquidity, the fact that TS Holdings reports charges of this nature could contribute to negative market perceptions about TS Holdings or its securities. In addition, charges of this nature may cause TS Holdings to violate net worth or other covenants to which it may be subject as a result of the credit facility that TS Holdings intends to obtain following the closing.

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Concentration of ownership after the Business Combination may have the effect of delaying or preventing a change in control.

If the Business Combination is consummated, the Sellers will own approximately 67% of the issued and outstanding shares of TS Holdings common stock (assuming that no holders public shares elect to redeem their shares for a portion of the trust account). As a result, these stockholders, if acting together, have the ability to significantly influence the outcome of corporate actions of TS Holdings requiring stockholder approval. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of TS Holdings’ common stock.

Future sales of TS Holdings common stock may cause the market price of its securities to drop significantly, even if its business is doing well.

In accordance with lock-up agreements to be executed in connection with the consummation of the Business Combination, the Sellers and the JWCAC founders will be permitted to sell the shares of TS Holdings common stock they receive in the Business Combination (other than 290,697 earnout shares) on the earlier of (i) the first anniversary of the consummation of the Business Combination, (ii) the date on which TS Holdings’ common stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the closing date and (iii) the date on which TS Holdings consummates a liquidation, merger, stock exchange or other similar transaction that results in all of the stockholders of TS Holdings having the right to exchange their shares of TS Holdings common stock for cash, securities or other property. The JWCAC founders will be permitted to sell the 290,697 earnout shares if, prior to the second anniversary of the consummation of the Business Combination, (i) the trading price of TS Holdings’ common stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar events) for any 20 trading days within any 30 trading day period commencing at least 150 days after the closing date or (ii) TS Holdings consummates a liquidation, merger, stock exchange or other similar transaction that results in all of the stockholders of TS Holdings having the right to exchange their shares of TS Holdings common stock for cash, securities or other property, that equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar events).

In addition, the Sellers and the JWCAC founders will be entitled to registration rights, subject to certain limitations, with respect to TS Holdings common stock they receive in the Business Combination pursuant to a registration rights agreement to be entered into in connection with the consummation of the Business Combination. The holders of a majority in interest of TS Holdings common stock held by the Sellers will be entitled to require TS Holdings, on up to four occasions, to register under the Securities Act the shares of common stock they receive in the Business Combination. The holders of a majority in interest of TS Holdings common stock held by the JWCAC founders will be entitled to require TS Holdings, on up to two occasions, to register under the Securities Act the shares of common stock they receive in the Business Combination, and any shares that may be issued pursuant to the exercise of the sponsor warrants. The presence of these additional securities trading in the public market may have an adverse effect on the market price of TS Holdings’ common stock.

Although TS Holdings intends to file an application to list its securities on the Nasdaq Stock Market, there can be no assurance that its securities will be so listed or, if listed, that TS Holdings will be able to comply with the continued listing standards.

TS Holdings intends to file a new listing application to list TS Holdings common stock on the Nasdaq Stock Market upon consummation of the Business Combination in accordance with the requirements of the exchange. As part of the listing process, TS Holdings will be required to provide evidence that it is able to meet the initial listing requirements. There can be no assurance that TS Holdings will be able to meet the initial listing standards of the Nasdaq Stock Market or any other exchange or, if its securities are listed, that TS Holdings will be able to maintain such listing.

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In addition, if after listing the Nasdaq Stock Market delists TS Holdings’ securities from trading on its exchange for failure to meet the continued listing standards, TS Holdings and its securityholders could face significant material adverse consequences including:

a limited availability of market quotations for its securities;
a determination that its common stock is a “penny stock” which will require brokers trading in its common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for its common stock;
a limited amount of analyst coverage; and
a decreased ability to issue additional securities or obtain additional financing in the future.

TS Holdings may apply the net proceeds released from the trust account in a manner that does not improve its results of operations or increase the value of your investment.

If the Business Combination is consummated, the funds held in the trust account will be released (i) to pay JWCAC stockholders who properly exercise their redemption rights, (ii) to make a cash payment to the Sellers in partial consideration of their contribution to TS Holdings, (iii) to pay $5.0 million in deferred underwriting compensation to the underwriters of JWCAC’s initial public offering and advisory fees to other persons, (iv) to pay J.W. Childs Associates L.P. amounts owed for unpaid rent and unreimbursed administrative expenses incurred on behalf of JWCAC in connection with the Business Combination and general administrative expenses, not to exceed $500,000, (v) to pay third parties (e.g. professional advisors, printers, and consultants) who have rendered services to JWCAC, the Sellers, The Tile Shop, and TS Holdings in connection with the Business Combination (but as to the expenses of the Sellers, The Tile Shop, and TS Holdings, only if the Business Combination is consummated), (vi) to pay the aggregate purchase price payable by JWCAC for public warrants it may purchase under the terms of the Contribution and Merger Agreement and (vii) with the balance to be used for working capital purposes and general corporate purposes. Other than these uses, TS Holdings does not have specific plans for the funds and will have broad discretion regarding how it uses such funds. These funds could be used in a manner with which you may not agree or applied in ways that do not improve TS Holdings’ results of operations or increase the value of your investment.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of JWCAC’s securities and, following the Business Combination, TS Holdings’ securities, may decline.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of JWCAC’s securities prior to the closing of the Business Combination may decline. JWCAC stockholders will receive a fixed number of shares of TS Holdings common stock in the Business Combination rather than a number of shares with a particular fixed market value. The market values of JWCAC common stock at the time of the Business Combination may vary significantly from their prices on the date the Contribution and Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which JWCAC stockholders vote on the Business Combination. Because the share exchange ratios will not be adjusted to reflect any changes in the market prices of JWCAC common stock, the market value of the TS Holdings common stock issued in the Business Combination and the JWCAC common stock surrendered in the Merger may be higher or lower than the values of these shares on earlier dates. 100% of the consideration to be received by JWCAC stockholders will be TS Holdings common stock.

In addition, following the Business Combination, fluctuations in the price of TS Holdings’ common stock 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 TS Holdings’ or The Tile Shop’s common stock, and trading in the shares of JWCAC’s common stock has not been active. Accordingly, the valuation ascribed to The Tile Shop and the shares of JWCAC’s 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 TS Holdings’ common stock develops and continues, the trading price of TS Holdings’ common stock following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond TS Holdings’ control. Any of the factors listed below could have a material adverse

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effect on your investment in TS Holdings’ common stock and TS Holdings’ common stock may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of TS Holdings’ common stock may not recover and may experience a further decline.

Factors affecting the trading price of TS Holdings’ common stock may include:

actual or anticipated fluctuations in TS Holdings’ quarterly financial results or the quarterly financial results of companies perceived to be similar to it;
changes in the market’s expectations about TS Holdings’ operating results;
the effects of seasonality on TS Holdings’ business cycle;
success of competitive retailers;
TS Holdings’ 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 TS Holdings, the housing market, the retail specialty tile market, or the retail market in general;
operating and stock price performance of other companies that investors deem comparable to TS Holdings;
TS Holdings’ ability to market new and enhanced products on a timely basis;
changes in laws and regulations affecting TS Holdings’ business;
commencement of, or involvement in, litigation involving TS Holdings;
changes in TS Holdings’ capital structure, such as future issuances of securities or the incurrence of additional debt;
the volume of shares of TS Holdings’ common stock available for public sale;
any major change in TS Holdings’ board or management;
sales of substantial amounts of common stock by TS Holdings’ 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 TS Holdings’ common stock irrespective of TS Holdings’ operating performance. The stock market in general, and the NASDAQ Stock Market 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 TS Holdings’, 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 TS Holdings could depress TS Holdings’ stock price regardless of TS Holdings’ business, prospects, financial conditions or results of operations. A decline in the market price of TS Holdings’ securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.

JWCAC’s warrants will become exercisable for TS Holdings common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to TS Holdings’ stockholders.

Outstanding warrants to purchase an aggregate of 17,833,333 shares of JWCAC common stock will become exercisable for a like number of shares of TS Holdings common stock. To the extent such warrants are exercised, additional shares of TS Holdings common stock will be issued, which will result in dilution to the holders of common stock of TS Holdings 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 TS Holdings’ common stock.

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If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about TS Holdings, its business, or its market, or if they change their recommendations regarding TS Holdings common stock adversely, the price and trading volume of TS Holdings common stock could decline.

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

TS Holdings will be a holding company with no business operations of its own and will depend on cash flow from The Tile Shop to meet its obligations.

Following the Business Combination, TS Holdings will be a holding company with no business operations of its own or material assets other than the stock of its subsidiaries. All of its operations will be conducted by its subsidiary, The Tile Shop. As a holding company, TS Holdings will require dividends and other payments from its subsidiaries to meet cash requirements. The terms of any credit facility may restrict TS Holdings’ subsidiaries from paying dividends and otherwise transferring cash or other assets to it. If there is an insolvency, liquidation or other reorganization of any of TS Holdings’ subsidiaries, TS Holdings’ stockholders likely will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before TS Holdings, as an equityholder, would be entitled to receive any distribution from that sale or disposal. If The Tile Shop is unable to pay dividends or make other payments to TS Holdings when needed, TS Holdings will be unable to satisfy its obligations.

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

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

a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of TS Holdings’ 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 TS Holdings’ 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 TS Holdings’ board of directors;
the ability of TS Holdings’ board of directors to determine to issue shares of 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 TS Holdings’ stockholders;

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the requirement that a special 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 TS Holdings’ stockholders to force consideration of a proposal or to take action, including the removal of directors;
limiting the liability of, and providing indemnification to, TS Holdings’ directors and officers;
controlling the procedures for the conduct and scheduling of stockholder meetings;
providing the board of directors with the express power to postpone previously scheduled annual meetings of stockholders and to cancel previously scheduled special meetings of stockholders;
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 TS Holdings’ board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of TS Holdings’.

These provisions, alone or together, could delay hostile takeovers and changes in control of TS Holdings or changes in its management.

As a Delaware corporation, TS Holdings is also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents some stockholders holding more than 15% of TS Holdings outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of TS Holdings’ outstanding common stock. Any provision of TS Holdings 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 TS Holdings’ stockholders to receive a premium for their shares of TS Holdings common stock, and could also affect the price that some investors are willing to pay for TS Holdings common stock.

As a result of the Jumpstart Our Business Startups Act recently signed into law, if the Business Combination is completed, TS Holdings could be subject to reduced reporting requirements, relative to other public companies.

On April 5, 2012 the Jumpstart Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. If the Business Combination is completed, TS Holdings may, subject to certain conditions set forth under the JOBS Act, qualify as an “emerging growth company” which would provide TS Holdings a grace period of the first five years following completion of the Business Combination before TS Holdings would be required to (i) provide an auditor’s attestation report on its system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) comply with new accounting pronouncements applicable to public companies before such pronouncements are also applicable to private companies and (iii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Risks Related to JWCAC and the Business Combination

If JWCAC is unable to effect a business combination by August 23, 2012 (or August 30, 2012 if the Charter Amendment is approved), it will be forced to liquidate and the warrants will expire worthless.

If JWCAC does not complete the Business Combination by August 23, 2012 (or August 30, 2012 if the Charter Amendment is approved), its amended and restated certificate of incorporation provides that it shall (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 (less up to $100,000 of such net interest to pay 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 subject to the requirement that any refund of

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income taxes that were paid from the trust account which is received after the redemption shall be distributed to the former public stockholders, 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 each case to JWCAC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In the event of liquidation, there will be no distribution with respect to JWCAC’s outstanding warrants. Accordingly, the warrants will expire worthless.

For illustrative purposes, based on funds in the trust account of approximately $125.0 million on March 31, 2012, the estimated per share redemption price would have been approximately $10.00. JWCAC does not anticipate the trust account balance at the time the Business Combination is completed will be materially greater than the funds held in trust as of March 31, 2012.

If JWCAC is forced to liquidate, JWCAC’s stockholders may be held liable for claims by third parties against JWCAC to the extent of distributions received by them.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of JWCAC’s trust account distributed to its public stockholders upon the redemption of 100% of its public shares in the event it does not consummate an initial business combination by August 23, 2012 (or August 30, 2012 if the Charter Amendment Proposal is approved) may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is JWCAC’s intention to redeem its public shares as soon as reasonably possible following August 23, 2012 (or August 30, 2012 if the Charter Amendment Proposal is approved) in the event it does not consummate an initial business combination and, therefore, JWCAC does do not intend to comply with those procedures.

Because JWCAC will not be complying with Section 280, Section 281(b) of the DGCL requires it to adopt a plan, based on facts known to it at such time that will provide for its payment of all existing and pending claims or claims that may be potentially brought against it within the 10 years following its dissolution. However, because JWCAC is a blank check company, rather than an operating company, and its operations have been limited to searching for prospective target businesses, the only likely claims to arise would be from its vendors (such as lawyers, investment bankers, and consultants) or prospective target businesses. If JWCAC’s plan of distribution complies with Section 281(b) of the DGCL, any liability of its stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. There can be no assurance that JWCAC will properly assess all claims that may be potentially brought against it. As such, its stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the trust account distributed to its public stockholders upon the redemption of 100% of its public shares in the event its does not consummate its initial business combination within the required timeframe is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

If JWCAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by JWCAC’s stockholders. Furthermore, because JWCAC intends to distribute the proceeds held in the trust account to its public stockholders promptly after August 23, 2012 (or August 30, 2012 if the Charter Amendment Proposal is approved) in the event it does not consummate an initial business combination, this may be viewed or interpreted as giving preference to

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JWCAC’s stockholders over any potential creditors with respect to access to or distributions from JWCAC’s assets. Furthermore, JWCAC’s board of directors may be viewed as having breached its fiduciary duties to JWCAC’s creditors and/or may have acted in bad faith, thereby exposing itself and JWCAC to claims of punitive damages, by paying JWCAC stockholders from the trust account prior to addressing the claims of creditors. There can be no assurance that claims will not be brought against JWCAC for these reasons.

Unlike many other blank check companies, JWCAC does not have a specified maximum redemption threshold. The absence of such a redemption threshold will make it easier for JWCAC to consummate the business combination even if a substantial number of JWCAC’s stockholders do not agree.

Since JWCAC has no specified maximum redemption threshold, JWCAC’s structure is different in this respect from the structure that has been used by most blank check companies. Traditionally, 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 is typically between 19.99% and 39.99%. As a result, JWCAC may be able to consummate the business combination even though a substantial number of JWCAC’s public stockholders do not agree with the transaction and have redeemed their shares. In no event, however, will JWCAC redeem JWCAC’s public shares in an amount that would cause JWCAC’s stockholders’ equity to be less than $5,000,001. In addition, it is a condition to closing under the Contribution and Merger Agreement that holders of no more than 5,500,000 public shares exercise their redemption rights.

Activities taken by JWCAC and its affiliates 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 JWCAC’s securities during the buyback period.

Under the Contribution and Merger Agreement, prior to the closing, JWCAC has agreed not to repurchase in the open market or through privately negotiated transactions any shares of JWCAC’s common stock without the prior consent of the Sellers. If the Sellers consent, however, JWCAC may make such purchases.

JWCAC’s amended and restated certificate of incorporation permits the release to it from JWCAC’s trust account amounts necessary to purchase up to 15% of the shares sold in JWCAC’s initial public offering (1,875,000 shares) at any time commencing after the filing of a preliminary proxy statement/prospectus for the Business Combination and ending on the date of the special meeting to approve the Business Combination. Purchases would be made only in open market transactions at times when JWCAC is not in possession of any material non-public information and may not be made during a restricted period under Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Any purchases JWCAC makes would be at prices (inclusive of commissions) not to exceed the per-share amount then held in the trust account (approximately $10.00 per share). Purchasing decisions will be made based on various factors, including the then current market price of JWCAC’s common stock and the terms of the proposed Business Combination. All shares purchased by JWCAC will be immediately cancelled. Such open market purchases, if any, would be conducted by JWCAC to minimize any disparity between the then current market price of JWCAC’s common stock and the per-share amount held in the trust account.

In addition, upon consent of the Sellers JWCAC may enter into privately negotiated transactions to purchase public shares from stockholders following consummation of the Business Combination with proceeds released to it from the trust account immediately following consummation of the Business Combination. JWCAC’s Sponsor, directors, officers, advisors or their affiliates may also purchase shares in privately negotiated transactions either prior to or following the consummation of the Business Combination. Neither JWCAC nor its Sponsor, 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 neither JWCAC nor its Sponsor, 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. In addition, the payment of a premium by JWCAC after the consummation of the Business Combination may not be in the best interest of the remaining

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stockholders who do not redeem their shares, because such stockholders will experience a reduction in book value per share compared to the value received by stockholders that have their shares purchased by JWCAC at a premium. Except for the limitations described above on use of trust proceeds released to JWCAC prior to consummating the Business Combination, and the requirement to obtain consent of the Sellers, there is no limit on the number of shares that could be acquired by JWCAC or its Sponsor, 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. In addition, if the market does not view the Business Combination positively, open market 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 JWCAC’s securities. In addition, the termination of the support provided by these purchase may materially adversely affect the market price of JWCAC’s securities.

As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by JWCAC or the persons described above have been entered into with any such investor or holder. JWCAC 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.

JWCAC’s stockholders will experience immediate dilution as a consequence of the issuance of common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that JWCAC’s current stockholders have on the management of TS Holdings.

TS Holdings will issue 29,500,000 shares of common stock at the closing of the Business Combination to the Sellers, subject to adjustment pursuant to the terms of the Contribution and Merger Agreement. Upon consummation of the Merger, holders of JWCAC common stock will receive one share of common stock of TS Holdings for each share of JWCAC common stock they own. As a result, holders of JWCAC common stock will receive 14,534,884 shares of TS Holdings common stock, or approximately 33% of the issued and outstanding shares of TS Holdings (assuming that no holders of public shares elect to redeem their shares for a portion of the trust account). Consequently, the ability of the former JWCAC stockholders following the Business Combination to influence management of TS Holdings through the election of directors will be substantially reduced.

If JWCAC stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of common stock of JWCAC for a pro rata portion of the trust account.

Holders of public shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the trust account. In order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to JWCAC’s transfer agent at least two business days prior to the special meeting of stockholders. Stockholders electing to redeem 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 of JWCAC Stockholders — Redemption Rights” beginning on page 56 for additional information on how to exercise your redemption rights.

Directors of JWCAC have potential conflicts of interest in recommending that securityholders vote in favor of approval of the Business Combination and adoption of the Contribution and Merger Agreement and approval of the other proposals described in this proxy statement/prospectus.

When considering the JWCAC board of directors’ recommendation that the JWCAC stockholders vote in favor of the approval of the Business Combination and the adoption of the Contribution and Merger

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Agreement, JWCAC stockholders should be aware that directors and executive officers of JWCAC have interests in the Business Combination that may be different from, or in addition to, the interests of JWCAC stockholders. These interests include:

the continued right of the JWCAC founders to hold common stock in TS Holdings following conversion of the JWCAC common stock, subject to the lock-up agreements;
the continued right of the JWCAC founders to hold sponsor warrants to purchase shares of TS Holdings common stock;
the sale of public warrants to the Sellers pursuant to the terms of the Contribution and Merger Agreement;
the retention of two officers of JWCAC as directors of TS Holdings; and
the continued indemnification of current directors and officers of JWCAC under the Contribution and Merger Agreement and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence the JWCAC directors in making their recommendation that you vote in favor of the approval of the Business Combination and the adoption of the Contribution and Merger Agreement and the approval of the other transactions described in this proxy statement/prospectus.

After the closing of the Business Combination, there are significant limitations on JWCAC’s recourse against the Sellers for breach of any representations and warranties made in the Contribution and Merger Agreement.

Other than with respect to the limited matters described below, the representations and warranties in the Contribution and Merger Agreement expire as of the closing of the Business Combination and thereafter JWCAC will not have recourse against the Sellers for breaches thereof. Furthermore, to the extent that the Sellers provide notice of a breach of a representation and warranty that occurs after the date of the Contribution and Merger Agreement to JWCAC and unless JWCAC has the right to terminate the Contribution and Merger Agreement with respect thereto and exercises such right prior to the Closing in accordance with the terms of the Contribution and Merger Agreement, such notice shall cure any such breach and JWCAC will not have any recourse against the Sellers with respect thereto. Notwithstanding the foregoing, the stockholders of JWCAC may have limited recourse against the Sellers with respect to (i) certain unpaid taxes of the Company and ILTS relating to the period prior to the closing of the Business Combination, (ii) certain pre-closing liabilities of ILTS and (iii) breach of representations and warranties of the Sellers relating to ownership of the membership interests transferred to JWCAC and certain limited matters related to ILTS, each as set forth in the Contribution and Merger Agreement.

JWCAC’s founders, directors and executive officers have certain interests in consummating the Business Combination that may have influenced their decision to approve the Business Combination with Sellers.

Certain of JWCAC’s founders, directors and entities affiliated with certain of its directors and executive officers, own shares of common stock that were issued prior to JWCAC’s initial public offering. Such purchasers have waived their right to receive distributions with respect to the founder shares upon JWCAC’s liquidation which will occur if JWCAC is unable to complete the Business Combination by August 23, 2012 (or August 30, 2012 if the Charter Amendment Proposal is approved). Accordingly, the founder shares will be worthless if JWCAC is forced to liquidate. In addition, in the event of JWCAC’s liquidation, the JWCAC warrants, including the sponsor warrants held by certain of JWCAC’s directors and executive officers, will expire worthless.

Additionally, the Contribution and Merger Agreement provides that each of Messrs. Suttin and Watts will be a director of TS Holdings following the Business Combination. As such, in the future they may receive any cash fees, stock options, or stock awards that TS Holdings’ board of directors determines to pay to its non-executive directors, provided, that Mr. Suttin has agreed to initially waive his right to receive any such cash fess, stock options, or stock awards.

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These financial interests of JWCAC’s founders, officers and directors and entities affiliated with them may have influenced their decision to approve the Business Combination. You should consider these interests when evaluating the Business Combination and the recommendation of JWCAC’s board of directors to vote in favor of the Business Combination Proposal and other proposals to be presented to the stockholders.

The exercise of discretion by JWCAC’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Contribution and Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Contribution and Merger Agreement or waivers of conditions are appropriate and in the JWCAC’s securityholders’ best interest.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Contribution and Merger Agreement, would require JWCAC to agree to amend the Contribution and Merger Agreement, to consent to certain actions taken by Sellers or to waive rights that JWCAC is entitled to under the Contribution and Merger Agreement. Such events could arise because of changes in the course of The Tile Shop’s business, a request by Sellers to undertake actions that would otherwise be prohibited by the terms of the Contribution and Merger Agreement or the occurrence of other events that would have a material adverse effect on The Tile Shop’s business and would entitle JWCAC to terminate the Contribution and Merger Agreement. In any of such circumstances, it would be in the discretion of JWCAC, acting through its board of directors, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for JWCAC and its securityholders and what he may believe is best for himself or his affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, JWCAC does not believe there will be any changes or waivers that its directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the transaction that would have a material impact on the stockholders, JWCAC will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of its stockholders with respect to the Business Combination Proposal.

If JWCAC is unable to complete the Business Combination by August 23, 2012 (or August 30, 2012 if the Charter Amendment Proposal is approved), its amended and restated certificate of incorporation provides that its corporate existence will automatically terminate and JWCAC will dissolve and liquidate. In such event, third parties may bring claims against JWCAC and, as a result, the proceeds held in trust could be reduced and the per share liquidation price received by stockholders could be less than $10.00 per share.

JWCAC must complete the Business Combination by August 23, 2012 (or August 30, 2012 if the Charter Amendment Proposal is approved), when, pursuant to its amended and restated certificate of incorporation, its corporate existence will terminate and it will be required to liquidate. In such event, third parties may bring claims against JWCAC. Although JWCAC has obtained waiver agreements from many of the vendors and service providers it has engaged and prospective target businesses with which it has negotiated, whereby such parties have waived any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of JWCAC’s public stockholders, there is no guarantee that such parties will not bring claims seeking recourse against the trust account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as other claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against JWCAC’s assets, including the funds held in the trust account. Further, JWCAC could be subject to claims from parties not in contract with it who have not executed a waiver, such as a third party claiming tortious interference as a result of the Business Combination. J.W. Childs Associates, L.P., or J.W. Childs, has agreed that it will be liable to JWCAC if and to the extent any claims by a vendor for services rendered or products sold to JWCAC, or a prospective target business with which JWCAC has discussed entering into a business combination agreement, reduce the amounts in the trust account to below $10.00 per share except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under JWCAC’s indemnity of the underwriters of JWCAC’s initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, J.W. Childs will not be responsible to the extent of any liability for such

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third party claims. However, JWCAC has not asked J.W. Childs to reserve for such indemnification obligations and there can be no assurance that J.W. Childs would be able to satisfy those obligations. None of JWCAC’s officers will indemnify JWCAC for claims by third parties including, without limitation, claims by vendors and prospective target businesses. In addition, if J.W. Childs asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, JWCAC’s independent directors would determine whether to take legal action against J.W. Childs to enforce its indemnification obligations. While JWCAC currently expects that its independent directors would take legal action on its behalf against J.W. Childs to enforce its indemnification obligations, it is possible that JWCAC’s independent directors in exercising their business judgment may choose not to do so in any particular instance.

Stockholders of JWCAC who wish to redeem their shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising redemption rights.

Public stockholders who wish to redeem their shares for a pro rata portion of the trust account must, among other things, tender their certificates to JWCAC’s transfer agent prior to the special meeting of stockholders or to deliver their shares to the transfer agent electronically through the DTC. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and JWCAC’s transfer agent will need to act to facilitate this request. It is JWCAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because JWCAC does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

The financial statements included in this proxy statement/prospectus do not take into account the consequences to JWCAC of a failure to complete a business combination by August 23, 2012 (or August 30, 2012 if the Charter Amendment Proposal is approved).

The financial statements included in this proxy statement/prospectus have been prepared assuming that JWCAC would continue as a going concern. As discussed in Note 1 to the Notes to the JWCAC financial statements for the year ended December 31, 2011, JWCAC is required to complete the Business Combination by August 23, 2012 (or August 30, 2012 if the Charter Amendment is approved). The possibility of the Business Combination not being consummated raises substantial doubt as to JWCAC’s ability to continue as a going concern and the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

There may be tax consequences of the Business Combination that may adversely affect JWCAC stockholders.

JWCAC expects that the Business Combination can be effected such that JWCAC stockholders do not recognize gain or loss pursuant to Section 351 of the Code. To the extent the Business Combination does not so qualify, it could result in the imposition of substantial taxes on JWCAC stockholders. See the section entitled “Material U.S. Federal Income Tax Considerations to JWCAC’s Stockholders” beginning on page 83.

The JWCAC board of directors did not obtain a third party valuation in determining whether or not to proceed with the Business Combination.

The JWCAC board of directors did not obtain a third party valuation in connection with their determination to approve the Business Combination. In analyzing the Business Combination, the JWCAC board and management conducted due diligence on The Tile Shop, researched the industries in which The Tile Shop operates, reviewed comparisons of comparable companies and developed a long-range financial model and concluded that the Business Combination was in the best interest of its stockholders.

JWCAC and The Tile Shop will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on employees and customers may have an adverse effect on JWCAC or The Tile Shop and consequently on TS Holdings. These uncertainties may impair The Tile Shop’s ability to retain and motivate key personnel and could cause customers and others that deal

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with The Tile Shop to defer entering into contracts with The Tile Shop or making other decisions concerning The Tile Shop or seek to change existing business relationships with The Tile Shop. If key employees depart because of uncertainty about their future roles and the potential complexities of the Business Combination, The Tile Shop business could be harmed.

JWCAC and TS Holdings will incur significant transaction and transition costs in connection with the Business Combination.

JWCAC and TS Holdings expect that they will incur significant, non-recurring costs in connection with consummating the Business Combination and integrating the operations of JWCAC and The Tile Shop. TS Holdings may incur additional costs to maintain employee morale and to retain key employees. JWCAC will also incur significant fees and expenses relating to financing arrangements and legal, accounting and other transaction fees and costs associated with the Business Combination. Some of these costs are payable regardless of whether the Business Combination is completed.

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

The unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what TS Holdings’ 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” beginning on page 89 for more information.

Registration of the shares underlying the warrants and a current prospectus 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.

Under the warrant agreement, TS Holdings will be obligated to use its best efforts to maintain the effectiveness of a registration statement under the Securities Act, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. In addition, TS Holdings will be obligated to use its best efforts to register the shares of common stock issuable upon exercise of a warrant under the blue sky laws of the states of residence of the exercising warrant holder to the extent an exemption is not available.

If any such registration statement is not effective on the 60th day following the closing of the Business Combination or afterward, TS Holdings 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 TS Holdings will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the shares issuable upon such exercise are registered or qualified under the Securities Act and securities laws of the state of the exercising holder to the extent an exemption is unavailable. In no event will TS Holdings be required to issue cash, securities or other compensation in exchange for the warrants in the event that the shares underlying such warrants are not registered or qualified 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. If and when the warrants become redeemable, TS Holdings may exercise its redemption right even if it is unable to register or qualify the underlying shares of common stock for sale under all applicable state securities laws.

TS Holdings may redeem the public warrants prior to their exercise at a time that is disadvantageous to warrantholders, thereby making their warrants worthless.

TS Holdings will have the ability to redeem the outstanding public warrants at any time after they become exercisable (which would not be before 30 days after the consummation of the Business Combination) and prior to their expiration at a price of $0.01 per warrant, provided that (i) the last reported sale price of

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TS Holdings common stock equals or exceeds $18.00 per share for any 20 trading days within the 30 trading-day period ending on the third business day before JWCAC sends the notice of such redemption and (ii) on the date TS Holdings gives 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 TS Holdings 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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SPECIAL MEETING OF JWCAC STOCKHOLDERS

General

JWCAC is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by its board of directors for use at JWCAC’s special meeting of stockholders to be held on August   , 2012, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to JWCAC stockholders on or about            , 2012. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting of stockholders, as applicable.

Date, Time and Place of Special Meeting

The special meeting of stockholders of JWCAC will be held at 10:00 a.m. Eastern time, on            , 2012, at the offices of McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting of stockholders if you owned shares of JWCAC common stock at the close of business on            , 2012, which is the record date for the special meeting of stockholders. You are entitled to one vote for each share of JWCAC common stock you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. JWCAC warrants do not have voting rights. On the record date, there were 14,534,884 shares of JWCAC common stock outstanding, of which 12,500,000 are public shares and 2,034,884 are shares held by the JWCAC founders which were acquired prior to the initial public offering.

Vote of JWCAC Founders

As of the record date for the special meeting, JWCAC’s founders owned an aggregate of approximately 14% of the outstanding shares of JWCAC common stock, consisting of 2,034,884 shares which were purchased prior to JWCAC’s initial public offering. JWCAC’s founders have not purchased any shares during or after JWCAC’s initial public offering.

The JWCAC founders have waived any redemption rights, including with respect to shares of common stock purchased in the initial public offering or in the aftermarket, in connection with Business Combination. The founder shares have no redemption rights upon JWCAC’s liquidation and will be worthless if no business combination is effected by JWCAC by August 23, 2012 (or August 30, 2012 if the Charter Amendment Proposal is approved). However, the JWCAC founders are entitled to redemption rights upon JWCAC’s liquidation distributions with respect to any public shares they may own.

In connection with the initial public offering, JWCAC and Citigroup Global Markets, the representative of the underwriters of the initial public offering, entered into agreements with each of the JWCAC founders pursuant to which the JWCAC founders agreed to (i) vote their shares acquired prior to JWCAC’s initial public offering in accordance with the vote of the majority in interest of all other JWCAC stockholders with respect to the Business Combination Proposal and (ii) vote their shares acquired during and after JWCAC’s initial public offering in favor of the Business Combination Proposal.

Quorum and Required Vote for Stockholder Proposals

A quorum of JWCAC stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the common stock outstanding and entitled to vote at the special meeting of stockholders is represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

The Business Combination Proposal requires the affirmative vote of a majority of the shares of JWCAC common stock entitled to vote at the special meeting of stockholders. The Charter Amendment Proposal

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requires the affirmative vote of 65% of the shares of JWCAC common stock entitled to vote at the special meeting of stockholders. Accordingly, a JWCAC stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting, or the failure of a JWCAC stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have the same effect as a vote “AGAINST” the Business Combination Proposal and Charter Amendment Proposal.

The approval of Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of JWCAC common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, while the failure of a JWCAC stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee and shares not in attendance at the special meeting will have no effect on the outcome of any vote on the Adjournment Proposal. The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the shares of JWCAC common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders.

Recommendation to JWCAC Stockholders

JWCAC’s board of directors believes that each of the Business Combination Proposal, the Charter Amendment Proposal, and the Adjournment Proposal to be presented at the special meeting of stockholders is in the best interests of, JWCAC and its stockholders and unanimously recommends that its stockholders vote “FOR” each of the proposals.

When you consider the recommendation of JWCAC’s board of directors in favor of approval of the Business Combination, you should keep in mind that JWCAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

the continued right of the JWCAC founders to hold common stock in TS Holdings following conversion of the JWCAC common stock, subject to the lock-up agreements;
the continued right of the JWCAC founders to hold sponsor warrants to purchase shares of TS Holdings common stock;
the sale of public warrants to the Sellers pursuant to the terms of the Contribution and Merger Agreement;
the retention of two officers of JWCAC as directors of TS Holdings; and
the continued indemnification of current directors and officers of JWCAC under the Contribution and Merger Agreement and the continuation of directors’ and officers’ liability insurance after the Business Combination.

Abstentions and Broker Non-Votes

Under the rules of various national and regional securities exchanges your broker, bank or nominee cannot vote your shares or warrants 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. JWCAC believes 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. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.”

Abstentions are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Charter Amendment Proposal and the Adjournment Proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will have the affect of a vote “AGAINST” the Business Combination Proposal and the Charter Amendment Proposal and will have no effect on the Adjournment Proposal.

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Voting Your Shares

Each share of JWCAC common stock that you own in your name entitles you to one vote, on each of the proposals. Your one or more proxy cards show the number of shares of JWCAC common stock that you own. There are several ways to vote your shares of common stock:

You can 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. 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. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of JWCAC common stock will be voted, as recommended by JWCAC’s board of directors: “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal and “FOR” the Adjournment Proposal.
You can attend the special meeting of stockholders and vote in person. You will be given a ballot when you arrive. However, if your shares of common stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way JWCAC can be sure that the broker, bank or nominee has not already voted your shares of common stock.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the special meeting of stockholders, or at such meeting by doing any one of the following:

you may send another proxy card with a later date;
you may notify Jeffrey Teschke, JWCAC’s Secretary, in writing before the applicable special meeting that you have revoked your proxy; or
you may attend the applicable special meeting, revoke your proxy, and vote in person, as indicated above.

No Additional Matters May Be Presented at the Special Meeting

The special meeting of stockholders has been called only to consider the approval of the Business Combination Proposal, the Charter Amendment Proposal, and the Adjournment Proposal. Under JWCAC’s bylaws, other than procedural matters incident to the conduct of the meeting, no other matters may be considered at the special meeting if they are not included in the notice of the applicable special meeting.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of JWCAC’s common stock, you may call Morrow & Co., LLC, JWCAC’s proxy solicitor, at (800) 622-5200.

Redemption Rights

Pursuant to JWCAC’s amended and restated certificate of incorporation, any holders of JWCAC’s public shares may demand that such shares be redeemed into a pro rata portion of the trust account, less franchise and income taxes payble, calculated as of two business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of JWCAC’s initial public offering 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. For illustrative purposes, based on funds in the trust account of approximately $125.0 million on March 31, 2012, the estimated per share redemption price would have been approximately $10.00.

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In order to exercise your redemption rights, you must, prior to 4:30 p.m. Eastern time on August     , 2012 (two business days before the special meeting), both:

Submit a request in writing that JWCAC redeem your public shares for cash to Continental Stock Transfer & Trust Company, JWCAC’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Tel: (212) 845-3287
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

and

Deliver your public shares either physically or electronically through DTC to JWCAC’s transfer agent. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is JWCAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, JWCAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the vote is taken with respect to the Business Combination Proposal at the special meeting of stockholders. If you delivered your shares for redemption to JWCAC’s transfer agent and decide prior to the special meeting of stockholders not to exercise your redemption rights, you may request that JWCAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting JWCAC’s transfer agent at the phone number or address listed above.

It is a condition to the closing of the Business Combination that holders of not more than 5,500,000 public shares exercise their redemption rights.

Prior to exercising redemption rights, stockholders should verify the market price of JWCAC’s common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. JWCAC cannot assure its stockholders that they will be able to sell their shares of JWCAC common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in JWCAC’s common stock when JWCAC’s stockholders wish to sell their shares.

If you exercise your redemption rights, your shares of JWCAC common stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the trust account. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption.

If the Business Combination is not approved and JWCAC does not consummate an initial business combination by August 23, 2012 (or August 30, 2012 if the Charter Amendment is approved), JWCAC will be required to dissolve and liquidate and the warrants will expire worthless.

Appraisal Rights

In connection with the Merger, appraisal rights will be available to all JWCAC stockholders pursuant to Section 262 of the DGCL. Appraisal rights are not available to holders of JWCAC warrants. As such, holders of shares of JWCAC common stock who do not vote in favor of the Business Combination Proposal and who properly demand appraisal of their shares will be entitled to appraisal rights under Section 262 of the DGCL.

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Holders of public shares electing to exercise redemption rights will not be entitled to appraisal rights.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement/prospectus as Annex C. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder” are to the record holder of the shares of common stock of JWCAC as to which appraisal rights are asserted. A person having a beneficial interest in shares of common stock of JWCAC held of record in the name of another person, such as a broker, fiduciary, depositary or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights.

Under Section 262 of the DGCL, holders of shares of common stock of JWCAC who do not vote in favor of the Business Combination Proposal and who otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Business Combination, together with a fair rate of interest, if any, as determined by the court.

Under Section 262, where a merger or consolidation agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement/prospectus constitutes the notice, and the full text of Section 262 is attached to this proxy statement as Annex C. Any holder of common stock of JWCAC who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review the following discussion and Annex C carefully because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, JWCAC believes that if a stockholder considers exercising such rights, such stockholder should seek the advice of legal counsel.

Filing Written Demand

In connection with the Merger, any holder of common stock of JWCAC wishing to exercise appraisal rights must deliver to JWCAC, before the vote on the Business Combination Proposal at the special meeting of JWCAC Stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote in favor of the adoption of the Contribution and Merger Agreement. A holder of shares of JWCAC common stock wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective time of the Business Combination. The stockholder must not vote in favor of the Business Combination Proposal. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Business Combination Proposal, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the Business Combination Proposal or abstain from voting on the Business Combination Proposal. Neither voting against the Business Combination Proposal nor abstaining from voting or failing to vote on the Business Combination Proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Business Combination Proposal. The demand must reasonably inform JWCAC of the identity of the holder, as well as the intention of the holder to demand an appraisal of the “fair value” of the shares held by the holder. A stockholder’s failure to make the written demand prior to the taking of the vote on the Business Combination Proposal at the special meeting of JWCAC stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of JWCAC common stock is entitled to assert appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of common stock of JWCAC should be executed by or on behalf of the holder of record, fully and correctly, as the holder’s name appears on the holder’s stock certificates, should specify the holder’s name and mailing address and the

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number of shares registered in the holder’s name and must state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand should be made in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. If the shares are held in “street name” by a broker, bank or nominee, the broker, bank or nominee may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising the rights with respect to the shares held for other beneficial owners; in such case, however, the written demand should set forth the number of shares as to which appraisal is sought, and where no number of shares is expressly mentioned, the demand will be presumed to cover all shares of common stock of JWCAC held in the name of the record owner. Stockholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

All written demands for appraisal pursuant to Section 262 should be sent or delivered to JWC Acquisition Corp. at Bay Colony Corporate Center — North Entrance, 1000 Winter Street — Suite 4300, Waltham, MA 02451, Attention: Jeffrey Teschke, Secretary.

Any holder of common stock of JWCAC may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Contribution and Merger Agreement by delivering to Company as the surviving entity of the Business Combination, a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective date of the Business Combination will require written approval of TS Holdings, as the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Court deems just.

Notice by the Surviving Corporation

Within 10 days after the effective time of the Business Combination, TS Holdings, as the surviving corporation, must notify each holder of common stock of JWCAC who has made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the Business Combination Proposal, that the Business Combination has become effective.

Filing a Petition for Appraisal

Within 120 days after the effective time of the Business Combination, but not thereafter, TS Holdings, as the surviving entity of the Business Combination, or any holder of common stock of JWCAC who has so complied with Section 262 and is entitled to appraisal rights under Section 262, may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all dissenting holders. TS Holdings, as the surviving entity is under no obligation to and has no present intention to file a petition, and holders should not assume that TS Holdings will file a petition. Accordingly, it is the obligation of the holders of common stock of JWCAC to initiate all necessary action to perfect their appraisal rights in respect of shares of common stock of JWCAC within the time prescribed in Section 262.

Within 120 days after the effective time of the Business Combination, any holder of common stock of JWCAC who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from TS Holdings a statement setting forth the aggregate number of shares not voted in favor of the Business Combination Proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within 10 days after a written request therefor has been received by the surviving corporation.

If a petition for an appraisal is timely filed by a holder of shares of common stock of JWCAC and a copy thereof is served upon the surviving corporation, the surviving corporation will then be obligated within 20 days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value

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of their shares have not been reached. After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceeding, and if any stockholder fails to comply with the direction, the Court of Chancery may dismiss the proceedings as to such stockholder.

Determination of Fair Value

After determining the holders of common stock of JWCAC entitled to appraisal, the Delaware Court of Chancery will appraise the “fair value” of their shares, exclusive of any element of value arising from the accomplishment or expectation of the Business Combination, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value and, if applicable, a fair rate of interest, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Business Combination that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined could be more than, the same as or less than the consideration they would receive pursuant to the Business Combination if they did not seek appraisal of their shares. Although JWCAC believes that the exchange of JWCAC common stock for TS Holdings common stock is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, this consideration. Neither JWCAC nor TS Holdings anticipate offering more than the applicable shares of common stock of TS Holdings to any stockholder of JWCAC exercising appraisal rights, and each of JWCAC and TS Holdings reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of common stock of JWCAC is less than the applicable shares of common stock of TS Holdings, and that the methods which are generally considered acceptable in the financial community and otherwise admissible in court should be considered in the appraisal proceedings. In addition, Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenter’s exclusive remedy. The Delaware Court of Chancery will also determine the amount of interest, if any, to be paid upon the amounts to be received by persons whose shares of common stock of JWCAC have been appraised. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the action (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Court and taxed upon the parties as the Court deems equitable under the circumstances. The Court may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of shares of common stock of JWCAC under Section 262 fails to perfect, or successfully withdraws or loses, such holder’s right to appraisal, the stockholder’s shares of common stock of JWCAC will be deemed to have been converted at the effective time of the Business

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Combination into the right to receive common stock of TS Holdings. A stockholder will fail to perfect, or lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective time of the Business Combination or if the stockholder delivers to the surviving corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the common stock of TS Holdings in accordance with Section 262.

From and after the effective time of the Business Combination, no dissenting stockholder shall have any rights of a stockholder of JWCAC with respect to that holder’s shares for any purpose, except to receive payment of fair value and to receive payment of dividends or other distributions on the holder’s shares of common stock of JWCAC, if any, payable to stockholders of JWCAC of record as of a time prior to the effective time of the Business Combination; provided, however, that if a dissenting stockholder delivers to the surviving company a written withdrawal of the demand for an appraisal within 60 days after the effective time of the Business Combination, or subsequently with the written approval of the surviving company, then the right of that dissenting stockholder to an appraisal will cease and the dissenting stockholder will be entitled to receive only the Business Combination consideration in accordance with the terms of the Contribution and Merger Agreement. Once a petition for appraisal is filed with the Delaware court, however, the appraisal proceeding may not be dismissed as to any stockholder of JWCAC without the approval of the court.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is urged to consult legal counsel before attempting to exercise those rights.

Proxy Solicitation Costs

JWCAC is soliciting proxies on behalf of its board of directors. All solicitation costs will be paid by JWCAC. This solicitation is being made by mail but also may be made by telephone or in person. JWCAC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means, including e-mail and facsimile.

JWCAC has hired Morrow & Co., LLC to assist in the proxy solicitation process. Morrow & Co., LLC will be paid a fee of $12,500 plus disbursements. Such payments will be made from non-trust account funds. If the Business Combination is successfully closed, TS Holdings will pay Morrow & Co., LLC an additional contingent fee of $23,000.

JWCAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. JWCAC will reimburse them for their reasonable expenses.

JWCAC and TS Holdings and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies. The underwriters of JWCAC’s initial public offering may provide assistance to JWCAC and TS Holdings and their respective directors and executive officers, and may be deemed to be participants in the solicitation of proxies. Approximately $4.38 million of the underwriters’ fees relating to JWCAC’s initial public offering were deferred pending stockholder approval of JWCAC’s initial business combination, and stockholders are advised that the underwriters have a financial interest in the successful outcome of the proxy solicitation.

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PROPOSALS TO BE CONSIDERED BY JWCAC STOCKHOLDERS

Holders of JWCAC common stock are being asked to adopt the Contribution and Merger Agreement and to approve the transactions contemplated thereby, including the Business Combination. JWCAC stockholders should carefully read this proxy statement/prospectus in its entirety, including the annexes.

THE BUSINESS COMBINATION PROPOSAL

Structure of the Business Combination

The Contribution and Merger Agreement provides for the business combination of JWCAC and The Tile Shop under TS Holdings (the “Business Combination”). The Contribution and Merger Agreement is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the Contribution and Merger Agreement in its entirety. Pursuant to the terms of the Contribution and Merger Agreement:

The Sellers other than Nabron will contribute their membership interests in The Tile Shop to TS Holdings, and Nabron will contribute its membership interest in ILTS, whose sole business is to act as a member of The Tile Shop to TS Holdings, in exchange for (i) a cash payment of $100,000,000 (the “Cash Consideration”), (ii) 29,500,000 shares of TS Holdings common stock (the “Stock Consideration”) and (iii) promissory notes issued by TS Holdings in the aggregate principal amount of $80,000,000 less the amount of indebtedness (including capitalized lease obligations) and deferred compensation costs of The Tile Shop at closing (the “Promissory Notes”). The Promissory Notes will have a three year term, be subject to pre-payment at any time without penalty, and bear interest at a rate of 4% per annum, payable quarterly. Upon the issuance of senior indebtedness where the proceeds of such indebtedness are used to repay not less than 50% of the aggregate principal amount of the Promissory Notes, the term of the Promissory Notes will be extended to the date 180 days following the term of such senior indebtedness and the interest rate on the outstanding principal amount of the Promissory Notes will increase to 10% per annum. If the Promissory Notes have not been repaid by TS Holdings in full by the third anniversary of the consummation of the Business Combination, up to an aggregate of $20,000,000 of the then-outstanding principal amount of the Promissory Notes will be convertible into shares of TS Holdings common stock at a conversion price of $10.00 per share. The Cash Consideration, the Stock Consideration and the Promissory Notes are each subject to adjustment at closing pursuant to the terms of the Contribution and Merger Agreement. This component of the Business Combination is referred to as the Contribution.
Concurrently with the Contribution, Merger Sub will merge with and into JWCAC, with JWCAC surviving, and (i) each outstanding share of JWCAC common stock will be exchanged for one share of TS Holdings common stock and (ii) each outstanding JWCAC warrant which is currently exercisable for one share of JWCAC common stock will be exercisable for one share of TS Holdings common stock. Prior to the closing, each outstanding unit of JWCAC will be separated into its component common stock and warrant, each of which will be treated as described above. This component of the Business Combination is referred to as the Merger.

As a result of the Contribution and the Merger, TS Holdings will own directly or indirectly all of the equity in The Tile Shop and JWCAC. It is anticipated that the Sellers, on the one hand, and former JWCAC stockholders, on the other hand, will hold approximately 67% and 33%, respectively, of the issued and outstanding shares of common stock of TS Holdings, assuming that no JWCAC public stockholders exercise their redemption or appraisal rights, as described below. Robert A. Rucker, the Chief Executive Officer of The Tile Shop, will hold approximately 18.5% of the issued and outstanding shares of TS Holdings common stock.

Upon consummation of the Business Combination, the funds then held in JWCAC’s trust account will be released to JWCAC as promptly as practicable (less any fees paid to the trustee and to third parties who rendered services to JWCAC in connection with the Business Combination, amounts paid to stockholders who exercise their redemption rights, amounts released as deferred underwriting compensation and advisory fees and amounts paid for filings or other action required under the Contribution and Merger Agreement).

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Background of the Business Combination

The terms of the Contribution and Merger Agreement are the result of negotiations between the representatives of JWCAC and the Sellers. The following is a brief description of the background of these negotiations, the Business Combination and related transactions.

JWCAC is a blank check company formed under the laws of the State of Delaware on July 22, 2010 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On November 23, 2010, JWCAC consummated its initial public offering of 12,500,000 units, with each unit consisting of one share of JWCAC’s common stock and one warrant to purchase one share of JWCAC’s common stock at an exercise price of $11.50 per share. Prior to the consummation of the initial public offering, on August 5, 2010, the JWCAC’s Sponsor purchased an aggregate of 2,464,286 shares of JWCAC common stock (the “founder shares”) for an aggregate purchase price of $25,000, or approximately $0.01 per share. On October 25, 2010, JWCAC’s Sponsor returned to JWCAC an aggregate of 124,170 of the founder shares, which were cancelled. On the same day, JWCAC’s Sponsor also transferred an aggregate of 23,400 founder shares to John K. Haley and Sonny King, each of whom agreed to serve on JWCAC’s board of directors upon the closing of the initial public offering. On January 8, 2011, JWCAC’s Sponsor and Messrs. Haley and King returned an aggregate of 305,232 founder shares to JWCAC for no consideration due to the underwriters’ over-allotment option not being exercised.

Simultaneously with the consummation of the initial public offering, JWCAC consummated the private sale of 5,333,333 warrants (the “sponsor warrants”) to JWCAC’s Sponsor at a price of $0.75 per warrant, generating gross proceeds of $4.0 million. If JWCAC does not complete an initial business combination by August 23, 2012 (or August 30, 2012 if the Charter Amendment Proposal is approved), the proceeds of the sale of the sponsor warrants will be used to fund the redemption of the public shares, and the sponsor warrants will expire and become worthless.

After deducting underwriting discounts and commissions and offering expenses, approximately $125.0 million of the proceeds of the initial public offering and the private placement of the sponsor warrants (or approximately $10.00 per unit sold in the initial public offering) was placed in a trust account with Continental Stock Transfer & Trust Company as trustee. Except for a portion of the interest income that may be released to JWCAC to pay any income or franchise taxes and to fund its working capital requirements, and any amounts necessary to purchase up to 15% of our public shares, none of the funds held in the trust account may be released until the earlier of the completion of an initial business combination and the redemption of 100% of the public shares if JWCAC is unable to consummate a business combination by August 23, 2012 (or August 30, 2012 if the Charter Amendment Proposal is approved), subject to requirements of law.

Prior to the consummation of its initial public offering, neither JWCAC, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with JWCAC.

On May 8, 2012, a partner of an affiliate of the Sponsor asked Mr. Suttin, Mr. Childs, Mr. Watts, and Mr. Fiorentino if they would like an introduction to a privately-owned retailer that was interested in a transaction creating liquidity but maintaining a majority equity share for its existing owners. Mr. Suttin responded that they were interested.

On May 9, 2012, Mr. Suttin participated in an introductory call with Todd Krasnow, a manager of The Tile Shop.

Between May 10, 2012 and May 14, 2012, Mr. Suttin and Mr. Krasnow communicated regarding the potential for a transaction. They agreed that a call with a broader group of JWCAC and The Tile Shop representatives was warranted.

On May 15, 2012, JWCAC and The Tile Shop entered into a confidentiality agreement to facilitate the sharing of information between them.

On May 16, 2012, a call was conducted between Messrs. Suttin and Fiorentino from JWCAC and Mr. Krasnow and Peter Jacullo, a manager of The Tile Shop. During this call, which lasted approximately one and

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one-half hours, Messrs. Suttin and Fiorentino provided information about JWCAC and its management team, and Messrs. Krasnow and Jacullo provided information about The Tile Shop. The participants also discussed generally the potential terms of a business combination. At the end of the call, it was agreed that there would be follow-up discussions to determine whether there was mutual interest to continue conversations and, if there was, whether in-person meetings would be the appropriate next step.

On May 16, 17 and 18, 2012, colleagues of Mr. Jacullo sent financial and other information about The Tile Shop to JWCAC management, who reviewed and analyzed this information.

On May 17, 2012, Messrs. Suttin and Krasnow spoke and agreed that in-person meetings should be scheduled for May 22 and 23, 2012.

On May 22 and 23, 2012, Mr. Suttin, Mr. Watts and Mr. Fiorentino attended in-person meetings at the headquarters of The Tile Shop in Plymouth, Minnesota. These meetings included a management presentation, store tour and more detailed discussion of the potential terms of a business combination.

On May 23, 2012, JWCAC sent a detailed financial model on a potential combination with The Tile Shop to Citigroup for its review and comment.

On May 24, 2012, Daron Johnson, corporate controller of The Tile Shop, provided JWCAC with additional financial and other due diligence information requested by JWCAC.

On May 24 and 25, 2012, JWCAC management met internally and discussed further the terms of a business combination. On May 25, 2012, JWCAC instructed its counsel, McDermott Will & Emery LLP, (“McDermott”), to prepare a draft non-binding letter of intent, and to begin preparing drafts of agreements for the potential business combination. McDermott sent a draft of a non-binding letter of intent to JWCAC later that day.

On May 25, 2012, Mr. Suttin, Mr. Fiorentino and Mr. Patel had a conference call with Citigroup to discuss the potential opportunity and receive feedback from Citigroup’s capital markets and consumer investment banking group on a potential combination between The Tile Shop and JWCAC.

On May 26, 2012, JWCAC sent the draft non-binding letter of intent to The Tile Shop.

On May 28, 2012, JWCAC engaged a national accounting firm to assist JWCAC’s management with financial due diligence for the potential transaction. McDermott was tasked with conducting legal due diligence.

On May 29, 2012, Mr. Jacullo provided JWCAC management with general comments on the draft non-binding letter of intent.

On May 31, 2012, McDermott distributed a revised draft of the non-binding letter of intent to The Tile Shop. Also on May 31, 2012, Mr. Suttin spoke with Mr. Jacullo and they agreed that JWCAC would conduct site tours during the following week.

On June 1, 2012, JWCAC’s board of directors held a meeting with directors Haley and King and Messrs. Suttin, and Fiorentino and Teschke present to discuss the potential transaction. During the meeting, the board reviewed materials concerning the potential transaction which had been circulated by JWCAC management prior to the call, including information concerning The Tile Shop’s business and financial results, the process for the transaction, and the terms of the draft non-binding letter of intent.