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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Washington, D.C. 20549</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>FORM 8-K</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>CURRENT REPORT<BR>
Pursuant to Section&nbsp;13 or 15(d) of the<BR>
Securities Exchange Act of 1934</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Date of report (Date of earliest event
reported): June 27, 2012 (June 27, 2012)</B></P>

<P STYLE="font: 24pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 24pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>JWC ACQUISITION CORP.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Exact Name of Registrant as Specified in
Charter)</P>

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<TR>
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    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; text-align: center"><B>Delaware<BR>
</B>(State or other jurisdiction of <BR>
incorporation)</TD>
    <TD STYLE="vertical-align: bottom; text-align: center">&nbsp;</TD>
    <TD STYLE="vertical-align: top; text-align: center"><B>000-54202<BR>
</B>(Commission File Number)</TD>
    <TD STYLE="vertical-align: bottom; text-align: center">&nbsp;</TD>
    <TD STYLE="vertical-align: top; text-align: center"><B>27-3092187<BR>
</B>(I.R.S. Employer<BR>
Identification Number)</TD></TR>
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    <TD STYLE="width: 48%; text-align: center">&nbsp;</TD>
    <TD STYLE="width: 5%; text-align: center">&nbsp;</TD>
    <TD STYLE="width: 47%; text-align: center">&nbsp;</TD></TR>
<TR>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; font-weight: bold; text-align: center">Bay Colony Corporate Center &ndash; North Entrance<BR>
1000 Winter Street &ndash; Suite 4300</TD>
    <TD STYLE="vertical-align: bottom; text-align: center">&nbsp;</TD>
    <TD STYLE="vertical-align: top; font-weight: bold; text-align: center">02199</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; font-weight: bold; text-align: center">Waltham, Massachusetts</TD>
    <TD STYLE="vertical-align: bottom; text-align: center">&nbsp;</TD>
    <TD STYLE="vertical-align: top; text-align: center">(Zip code)</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; text-align: center">(Address of principal <BR> executive offices)</TD>
    <TD STYLE="vertical-align: bottom; text-align: center">&nbsp;</TD>
    <TD STYLE="vertical-align: top; text-align: center">&nbsp;</TD></TR>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(617)&nbsp;753-1100<BR>
</B>(Registrant&rsquo;s telephone number, including area code)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Not Applicable<BR>
</B>(Former name or former address, if changed since last report)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Check the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:</P>

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    <TD STYLE="vertical-align: top; font-family: Wingdings">x</TD>
    <TD>&nbsp;</TD>
    <TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act</TD></TR>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; font-family: Wingdings">o</TD>
    <TD>&nbsp;</TD>
    <TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act</TD></TR>
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    <TD>&nbsp;</TD></TR>
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    <TD STYLE="vertical-align: top; font-family: Wingdings">o</TD>
    <TD>&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act</TD></TR>
<TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; font-family: Wingdings">o</TD>
    <TD>&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act</TD></TR>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 1.01. Entry Into A Material Definitive Agreement.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">On June 27, 2012, JWC Acquisition, Corp.
<FONT STYLE="color: black">a Delaware corporation (the &ldquo;<U>Company</U>&rdquo;) entered into a Contribution and Merger Agreement, (the &ldquo;<U>Contribution and Merger Agreement</U>&rdquo;) by and among, the Company, The Tile Shop, LLC, a
Delaware limited liability company (&ldquo;<U>The Tile Shop</U>&rdquo;), ILTS, LLC, a Delaware limited liability company (&ldquo;<U>ILTS</U>&rdquo;),
The Tile Shop, Inc., a Minnesota corporation (&ldquo;<U>TS Inc.</U>&rdquo;), JWTS, Inc., a Delaware corporation (&ldquo;<U>JWTS</U>&rdquo;)
and each of the other members of The Tile Shop (together with TS Inc., JWTS and ILTS, the &ldquo;<U>Members</U>&rdquo;), Nabron
International Inc., a Bahamas corporation (&ldquo;<U>Nabron</U>,&rdquo; and, together with the Members other than ILTS, the &ldquo;<U>Sellers</U>&rdquo;),
Tile Shop Holdings, Inc., a Delaware corporation (&ldquo;<U>TS Holdings</U>&rdquo;), Tile Shop Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of TS Holdings (&ldquo;<U>Merger Sub</U>&rdquo;) and Peter Jacullo, in his capacity as Sellers&rsquo;
representative (the &ldquo;<U>Sellers&rsquo; Representative</U>&rdquo;). The transactions contemplated by the Contribution and Merger Agreement are
collectively referred to as the &ldquo;Business Combination&rdquo;. </FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">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 sells over 4,000 products from around the world, including ceramic, porcelain, glass, and stainless steel manufactured tiles
and marble, granite, quartz, sandstone, travertine and onyx natural tiles, primarily under its proprietary Rush River, Fired Earth
and Superior brand names. As of May 31, 2012, The Tile Shop operated 61 stores in 20 states.</P>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Upon the consummation of the transactions
contemplated under the Contribution and Merger Agreement, the Sellers will contribute, directly or indirectly, all of the membership
interests in The Tile Shop to TS Holdings in exchange for cash and common stock and promissory notes of TS Holdings, each share
of common stock of the Company will be exchanged for one share of TS Holdings common stock, and TS Holdings will hold all of the
outstanding equity of The Tile Shop and the Company. After the completion of Business Combination, the current
members of The Tile Shop and the current stockholders of the Company will own approximately 67% and 33%, respectively, of the
issued and outstanding shares of TS Holdings common stock, assuming that none of the Company&rsquo;s stockholders exercise their
redemption rights in connection with the Business Combination.&nbsp;</P> <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Contribution and Merger Agreement is
subject to the approval of the Company&rsquo;s stockholders, in accordance with the Company&rsquo;s second amended and restated
certificate of incorporation and the Delaware General Corporation Law. If approved, the Business Combination is expected to be
consummated promptly following the receipt of approval from the Company stockholders and the satisfaction or waiver of the other
conditions.&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">TS Holdings intends to apply to have its
common stock listed on the Nasdaq Stock Market under the symbol &ldquo;TTS&rdquo;. The Company&rsquo;s warrants, which will become
exercisable for shares of TS Holdings common stock, will continue to be traded on the Over-The-Counter Bulletin Board (the &ldquo;<U>OTCBB</U>&rdquo;).
Upon the consummation of the Business Combination, the common stock and units of the Company will cease trading on the OTCBB.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">The Contribution and Merger Agreement
is described in greater detail below. This description of the Contribution and Merger Agreement is qualified in its entirety
by reference to the full text of such agreement which is attached hereto as Exhibit 2.1 and incorporated herein by reference. You are
urged to read the entire Contribution and Merger Agreement and the other exhibits attached hereto.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>The Contribution and Merger Agreement</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Contribution</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">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, constituting all of the  membership interests of The Tile Shop other than the membership interests
held by ILTS, and Nabron will contribute its membership interests in ILTS to TS Holdings (collectively, the
&ldquo;<U>Contribution</U>&rdquo;), resulting in The Tile Shop becoming wholly owned by TS Holdings, in exchange for
(i)&nbsp;a cash payment of $100,000,000 (the &ldquo;<U>Cash Consideration</U>&rdquo;), (ii)&nbsp;29,500,000 shares of TS
Holdings common stock (the &ldquo;<U>Stock Consideration</U>&rdquo;) and (iii) unsecured and subordinated promissory notes
issued by TS Holdings in an aggregate principal amount of $80,000,000 less the amount of indebtedness (including capital
lease obligations) of The Tile Shop and its subsidiary and cash payments due certain current and former employees under an
incentive equity plan of The Tile Shop (the &ldquo;<U>Promissory Note</U>&rdquo; and, together with the Cash Consideration
and the Stock Consideration, the &ldquo;<U>Contribution Consideration</U>&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">The Contribution Consideration is subject
to the following adjustments at the consummation of the Business Combination:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">1.</TD><TD>If the Company&rsquo;s stockholders exercise their rights to redeem greater than 1,500,000 shares of TS Holdings common stock
for cash equal to their pro rata share of the aggregate amount on deposit in trust account, then at the consummation of the Business
Combination (a) the Stock Consideration will be increased by the number of shares of TS Holdings common stock equal to the number
of shares that were redeemed in excess of 1,500,000, up to a maximum increase of an additional 2,500,000 shares of TS Holdings
common stock and (b) the Cash Consideration will be reduced by the number of each such additional share of Stock Consideration
multiplied by $10.</TD></TR></TABLE>

<P STYLE="margin-top: 0pt; margin-bottom: 0pt; font: 10pt Times New Roman, Times, Serif">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">2.</TD><TD>In the event that certain specified transaction expenses of the Company are less than $3,750,000, then the Stock Consideration
will be increased by the number of shares of TS Holdings Common Stock equal to the amount of such deficiency divided by 10.</TD></TR></TABLE>

<P STYLE="margin-top: 0pt; margin-bottom: 0pt; font: 10pt Times New Roman, Times, Serif">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">3.</TD><TD>In the event that the Company has entered into agreements to purchase  a portion of the Company&rsquo;s public warrants
                                                               with                                                                the
                                                               consent of the Sellers&rsquo; Representative, then (i)                                                                the
                                                               Stock Consideration will be increased by the number of                                                                shares
                                                               equal to the amount paid for such warrants (the &ldquo;<U>Warrant Purchase Amount</U>&rdquo;) divided by 10, and (ii) the
                                                               Cash Consideration will be reduced by an amount equal to the Warrant Purchase Amount.</TD></TR></TABLE>

<P STYLE="margin-top: 0pt; margin-bottom: 0pt; font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">The Promissory Notes will mature three
years from the consummation of the Business Combination, be prepayable at any time by TS Holdings without penalty, and have an
annual interest rate of 4% payable quarterly. Upon the issuance of senior indebtedness and the use of proceeds from such issuance
to repay not less than 50% of the principal amount of the Promissory Notes, the term of the Promissory Notes will extend to 180
days after the term of such senior indebtedness and the interest rate on the Promissory Notes will be increased to 10% per annum.
If the Promissory Notes have not been repaid in full within three years after the consummation of the Business Combination, the
holders of the Promissory Notes will have the right to convert their pro rata portion of up to an aggregate of $20,000,000 of the
then outstanding aggregate principal amount of such notes into common stock of TS Holdings at a conversion price of $10 per share.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Merger</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">Concurrently with the Contribution, Merger
Sub will merge with and into the Company (the &ldquo;<U>Merger</U>&rdquo;), with the Company surviving, and (i) each outstanding
share of the Company&rsquo;s common stock will be exchanged for one share of TS Holdings common stock, (ii) each outstanding warrant
which is currently exercisable for one share of the Company&rsquo;s common stock will be exercisable for one share of TS Holdings
common stock and (iii) each outstanding share of common stock of Merger Sub shall be exchanged for one share of the Company with
the Company becoming a wholly-owned subsidiary of TS Holdings. Prior to the Merger, each outstanding unit of the Company will be
separated into its component common stock and warrant, each of which will be treated as described above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Redemption Rights</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24pt">In connection with the
Business Combination, the holders of shares of common stock of the Company which were purchased in the Company&rsquo;s
initial public offering may redeem  their shares of common stock of the Company upon the consummation of the Business
Combination for cash in an amount equal to their pro rata share of the aggregate amount on deposit in the Company&rsquo;s
trust account established in connection with the Company&rsquo;s initial public offering. The Company has no specified maximum
redemption threshold; however, the consummation of the Business Combination is subject to condition that holders of no more
than 5,500,000 shares have exercised their redemption rights. In the event and to the extent that the Company&rsquo;s
stockholders exercise their redemption rights with respect to greater than 4,000,000 shares, members of JWC Acquisition LLC,
the Company&rsquo;s sponsor (the &ldquo;<U>Sponsor</U>&rdquo;), have agreed to purchase up to 1,500,000 shares of TS Holdings
common stock at a purchase price of $10.00 per share, in order to fund such redemptions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Representations and Warranties; Limited
Indemnification</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">The parties to the Contribution
and Merger Agreement have made representations and warranties to each other as of specific dates for the purpose of
allocating risk and not for the purpose of establishing facts. In addition, the representations and warranties are qualified
by information in confidential disclosure schedules exchanged by the parties together with the Contribution and Merger
Agreement. While the Company does not believe that these schedules contain material information that the securities laws
require it to publicly disclose, the disclosure schedules do contain information that modifies, qualifies and creates
exceptions to the representations and warranties set forth in the Contribution and Merger Agreement. Accordingly, the
representations and warranties should not be relied on as characterizations of the actual state of facts. Other than with
respect to each Seller&rsquo;s representations with respect to ownership of the membership interests in The Tile Shop and
with respect to the limited operations of ILTS, none of the representations and warranties set forth in the Contribution and
Merger Agreement will survive the closing of the Business Combination and will terminate as of such closing. Moreover, other
than with respect to liabilities of ILTS and certain pre-closing tax liabilities, the Sellers are not providing any specific
indemnification.&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 24.5pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Stockholders&rsquo; Meeting</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Company has  agreed to promptly
call a meeting of its stockholders for the purpose of voting upon the Contribution and Merger Agreement and will use its
reasonable best efforts to solicit the approval of the Combination and Merger Agreement by the stockholders of the
Company.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Registration Statement</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">TS Holdings will prepare and file with the
SEC a registration statement on Form S-4 in connection with the registration of the shares of TS Holdings to be issued to the Company&rsquo;s
stockholders pursuant to the Contribution and Merger Agreement, which registration statement will include a proxy statement/prospectus to be sent to the stockholders of the Company. The Company and TS Holdings are required to use their reasonable efforts
to have such registration statement declared effective as promptly as practicable thereafter.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Purchase of Warrants</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Company has agreed to seek
to identify holders of the Company&rsquo;s public warrants willing to sell their public warrants to the Company and, subject
to the consent of the Sellers&rsquo; Representative, agree to purchase such warrants upon the consummation of the Business
Combination. If the Company enters into any such agreements, the purchase price of such warrants will be funded by a
reduction in the amount of consideration payable to the Sellers as described above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Conditions to Completion of the Business Combination</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Consummation of the
Business Combination is subject to customary conditions, including, among others: (i) that the registration statement of TS
Holdings on Form S-4, which will include the proxy statement/prospectus, has been declared effective by the
SEC, (ii) that the stockholders of the Company having approved and adopted the Contribution and Merger Agreement, (iii) that
holders of no more than 5,500,000 shares of the Company&rsquo;s common stock exercise their redemption rights for cash
payment equal to their pro rata portion of the Trust Account, (iv) that holders of no more than 500,000 shares of the
Company&rsquo;s common stock exercise appraisal rights in connection with the Merger pursuant to the Delaware General
Corporation Law, (v) that all authorizations and permits required to be obtained from applicable government authorities have
been obtained and any applicable waiting period under the Hart-Scott- Rodino Act has expired, (vi) that the shares of TS
Holdings common stock shall have been approved for  quotation on the OTC Bulletin Board or listing on the NASDAQ Capital
Market and (vii)&nbsp;that there is no governmental order or law that would prohibit or otherwise make the Business
Combination illegal.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Termination </I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Contribution and Merger
Agreement may be terminated under certain limited circumstances prior to the earlier of the closing of the
Business Combination or August 23, 2012 or such later date following which the Company is required to cease all operations
and redeem the shares of the Company&rsquo;s common stock issued in the Company&rsquo;s initial public offering (the
&ldquo;Final Date&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"></P>




<P STYLE="margin-top: 0pt; margin-bottom: 0pt; font: 10pt Times New Roman, Times, Serif">&nbsp;</P>

<P STYLE="margin-top: 0pt; margin-bottom: 0pt; font: 10pt Times New Roman, Times, Serif"></P>

<P STYLE="margin-top: 0pt; margin-bottom: 0pt; font: 10pt Times New Roman, Times, Serif"></P>

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<P STYLE="margin-top: 0pt; margin-bottom: 0pt; font: 10pt Times New Roman, Times, Serif">&nbsp;</P>

<P STYLE="margin-top: 0pt; margin-bottom: 0pt; font: 10pt Times New Roman, Times, Serif"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">If the Contribution and Merger Agreement
is terminated, all rights and obligations of the parties thereunder will terminate without any liability of any party or any of
their respective affiliates or their directors, officers, partners, members, managers, employees, agents or representatives or
any of them; provided that such termination if on account of a willful breach of a covenant of a party will not relieve any party
then in breach of the covenant contained therein for any liability suffered by any other party or intended third-party beneficiary
under the Contribution and Merger Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">If the Company does not complete the
Business Combination by the Final Date, the Company will (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible, 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), and (iii) as promptly as reasonably
possible following such redemptions, dissolve and liquidate.</P>



<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Use of Funds in Trust Account</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Upon the consummation of the Business
Combination, the funds held in the trust account will be released (i) to pay the Company&rsquo;s 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 million in deferred underwriting compensation to the underwriters of the Company&rsquo;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, not to exceed $500,000, (v) to pay third parties (<I>e.g</I>., professional
advisors, printers, and consultants) who have rendered services to the Company, the Sellers, The Tile Shop, and TS Holdings
in connection with the Business Combination, (vi) to pay the aggregate purchase price payable by the Company for public
warrants it may purchase, and (vii) with any  balance to be used for working capital purposes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Board of Directors of TS Holdings</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Upon the consummation of the Contribution
and Merger Agreement, the directors of TS Holdings will be William Watts (Chairman), Robert Rucker, Peter Jacullo, Todd Krasnow,
Peter Kamin and Adam Suttin, with Messrs. Suttin and Jacullo in the class whose term will expire immediately prior to the annual
meeting of stockholders in 2013, Messrs. Krasnow and Kamin in the class whose term will expire immediately prior to the annual
meeting of stockholders in 2014, and Messrs. Watts and Rucker in the class whose term will expire immediately prior to the annual
meeting of stockholders in 2015. In addition, the parties have agreed that the members of the Audit Committee will be Messrs. Kamin,
Jacullo and Suttin and members of the Compensation Committee will be Messrs. Krasnow, Jacullo and Watts.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>Lock-Up Agreements of the Sellers and Sponsor</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Sellers and members of the Sponsor
have entered into lock-up agreements covering the shares of TS Holdings common stock that will be received by them pursuant
to the Contribution and Merger Agreement. The lock-up agreements generally provide that the Sellers and the members of the
Sponsor will be prohibited from selling shares of TS Holdings common stock received by them pursuant to the Business
Combination, until the earlier of (i) one year after the consummation of the Business Combination, (ii) 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 or (iii)
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. Additionally, 290,697 shares of TS Holdings common stock that will be held by members of the Sponsor will
be subject to a two year lock-up period, subject to earlier release in the event that (i) TS Holdings common stock achieves
the stock price target of $12.00 per share described above 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 for an amount which equals or exceeds $12.00
per share and these shares will be cancelled if the foregoing conditions have not been satisfied by the end of the two year
lock-up period. These transfer restrictions do not apply to certain permitted transfers, including transfers to family
members, entities established for estate planning purposes, controlled corporations and other entities, or in the event
that, subsequent to the consummation of the Business Combination, TS Holdings consummates a merger, stock exchange or other
similar transaction that results in all of its stockholders having the right to exchange their shares of TS Holdings common
stock for cash, securities or other property. The description of the Lock-up Agreements is qualified in its entirety by
reference to the full text of the Lock-up Agreements which are attached hereto as Exhibits 10.1 and 10.2.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>Registration Rights Agreement</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Company, TS Holdings, the Sellers and
the members of the Sponsor have entered into a Registration Rights Agreement pursuant to which the Sellers and members of the Sponsor
will be entitled to registration rights, subject to certain limitations, with respect to TS Holdings common stock they receive
in 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 members of the Sponsor
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 issued to the members of the Sponsor pursuant to the exercise of the sponsor
warrants. The securities that may be registered pursuant to the registration rights agreement are referred to as registrable securities.
The majority in interest of each of the Sellers and the members of the Sponsor may elect to exercise these registration rights
at any time after the earlier of (i) one year after the closing date or earlier if, subsequent to the closing date, the last sales
price of TS Holdings common stock equals or exceeds $12.00 per share 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 subsequent liquidation, merger, stock exchange or similar
transaction that results in all of the stockholders of TS Holdings having the right to exchange their shares of common stock for
cash, securities or other property. In addition, these stockholders will have certain &ldquo;piggyback&rdquo; registration rights
on registration statements filed after TS Holdings consummates the Business Combination. TS Holdings will bear the expenses incurred
in connection with the filing of any such registration statements. The description of the Registration Rights Agreement is qualified
in its entirety by reference to the full text of the Registration Rights Agreement which is attached hereto as Exhibit 10.3.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>Sponsor Agreement</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Sponsor, the members of
the Sponsor and TS Holdings have entered into a letter pursuant to which (i) immediately prior to the effective time of
the Merger, the Sponsor will distribute to its members all of the shares of Company&rsquo;s common stock held by the
Sponsor, (ii) immediately prior to the effective time of the Merger, each holder of warrants of the Company held by members
of the Sponsor (the &ldquo;<U>Sponsor Warrants</U>&rdquo;) will waive their rights and the rights of their permitted
transferees to exercise the Sponsor Warrants for cash and such Sponsor Warrants may only be exercised on a cashless basis and
prior to such cashless exercise such members will not sell, assign or otherwise transfer any of the Sponsor Warrants other
than to certain permitted transferees on terms set forth in the Warrant Agreement relating thereto; (iii) the Sponsor
Warrants will be subject to redemption after the underlying shares of the common stock of TS Holdings exceed $18 per share in
the same manner that the warrants held by persons other than the members of the Sponsor are subject to redemption; (iv)
members of the Sponsor will agree to purchase at the closing of the Business Combination up to 1,500,000 shares of the common
stock of TS Holdings at a price of $10 per share to the extent holders of Common Stock of the Company have exercised their
rights under the Company&rsquo;s certificate of incorporation, as amended, to cause the Company to redeem greater than
4,000,000 shares of the Company&rsquo;s common stock for a cash payment from trust account; (v) from the date of the Sponsor
Agreement until the 18 month anniversary of the consummation of the Business Combination, the members of the Sponsor agree
not to and to cause their affiliates not to, directly or indirectly purchase any warrants from public warrantholders; and
(vi) each of the members of the Sponsor has agreed to cause J.W. Childs Associates, L.P. to waive any of its rights to
convert any unreimbursed advances made to the Company into warrants of the Company. The description of the Sponsor Agreement
is qualified in its entirety by reference to the full text of the Sponsor Agreement which is attached hereto as Exhibit
10.4.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>Warrant Purchase Agreement</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Sellers and an affiliate of the Sponsor
have entered into a Warrant Purchase Agreement pursuant to which the Sellers have agreed to purchase at the closing of the Business
Combination 4,466,885 public warrants held by JWC Warrant Holdings, LLC for an aggregate purchase price of $3,419,327.00. The description
of the Warrant Purchase Agreement is qualified in its entirety by reference to the full text of the Warrant Purchase Agreement
which is attached hereto as Exhibit 10.5.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>Forward-Looking Statements</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><I>This Current Report on Form 8-K may include
&ldquo;forward looking statements&rdquo; within the meaning of the &ldquo;safe harbor&rdquo; provisions of the United Stated Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as &ldquo;anticipate&rdquo;,
&ldquo;believe&rdquo;, &ldquo;expect&rdquo;, &ldquo;estimate&rdquo;, &ldquo;plan&rdquo;, &ldquo;outlook&rdquo;, and &ldquo;project&rdquo;
and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements.
These factors include, but are not limited to: (1)&nbsp;the occurrence of any event, change or other circumstances that could give
rise to the termination of the Contribution and Merger Agreement; (2)&nbsp;the outcome of any legal proceedings that may be instituted
against the Company, Sellers, The Tile Shop or others following announcement of the Contribution and Merger Agreement and the Business
Combination; (3)&nbsp;the inability to complete the Business Combination due to the failure to obtain approval of the stockholders
of the Company; (4)&nbsp;delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory
approvals required to complete the Business Combination; (5)&nbsp;the risk that the proposed business combination would disrupt
current plans and operations as a result of the announcement and consummation of the Business Combination described herein; (6)
the ability to recognize the anticipated benefits of the proposed business combination; (7)&nbsp;costs related to the proposed
business combination; (8)&nbsp;changes in applicable laws or regulations; (9)&nbsp;the possibility that TS Holdings, The Tile Shop
or the Company may be adversely affected by other economic, business, and/or competitive factors; and (10)&nbsp;other risks and
uncertainties indicated from time to time in filings with the SEC by the Company or TS Holdings. </I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><I>Investors are referred to the most recent
reports filed with the SEC by the Company. Investors are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made, and the Company undertakes no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>Additional Information</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">TS Holdings intends to file with
the SEC a Registration Statement on Form S-4, which will include a preliminary proxy statement of the Company and a
prospectus in connection with the proposed business combination. The Company will mail a definitive proxy statement and other
relevant documents to the stockholders of the Company. Stockholders of the Company and other interested persons are advised
to read, when available, the preliminary proxy statement, and amendments thereto, and definitive proxy statement in
connection with the Company&rsquo;s solicitation of proxies for the special meeting to be held to adopt the Contribution and
Merger Agreement and approve the Business Combination because these proxy statements will contain important information about
the Company, The Tile Shop, TS Holdings and the transactions contemplated by the Contribution and Merger Agreement. The
definitive proxy statement will be mailed to stockholders of the Company as of a record date to be established for voting on
the Business Combination. Stockholders will also be able to obtain copies of the registration statement and the
proxy statement/prospectus, without charge, once available, at the SEC&rsquo;s Internet site at http://www.sec.gov or by
directing a request to: Jeffrey J. Teschke, Secretary, JWC Acquisition Corp., Bay Colony Corporate Center &ndash; North Entrance,
1000 Winter Street &ndash; Suite 4300, Waltham, Massachusetts 02451, or at jteschke@jwchilds.com.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: left; margin-bottom: 0pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>Participants in the Solicitation</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the proposed business combination. Information regarding the officers
and directors of the Company is available in the Company&rsquo;s annual report on Form 10-K for the year ended
December&nbsp;31, 2011, which has been filed with the SEC. Additional information regarding the interests of such potential
participants will also be included in the Registration Statement on Form S-4 (and will be included in the definitive proxy
statement/prospectus for the proposed business combination) and the other relevant documents filed with the SEC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><I>Disclaimer</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">This communication shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 9.01. Financial Statements and Exhibits.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">(d) Exhibits</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 6%">2.1*</TD>
    <TD STYLE="width: 94%">Contribution and Merger Agreement, dated as of June 27, 2012, by and among <FONT STYLE="color: black">JWC
    Acquisition Corp., The Tile Shop, LLC, ILTS, LLC, The Tile Shop, Inc., JWTS, Inc, and each of the other members of The Tile
    Shop that are signatories to the Contribution and Merger Agreement, Nabron International Inc., Tile Shop Holdings, Inc., Tile
    Shop Merger Sub, Inc., and Peter Jacullo, in his capacity as Sellers&rsquo; representative.</FONT></TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.1</TD>
    <TD>Sponsor Lock-Up Agreement dated June 27, 2012 by and among Tile Shop Holdings, Inc., JWC Acquisition Corp. and the members of JWC Acquisition, LLC.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.2</TD>
    <TD>Sellers Lock-Up Agreement dated June 27, 2012 by and among Nabron International, Inc., The Tile Shop, Inc., ILTS, LLC,
    JWTS, Inc., and  the other members of The Tile Shop, LLC, Tile Shop Holdings, Inc. and JWC Acquisition Corp.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.3</TD>
    <TD>Registration Rights Agreement dated June 27, 2012 by and among JWC Acquisition Corp., Tile Shop Holdings, Inc., the
    members of JWC Acquisition, LLC, Nabron International, Inc., The Tile Shop, Inc., JWTS, Inc. and the  other members of The
    Tile Shop, LLC.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.4</TD>
    <TD>Sponsor Agreement dated June 27, 2012, by and among JWC
    Acquisition LLC  and its members and Tile Shop Holdings, Inc.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.5</TD>
    <TD>&nbsp;Warrant Purchase Agreement dated June 27, 2012 by and among JWC Warrant Holdings, LLC, Nabron International, Inc.,
    The Tile Shop, Inc., JWTS, Inc. and the  other members of The Tile Shop, LLC.&nbsp;</TD></TR>
</TABLE>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">________________</P>

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    <TD STYLE="width: 10px">&nbsp;</TD>
    <TD STYLE="width: 48px">*</TD>
    <TD>The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt"><B>SIGNATURE</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Dated: June 27, 2012</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
<TR>
    <TD STYLE="width: 50%">&nbsp;</TD>
    <TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 34%">&nbsp;</TD>
    <TD STYLE="width: 14%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD COLSPAN="3">JWC Acquisition Corp.<BR> &nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR>
    <TD>&nbsp;</TD>
    <TD STYLE="border-bottom: windowtext 1pt solid; vertical-align: top">By:&nbsp;&nbsp;</TD>
    <TD COLSPAN="2" STYLE="border-bottom: windowtext 1pt solid">/s/ Jeffrey J. Teschke &nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">Jeffrey J. Teschke&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">Vice President, Treasurer and Secretary&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
</TABLE>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B><U>EXHIBIT INDEX</U></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

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<TR STYLE="vertical-align: top">
    <TD><U>Exhibit No.</U></TD>
    <TD COLSPAN="2"><U>Description</U></TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>2.1*</TD>
    <TD COLSPAN="2">Contribution and Merger Agreement, dated as of June 27, 2012, by and among <FONT STYLE="color: black">JWC Acquisition Corp., The Tile Shop, LLC, ILTS, LLC, The Tile Shop, Inc., JWTS, Inc, and each of the other members of The Tile Shop that are signatories to the Contribution and Merger Agreement, Nabron International Inc., Tile Shop Holdings, Inc., Tile Shop Merger Sub, Inc., and Peter Jacullo, in his capacity as Sellers&rsquo; representative.</FONT> </TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.1</TD>
    <TD COLSPAN="2">Sponsor Lock-Up Agreement dated June 27, 2012 by and among Tile Shop Holdings, Inc., JWC Acquisition Corp. and the members of JWC Acquisition, LLC.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.2</TD>
    <TD COLSPAN="2">Sellers Lock-Up Agreement dated June 27, 2012 by and among Nabron International, Inc., The Tile Shop, Inc.,
    ILTS, LLC, JWTS, Inc., and the other members of The Tile Shop, LLC, Tile Shop Holdings, Inc. and JWC Acquisition Corp.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.3</TD>
    <TD COLSPAN="2">Registration Rights Agreement dated June 27, 2012 by and among JWC Acquisition Corp., Tile Shop Holdings, Inc., the members of JWC Acquisition, LLC, Nabron International, Inc., The Tile Shop, Inc., JWTS, Inc. and the other members of The Tile Shop, LLC.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.4</TD>
    <TD COLSPAN="2">Sponsor Agreement dated June 27, 2012, by and among JWC
    Acquisition LLC  and its members and Tile Shop Holdings, Inc.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 11%">&nbsp;</TD>
    <TD STYLE="width: 40%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.5</TD>
    <TD COLSPAN="2">Warrant Purchase Agreement dated June 27, 2012 by and among JWC Warrant Holdings, LLC, Nabron International, Inc., The Tile Shop, Inc., JWTS, Inc. and the other members of The Tile Shop, LLC.</TD></TR>
</TABLE>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">________________</P>

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    <TD STYLE="width: 10px">&nbsp;</TD>
    <TD STYLE="width: 48px">*</TD>
    <TD>The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.</TD></TR>
</TABLE>
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[{"type": "8-K", "sequence": "1", "filename": "v317004_8k.htm", "description": "FORM 8-K", "secsgml_size_bytes": 65750}]
{"company-data": {"conformed-name": "JWC Acquisition Corp.", "cik": "0001498157", "assigned-sic": "6770", "irs-number": "273092187", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-54202", "film-number": "12929760"}, "business-address": {"street1": "111 HUNTINGTON AVENUE", "street2": "SUITE 2900", "city": "BOSTON", "state": "MA", "zip": "02199", "phone": "617-753-1100"}, "mail-address": {"street1": "111 HUNTINGTON AVENUE", "street2": "SUITE 2900", "city": "BOSTON", "state": "MA", "zip": "02199"}}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): June 27, 2012 (June 27, 2012)
JWC ACQUISITION CORP.
(Exact Name of Registrant as Specified in
Charter)
Delaware
(State or other jurisdiction of
incorporation)
000-54202
(Commission File Number)
27-3092187
(I.R.S. Employer
Identification Number)
Bay Colony Corporate Center – North Entrance
1000 Winter Street – Suite 4300
02199
Waltham, Massachusetts
(Zip code)
(Address of principal
executive offices)
(617) 753-1100
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
x
Written communications pursuant to Rule 425 under the Securities Act
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01. Entry Into A Material Definitive Agreement.
On June 27, 2012, JWC Acquisition, Corp.
a Delaware corporation (the "
Company
") entered into a Contribution and Merger Agreement, (the "
Contribution and Merger Agreement
") by and among, the Company, The Tile Shop, LLC, a
Delaware limited liability company ("
The Tile Shop
"), ILTS, LLC, a Delaware limited liability company ("
ILTS
"),
The Tile Shop, Inc., a Minnesota corporation ("
TS Inc.
"), JWTS, Inc., a Delaware corporation ("
JWTS
")
and each of the other members of The Tile Shop (together with TS Inc., JWTS and ILTS, the "
Members
"), Nabron
International Inc., a Bahamas corporation ("
Nabron
," and, together with the Members other than ILTS, the "
Sellers
"),
Tile Shop Holdings, Inc., a Delaware corporation ("
TS Holdings
"), Tile Shop Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of TS Holdings ("
Merger Sub
") and Peter Jacullo, in his capacity as Sellers'
representative (the "
Sellers' Representative
"). The transactions contemplated by the Contribution and Merger Agreement are
collectively referred to as the "Business Combination".
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 sells over 4,000 products from around the world, including ceramic, porcelain, glass, and stainless steel manufactured tiles
and marble, granite, quartz, sandstone, travertine and onyx natural tiles, primarily under its proprietary Rush River, Fired Earth
and Superior brand names. As of May 31, 2012, The Tile Shop operated 61 stores in 20 states.
Upon the consummation of the transactions
contemplated under the Contribution and Merger Agreement, the Sellers will contribute, directly or indirectly, all of the membership
interests in The Tile Shop to TS Holdings in exchange for cash and common stock and promissory notes of TS Holdings, each share
of common stock of the Company will be exchanged for one share of TS Holdings common stock, and TS Holdings will hold all of the
outstanding equity of The Tile Shop and the Company. After the completion of Business Combination, the current
members of The Tile Shop and the current stockholders of the Company will own approximately 67% and 33%, respectively, of the
issued and outstanding shares of TS Holdings common stock, assuming that none of the Company's stockholders exercise their
redemption rights in connection with the Business Combination.
The Contribution and Merger Agreement is
subject to the approval of the Company's stockholders, in accordance with the Company's second amended and restated
certificate of incorporation and the Delaware General Corporation Law. If approved, the Business Combination is expected to be
consummated promptly following the receipt of approval from the Company stockholders and the satisfaction or waiver of the other
conditions.
TS Holdings intends to apply to have its
common stock listed on the Nasdaq Stock Market under the symbol "TTS". The Company's warrants, which will become
exercisable for shares of TS Holdings common stock, will continue to be traded on the Over-The-Counter Bulletin Board (the "
OTCBB
").
Upon the consummation of the Business Combination, the common stock and units of the Company will cease trading on the OTCBB.
The Contribution and Merger Agreement
is described in greater detail below. This description of the Contribution and Merger Agreement is qualified in its entirety
by reference to the full text of such agreement which is attached hereto as Exhibit 2.1 and incorporated herein by reference. You are
urged to read the entire Contribution and Merger Agreement and the other exhibits attached hereto.
The Contribution and Merger Agreement
Contribution
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, constituting all of the  membership interests of The Tile Shop other than the membership interests
held by ILTS, and Nabron will contribute its membership interests in ILTS to TS Holdings (collectively, the
"
Contribution
"), resulting in The Tile Shop becoming wholly owned by 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) unsecured and subordinated promissory notes
issued by TS Holdings in an aggregate principal amount of $80,000,000 less the amount of indebtedness (including capital
lease obligations) of The Tile Shop and its subsidiary and cash payments due certain current and former employees under an
incentive equity plan of The Tile Shop (the "
Promissory Note
" and, together with the Cash Consideration
and the Stock Consideration, the "
Contribution Consideration
").
The Contribution Consideration is subject
to the following adjustments at the consummation of the Business Combination:
1.
If the Company's stockholders exercise their rights to redeem greater than 1,500,000 shares of TS Holdings common stock
for cash equal to their pro rata share of the aggregate amount on deposit in trust account, then at the consummation of the Business
Combination (a) the Stock Consideration will be increased by the number of shares of TS Holdings common stock equal to the number
of shares that were redeemed in excess of 1,500,000, up to a maximum increase of an additional 2,500,000 shares of TS Holdings
common stock and (b) the Cash Consideration will be reduced by the number of each such additional share of Stock Consideration
multiplied by $10.
2.
In the event that certain specified transaction expenses of the Company are less than $3,750,000, then the Stock Consideration
will be increased by the number of shares of TS Holdings Common Stock equal to the amount of such deficiency divided by 10.
3.
In the event that the Company has entered into agreements to purchase  a portion of the Company's public warrants
                                                               with                                                                the
                                                               consent of the Sellers' Representative, then (i)                                                                the
                                                               Stock Consideration will be increased by the number of                                                                shares
                                                               equal to the amount paid for such warrants (the "
Warrant Purchase Amount
") divided by 10, and (ii) the
                                                               Cash Consideration will be reduced by an amount equal to the Warrant Purchase Amount.
The Promissory Notes will mature three
years from the consummation of the Business Combination, be prepayable at any time by TS Holdings without penalty, and have an
annual interest rate of 4% payable quarterly. Upon the issuance of senior indebtedness and the use of proceeds from such issuance
to repay not less than 50% of the principal amount of the Promissory Notes, the term of the Promissory Notes will extend to 180
days after the term of such senior indebtedness and the interest rate on the Promissory Notes will be increased to 10% per annum.
If the Promissory Notes have not been repaid in full within three years after the consummation of the Business Combination, the
holders of the Promissory Notes will have the right to convert their pro rata portion of up to an aggregate of $20,000,000 of the
then outstanding aggregate principal amount of such notes into common stock of TS Holdings at a conversion price of $10 per share.
Merger
Concurrently with the Contribution, Merger
Sub will merge with and into the Company (the "
Merger
"), with the Company surviving, and (i) each outstanding
share of the Company's common stock will be exchanged for one share of TS Holdings common stock, (ii) each outstanding warrant
which is currently exercisable for one share of the Company's common stock will be exercisable for one share of TS Holdings
common stock and (iii) each outstanding share of common stock of Merger Sub shall be exchanged for one share of the Company with
the Company becoming a wholly-owned subsidiary of TS Holdings. Prior to the Merger, each outstanding unit of the Company will be
separated into its component common stock and warrant, each of which will be treated as described above.
Redemption Rights
In connection with the
Business Combination, the holders of shares of common stock of the Company which were purchased in the Company's
initial public offering may redeem  their shares of common stock of the Company upon the consummation of the Business
Combination for cash in an amount equal to their pro rata share of the aggregate amount on deposit in the Company's
trust account established in connection with the Company's initial public offering. The Company has no specified maximum
redemption threshold; however, the consummation of the Business Combination is subject to condition that holders of no more
than 5,500,000 shares have exercised their redemption rights. In the event and to the extent that the Company's
stockholders exercise their redemption rights with respect to greater than 4,000,000 shares, members of JWC Acquisition LLC,
the Company's sponsor (the "
Sponsor
"), have agreed to purchase up to 1,500,000 shares of TS Holdings
common stock at a purchase price of $10.00 per share, in order to fund such redemptions.
Representations and Warranties; Limited
Indemnification
The parties to the Contribution
and Merger Agreement have made representations and warranties to each other as of specific dates for the purpose of
allocating risk and not for the purpose of establishing facts. In addition, the representations and warranties are qualified
by information in confidential disclosure schedules exchanged by the parties together with the Contribution and Merger
Agreement. While the Company does not believe that these schedules contain material information that the securities laws
require it to publicly disclose, the disclosure schedules do contain information that modifies, qualifies and creates
exceptions to the representations and warranties set forth in the Contribution and Merger Agreement. Accordingly, the
representations and warranties should not be relied on as characterizations of the actual state of facts. Other than with
respect to each Seller's representations with respect to ownership of the membership interests in The Tile Shop and
with respect to the limited operations of ILTS, none of the representations and warranties set forth in the Contribution and
Merger Agreement will survive the closing of the Business Combination and will terminate as of such closing. Moreover, other
than with respect to liabilities of ILTS and certain pre-closing tax liabilities, the Sellers are not providing any specific
indemnification.
Stockholders' Meeting
The Company has  agreed to promptly
call a meeting of its stockholders for the purpose of voting upon the Contribution and Merger Agreement and will use its
reasonable best efforts to solicit the approval of the Combination and Merger Agreement by the stockholders of the
Company.
Registration Statement
TS Holdings will prepare and file with the
SEC a registration statement on Form S-4 in connection with the registration of the shares of TS Holdings to be issued to the Company's
stockholders pursuant to the Contribution and Merger Agreement, which registration statement will include a proxy statement/prospectus to be sent to the stockholders of the Company. The Company and TS Holdings are required to use their reasonable efforts
to have such registration statement declared effective as promptly as practicable thereafter.
Purchase of Warrants
The Company has agreed to seek
to identify holders of the Company's public warrants willing to sell their public warrants to the Company and, subject
to the consent of the Sellers' Representative, agree to purchase such warrants upon the consummation of the Business
Combination. If the Company enters into any such agreements, the purchase price of such warrants will be funded by a
reduction in the amount of consideration payable to the Sellers as described above.
Conditions to Completion of the Business Combination
Consummation of the
Business Combination is subject to customary conditions, including, among others: (i) that the registration statement of TS
Holdings on Form S-4, which will include the proxy statement/prospectus, has been declared effective by the
SEC, (ii) that the stockholders of the Company having approved and adopted the Contribution and Merger Agreement, (iii) that
holders of no more than 5,500,000 shares of the Company's common stock exercise their redemption rights for cash
payment equal to their pro rata portion of the Trust Account, (iv) that holders of no more than 500,000 shares of the
Company's common stock exercise appraisal rights in connection with the Merger pursuant to the Delaware General
Corporation Law, (v) that all authorizations and permits required to be obtained from applicable government authorities have
been obtained and any applicable waiting period under the Hart-Scott- Rodino Act has expired, (vi) that the shares of TS
Holdings common stock shall have been approved for  quotation on the OTC Bulletin Board or listing on the NASDAQ Capital
Market and (vii) that there is no governmental order or law that would prohibit or otherwise make the Business
Combination illegal.
Termination
The Contribution and Merger
Agreement may be terminated under certain limited circumstances prior to the earlier of the closing of the
Business Combination or August 23, 2012 or such later date following which the Company is required to cease all operations
and redeem the shares of the Company's common stock issued in the Company's initial public offering (the
"Final Date").
If the Contribution and Merger Agreement
is terminated, all rights and obligations of the parties thereunder will terminate without any liability of any party or any of
their respective affiliates or their directors, officers, partners, members, managers, employees, agents or representatives or
any of them; provided that such termination if on account of a willful breach of a covenant of a party will not relieve any party
then in breach of the covenant contained therein for any liability suffered by any other party or intended third-party beneficiary
under the Contribution and Merger Agreement.
If the Company does not complete the
Business Combination by the Final Date, the Company will (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible, 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), and (iii) as promptly as reasonably
possible following such redemptions, dissolve and liquidate.
Use of Funds in Trust Account
Upon the consummation of the Business
Combination, the funds held in the trust account will be released (i) to pay the Company's 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 million in deferred underwriting compensation to the underwriters of the Company'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, not to exceed $500,000, (v) to pay third parties (
e.g
., professional
advisors, printers, and consultants) who have rendered services to the Company, the Sellers, The Tile Shop, and TS Holdings
in connection with the Business Combination, (vi) to pay the aggregate purchase price payable by the Company for public
warrants it may purchase, and (vii) with any  balance to be used for working capital purposes.
Board of Directors of TS Holdings
Upon the consummation of the Contribution
and Merger Agreement, the directors of TS Holdings will be William Watts (Chairman), Robert Rucker, Peter Jacullo, Todd Krasnow,
Peter Kamin and Adam Suttin, with Messrs. Suttin and Jacullo in the class whose term will expire immediately prior to the annual
meeting of stockholders in 2013, Messrs. Krasnow and Kamin in the class whose term will expire immediately prior to the annual
meeting of stockholders in 2014, and Messrs. Watts and Rucker in the class whose term will expire immediately prior to the annual
meeting of stockholders in 2015. In addition, the parties have agreed that the members of the Audit Committee will be Messrs. Kamin,
Jacullo and Suttin and members of the Compensation Committee will be Messrs. Krasnow, Jacullo and Watts.
Lock-Up Agreements of the Sellers and Sponsor
The Sellers and members of the Sponsor
have entered into lock-up agreements covering the shares of TS Holdings common stock that will be received by them pursuant
to the Contribution and Merger Agreement. The lock-up agreements generally provide that the Sellers and the members of the
Sponsor will be prohibited from selling shares of TS Holdings common stock received by them pursuant to the Business
Combination, until the earlier of (i) one year after the consummation of the Business Combination, (ii) 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 or (iii)
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. Additionally, 290,697 shares of TS Holdings common stock that will be held by members of the Sponsor will
be subject to a two year lock-up period, subject to earlier release in the event that (i) TS Holdings common stock achieves
the stock price target of $12.00 per share described above 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 for an amount which equals or exceeds $12.00
per share and these shares will be cancelled if the foregoing conditions have not been satisfied by the end of the two year
lock-up period. These transfer restrictions do not apply to certain permitted transfers, including transfers to family
members, entities established for estate planning purposes, controlled corporations and other entities, or in the event
that, subsequent to the consummation of the Business Combination, TS Holdings consummates a merger, stock exchange or other
similar transaction that results in all of its stockholders having the right to exchange their shares of TS Holdings common
stock for cash, securities or other property. The description of the Lock-up Agreements is qualified in its entirety by
reference to the full text of the Lock-up Agreements which are attached hereto as Exhibits 10.1 and 10.2.
Registration Rights Agreement
The Company, TS Holdings, the Sellers and
the members of the Sponsor have entered into a Registration Rights Agreement pursuant to which the Sellers and members of the Sponsor
will be entitled to registration rights, subject to certain limitations, with respect to TS Holdings common stock they receive
in 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 members of the Sponsor
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 issued to the members of the Sponsor pursuant to the exercise of the sponsor
warrants. The securities that may be registered pursuant to the registration rights agreement are referred to as registrable securities.
The majority in interest of each of the Sellers and the members of the Sponsor may elect to exercise these registration rights
at any time after the earlier of (i) one year after the closing date or earlier if, subsequent to the closing date, the last sales
price of TS Holdings common stock equals or exceeds $12.00 per share 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 subsequent liquidation, merger, stock exchange or similar
transaction that results in all of the stockholders of TS Holdings having the right to exchange their shares of common stock for
cash, securities or other property. In addition, these stockholders will have certain "piggyback" registration rights
on registration statements filed after TS Holdings consummates the Business Combination. TS Holdings will bear the expenses incurred
in connection with the filing of any such registration statements. The description of the Registration Rights Agreement is qualified
in its entirety by reference to the full text of the Registration Rights Agreement which is attached hereto as Exhibit 10.3.
Sponsor Agreement
The Sponsor, the members of
the Sponsor and TS Holdings have entered into a letter pursuant to which (i) immediately prior to the effective time of
the Merger, the Sponsor will distribute to its members all of the shares of Company's common stock held by the
Sponsor, (ii) immediately prior to the effective time of the Merger, each holder of warrants of the Company held by members
of the Sponsor (the "
Sponsor Warrants
") will waive their rights and the rights of their permitted
transferees to exercise the Sponsor Warrants for cash and such Sponsor Warrants may only be exercised on a cashless basis and
prior to such cashless exercise such members will not sell, assign or otherwise transfer any of the Sponsor Warrants other
than to certain permitted transferees on terms set forth in the Warrant Agreement relating thereto; (iii) the Sponsor
Warrants will be subject to redemption after the underlying shares of the common stock of TS Holdings exceed $18 per share in
the same manner that the warrants held by persons other than the members of the Sponsor are subject to redemption; (iv)
members of the Sponsor will agree to purchase at the closing of the Business Combination up to 1,500,000 shares of the common
stock of TS Holdings at a price of $10 per share to the extent holders of Common Stock of the Company have exercised their
rights under the Company's certificate of incorporation, as amended, to cause the Company to redeem greater than
4,000,000 shares of the Company's common stock for a cash payment from trust account; (v) from the date of the Sponsor
Agreement until the 18 month anniversary of the consummation of the Business Combination, the members of the Sponsor agree
not to and to cause their affiliates not to, directly or indirectly purchase any warrants from public warrantholders; and
(vi) each of the members of the Sponsor has agreed to cause J.W. Childs Associates, L.P. to waive any of its rights to
convert any unreimbursed advances made to the Company into warrants of the Company. The description of the Sponsor Agreement
is qualified in its entirety by reference to the full text of the Sponsor Agreement which is attached hereto as Exhibit
10.4.
Warrant Purchase Agreement
The Sellers and an affiliate of the Sponsor
have entered into a Warrant Purchase Agreement pursuant to which the Sellers have agreed to purchase at the closing of the Business
Combination 4,466,885 public warrants held by JWC Warrant Holdings, LLC for an aggregate purchase price of $3,419,327.00. The description
of the Warrant Purchase Agreement is qualified in its entirety by reference to the full text of the Warrant Purchase Agreement
which is attached hereto as Exhibit 10.5.
Forward-Looking Statements
This Current Report on Form 8-K may include
"forward looking statements" within the meaning of the "safe harbor" provisions of the United Stated Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate",
"believe", "expect", "estimate", "plan", "outlook", and "project"
and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements.
These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give
rise to the termination of the Contribution and Merger Agreement; (2) the outcome of any legal proceedings that may be instituted
against the Company, Sellers, The Tile Shop or others following announcement of the Contribution and Merger Agreement and the Business
Combination; (3) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders
of the Company; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory
approvals required to complete the Business Combination; (5) the risk that the proposed business combination would disrupt
current plans and operations as a result of the announcement and consummation of the Business Combination described herein; (6)
the ability to recognize the anticipated benefits of the proposed business combination; (7) costs related to the proposed
business combination; (8) changes in applicable laws or regulations; (9) the possibility that TS Holdings, The Tile Shop
or the Company may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and
uncertainties indicated from time to time in filings with the SEC by the Company or TS Holdings.
Investors are referred to the most recent
reports filed with the SEC by the Company. Investors are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made, and the Company undertakes no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
Additional Information
TS Holdings intends to file with
the SEC a Registration Statement on Form S-4, which will include a preliminary proxy statement of the Company and a
prospectus in connection with the proposed business combination. The Company will mail a definitive proxy statement and other
relevant documents to the stockholders of the Company. Stockholders of the Company and other interested persons are advised
to read, when available, the preliminary proxy statement, and amendments thereto, and definitive proxy statement in
connection with the Company's solicitation of proxies for the special meeting to be held to adopt the Contribution and
Merger Agreement and approve the Business Combination because these proxy statements will contain important information about
the Company, The Tile Shop, TS Holdings and the transactions contemplated by the Contribution and Merger Agreement. The
definitive proxy statement will be mailed to stockholders of the Company as of a record date to be established for voting on
the Business Combination. Stockholders will also be able to obtain copies of the registration statement and the
proxy statement/prospectus, without charge, once available, at the SEC's Internet site at http://www.sec.gov or by
directing a request to: Jeffrey J. Teschke, Secretary, JWC Acquisition Corp., Bay Colony Corporate Center – North Entrance,
1000 Winter Street – Suite 4300, Waltham, Massachusetts 02451, or at jteschke@jwchilds.com.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the proposed business combination. Information regarding the officers
and directors of the Company is available in the Company's annual report on Form 10-K for the year ended
December 31, 2011, which has been filed with the SEC. Additional information regarding the interests of such potential
participants will also be included in the Registration Statement on Form S-4 (and will be included in the definitive proxy
statement/prospectus for the proposed business combination) and the other relevant documents filed with the SEC.
Disclaimer
This communication shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1*
Contribution and Merger Agreement, dated as of June 27, 2012, by and among
JWC
    Acquisition Corp., The Tile Shop, LLC, ILTS, LLC, The Tile Shop, Inc., JWTS, Inc, and each of the other members of The Tile
    Shop that are signatories to the Contribution and Merger Agreement, Nabron International Inc., Tile Shop Holdings, Inc., Tile
    Shop Merger Sub, Inc., and Peter Jacullo, in his capacity as Sellers' representative.
10.1
Sponsor Lock-Up Agreement dated June 27, 2012 by and among Tile Shop Holdings, Inc., JWC Acquisition Corp. and the members of JWC Acquisition, LLC.
10.2
Sellers Lock-Up Agreement dated June 27, 2012 by and among Nabron International, Inc., The Tile Shop, Inc., ILTS, LLC,
    JWTS, Inc., and  the other members of The Tile Shop, LLC, Tile Shop Holdings, Inc. and JWC Acquisition Corp.
10.3
Registration Rights Agreement dated June 27, 2012 by and among JWC Acquisition Corp., Tile Shop Holdings, Inc., the
    members of JWC Acquisition, LLC, Nabron International, Inc., The Tile Shop, Inc., JWTS, Inc. and the  other members of The
    Tile Shop, LLC.
10.4
Sponsor Agreement dated June 27, 2012, by and among JWC
    Acquisition LLC  and its members and Tile Shop Holdings, Inc.
10.5
Warrant Purchase Agreement dated June 27, 2012 by and among JWC Warrant Holdings, LLC, Nabron International, Inc.,
    The Tile Shop, Inc., JWTS, Inc. and the  other members of The Tile Shop, LLC.
________________
*
The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: June 27, 2012
JWC Acquisition Corp.
By:
/s/ Jeffrey J. Teschke
Jeffrey J. Teschke
Vice President, Treasurer and Secretary
EXHIBIT INDEX
Exhibit No.
Description
2.1*
Contribution and Merger Agreement, dated as of June 27, 2012, by and among
JWC Acquisition Corp., The Tile Shop, LLC, ILTS, LLC, The Tile Shop, Inc., JWTS, Inc, and each of the other members of The Tile Shop that are signatories to the Contribution and Merger Agreement, Nabron International Inc., Tile Shop Holdings, Inc., Tile Shop Merger Sub, Inc., and Peter Jacullo, in his capacity as Sellers' representative.
10.1
Sponsor Lock-Up Agreement dated June 27, 2012 by and among Tile Shop Holdings, Inc., JWC Acquisition Corp. and the members of JWC Acquisition, LLC.
10.2
Sellers Lock-Up Agreement dated June 27, 2012 by and among Nabron International, Inc., The Tile Shop, Inc.,
    ILTS, LLC, JWTS, Inc., and the other members of The Tile Shop, LLC, Tile Shop Holdings, Inc. and JWC Acquisition Corp.
10.3
Registration Rights Agreement dated June 27, 2012 by and among JWC Acquisition Corp., Tile Shop Holdings, Inc., the members of JWC Acquisition, LLC, Nabron International, Inc., The Tile Shop, Inc., JWTS, Inc. and the other members of The Tile Shop, LLC.
10.4
Sponsor Agreement dated June 27, 2012, by and among JWC
    Acquisition LLC  and its members and Tile Shop Holdings, Inc.
10.5
Warrant Purchase Agreement dated June 27, 2012 by and among JWC Warrant Holdings, LLC, Nabron International, Inc., The Tile Shop, Inc., JWTS, Inc. and the other members of The Tile Shop, LLC.
________________
*
The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.