UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Information Required in Proxy Statement

Schedule 14a Information

Proxy Statement Pursuant to Section 14(a) of The

Securities Exchange Act of 1934

(Amendment No. 2)

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

QUINPARIO ACQUISITION CORP.

(Name of Registrant as Specified in Its Charter)

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

REVISED PRELIMINARY COPY SUBJECT TO COMPLETION

DATED JUNE 3, 2014

QUINPARIO ACQUISITION CORP.

12935 N. Forty Drive, Suite 201,

St. Louis, Missouri 63141

Dear Quinpario Acquisition Corp. Stockholders:

You are cordially invited to attend the special meeting in lieu of the 2014 annual meeting of stockholders of Quinpario Acquisition Corp., which we refer to as “we,” “us,” “our,” “Quinpario” or the “Company,” on June 30, 2014, at 9:00 A.M., Eastern Time, at the offices of Olshan Frome Wolosky LLP, 65 East 55th Street, New York, New York 10022.

At the special meeting, our stockholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve a stock purchase agreement (the “Purchase Agreement”) providing for the acquisition of all of the capital stock of Jason Partners Holdings Inc., which we refer to as “Jason,” and which acquisition we refer to as the “Business Combination,” by JPHI Holdings Inc., a wholly owned subsidiary of Quinpario (“Quinpario Sub”), from Jason Partners Holdings LLC (“Seller”) and certain members of Seller. Pursuant to the Purchase Agreement, the purchase price for the Business Combination is $538.65 million (the “Purchase Price”). The consideration to be paid to certain members of Seller and certain directors and management of Jason (collectively, the “Rollover Participants”) and Seller for their respective shares of Jason common stock will be funded through a combination of cash held in our trust account, the contribution of Jason common stock to Quinpario Sub by the Rollover Participants (such contribution, the “rollover”), the proceeds of our debt financing, and the anticipated proceeds from the sale of preferred stock in a private placement (the “PIPE Investment”), as further discussed in the accompanying proxy statement. Additionally, we have received commitments from certain investors pursuant to which they have collectively agreed to purchase shares of Quinpario common stock through (i) open market or privately negotiated transactions with third parties on or before the time required so that such shares are held of record on or before the record date for the special meeting, (ii) a private placement with consummation no earlier than simultaneous with that of the Business Combination, or (iii) a combination thereof, in order to ensure sufficient funds to consummate the Business Combination (the “Backstop Commitment”). A portion of the proceeds from our debt financing will also be used to pay certain of Jason’s existing indebtedness. To the extent not utilized to consummate the Business Combination, the proceeds from the trust account, debt financing, PIPE Investment and Backstop Commitment will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. A copy of the Purchase Agreement is attached to the accompanying proxy statement asAnnex A.

Our stockholders will also be asked to consider and vote upon proposals (a) to approve and adopt an amendment to the Company’s amended and restated certificate of incorporation to (i) increase the Company’s authorized common stock and preferred stock, which we refer to as “Proposal 2”, (ii) provide for the classification of our board of directors into three classes of directors with staggered terms of office and to make certain related changes, which we refer to as “Proposal 3,” (iii) provide for certain additional changes, including changing the Company’s name from “Quinpario Acquisition Corp.” to “Jason Industries, Inc.”, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company, which we refer to as “Proposal 4,” (iv) provide for a consent to personal jurisdiction and service of process, which we refer to as “Proposal 5,” (b) to elect three directors to serve as Class III directors on our board of directors until the 2017 annual meeting of stockholders and until their respective successors are duly elected and qualified, which we refer to as the “Director Election Proposal,” (c) to approve, for purposes of complying with applicable NASDAQ Listing Rules, the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the PIPE Investment and Backstop Commitment, which we refer to as the “Nasdaq Proposal,” (d) to approve and adopt the Jason Industries, Inc. 2014 Omnibus Incentive Plan (an equity-based incentive plan), a copy of which is attached to the accompanying proxy statement asAnnex D, which we refer to as the “Incentive Plan Proposal,” (d)(e) to approve, by a non-binding advisory vote, certain compensation arrangements that may be paid or become payable to our named executive officers upon completion of the Business Combination, whereby “our named executive officers” means the named executive officers of the Company assuming completion of the Business Combination, which we refer to as the “Business Combination-RelatedCombination-

Related Compensation Proposal,” and (e)(f) to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies

if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal or Proposal 2. A copy of our proposed second amended and restated certificate of incorporation incorporating Proposal 2, Proposal 3, Proposal 4 and Proposal 5 is attached asAnnex C to the accompanying proxy statement.

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

Our common stock, units and warrants are currently listed on The NASDAQ Stock Market under the symbols “QPAC,” “QPACU” and “QPACW,” respectively. We have applied to continue the listing of our common stock and warrants on The NASDAQ Stock Market under the symbols “JASN” and “JASNW,” respectively, upon the closing of the Business Combination. At the closing, our units will separate into their component shares of Quinpario common stock, par value $0.0001 (“Quinpario Common Stock”), and warrants to purchase one share of Quinpario Common Stock and cease separate trading.

Pursuant to our amended and restated certificate of incorporation, we are providing our public stockholders with the opportunity to redeem, upon the closing of the transactions contemplated by the Purchase Agreement, shares of Quinpario Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the transactions contemplated by the Purchase Agreement) in the trust account that holds the proceeds (less taxes payable and any interest that we may withdraw for working capital) of our initial public offering closed on August 14, 2013 (the “IPO”). For illustrative purposes, based on funds in the trust account of approximately $177.1 million on March 31, 2014, the estimated per share redemption price would have been approximately $10.26.Public stockholders may elect to redeem their shares even if they vote for the BusinessCombination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding public shares (the “20% threshold”). Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination, although we have commenced a tender offer to purchase up to 9,200,000 of our public warrants, at a purchase price of $0.75 per public warrant, subject to certain conditions as further described in the accompanying proxy statement. The holders of shares of Quinpario Common Stock issued prior to our IPO, which we refer to as “founder shares,” have agreed to waive their redemption rights with respect to any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, Quinpario Partners I, LLC, which we refer to as our “Sponsor,” certain of its affiliates and our independent directors own approximately 29.9%30.1% of our issued and outstanding shares of common stock, including all of the founder shares. Our Sponsor and other founders have agreed to vote any shares of Quinpario Common Stock owned by them in favor of the Business Combination Proposal.

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

After careful consideration, our board of directors has unanimously approved and adopted the Purchase Agreement and unanimously recommends that our stockholders vote FOR adoption and approval of the Business Combination, FOR approval of Proposal 2 and FOR all other proposals presented to our stockholders in the accompanying proxy statement. When you consider the board recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Proposal No. 1—Approval of the Business Combination—Certain Benefits of Quinpario’s Directors and Officers and Others in the Business Combination.”

Approval of the Business Combination Proposal, the Nasdaq Proposal, Business Combination-Related Compensation Proposal, Incentive Plan Proposal and Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of our common stock represented in person or by proxy and entitled to vote thereon at the special meeting. Approval of Proposal 2, Proposal 3, Proposal 4 and Proposal 5 requires the affirmative vote of holders of a majority of our outstanding shares of common stock. Approval of the Director Election Proposal requires the affirmative vote of the holders of a plurality of the shares of our common stock represented in person or by proxy and entitled to vote thereon at the special meeting. The board of directors and stockholders of Jason have already approved the Business Combination.

Unless waived by the Company, it is a condition to closing under the Purchase Agreement that at least $115.0 million remain in our trust account at closing. Each redemption of shares of Quinpario Common Stock by our public stockholders will decrease the amount in our trust account, which holds approximately $177.1 million as of March 31, 2014. If, however, redemptions by our public stockholders cause us to have less than $115.0 million in our trust account at the closing of the Business Combination, certain of the Rollover Participants will have the option (but not the obligation) to contribute in connection with the rollover an additional aggregate amount of their current equity in Jason to Quinpario Sub equal to the shortfall between the cash then in the trust account and $115.0 million. In no event, however, will we redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001. The debt financing, PIPE Investment and any private placement of common stock made pursuant to the Backstop Commitment are contingent upon stockholder approval and closing of the Business Combination. Any open market or privately negotiated transactions made pursuant to the Backstop Commitment are not contingent upon stockholder approval of the Business Combination, as further disclosed in the accompanying proxy statement. The issuance of 20% or more of our outstanding common stock pursuant to the PIPE Investment and Backstop Commitment requires stockholder approval of the Nasdaq Proposal.

Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible using one of the following methods to ensure that your vote is counted, regardless of whether you expect to attend the special meeting in person: (1) call the toll-free number specified on the enclosed proxy card and follow the instructions when prompted, (2) access the Internet website specified on the enclosed proxy card and follow the instructions provided to you, or (3) complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting. A failure to vote your shares is the equivalent of a vote “AGAINST” Proposal 2, Proposal 3, Proposal 4 and Proposal 5 but, assuming a quorum is otherwise validly established, will have no effect on the other proposals to be considered at the special meeting of stockholders. Unless waived by the parties to the Purchase Agreement, the closing of the Business Combination is conditioned upon the adoption and approval of the Business Combination Proposal and Proposal 2.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the special meeting. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have the same effect as a vote AGAINST Proposal 2, Proposal 3, Proposal 4 and Proposal 5 but will have no effect on the other proposals (but, in the case of Proposal 2, is the practical equivalent to a vote AGAINST the Business Combination Proposal). If you are a stockholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL AND DEMAND THAT QUINPARIO REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO QUINPARIO’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY

EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT

WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

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

This proxy statement is dated ,June 16, 2014, and is first being mailed to stockholders of the Company on or about ,June 17, 2014.

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

REVISED PRELIMINARY COPY SUBJECT TO COMPLETION

DATED JUNE 3, 2014

QUINPARIO ACQUISITION CORP.

12935 N. Forty Drive, Suite 201,

St. Louis, Missouri 63141

NOTICE OF SPECIAL MEETING IN LIEU OF 2014 ANNUAL MEETING

OF STOCKHOLDERS OF QUINPARIO ACQUISITION CORP.

To Be Held Onon June 30, 2014

To the Stockholders of Quinpario Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2014 annual meeting of stockholders (the “special meeting”) of Quinpario Acquisition Corp., a Delaware corporation (“we,” “us,” “our,” “Quinpario” or the “Company”), will be held on June 30, 2014, at 9:00 A.M., Eastern Time, at the offices of Olshan Frome Wolosky LLP, 65 East 55th Street, New York, New York 10022. You are cordially invited to attend the special meeting for the following purposes:

(1) The Business Combination Proposal—to consider and vote upon a proposal to approve and adopt the Stock Purchase Agreement, dated as of March 16, 2014, as it may be amended (the “Purchase Agreement”), by and among the Company, JPHI Holdings Inc., a Delaware corporation and wholly-owned subsidiary of Quinpario (“Quinpario Sub”), Jason Partners Holdings Inc., a Delaware corporation (“Jason”), and Jason Partners Holdings LLC, a Delaware limited liability company (“Seller”), and the transactions contemplated thereby (the “Business Combination Proposal”), which provides for the acquisition (the “Business Combination”) of all of the capital stock of Jason;

(2) Proposal 2—Toto consider and act upon a proposed amendment to the Company’s amended and restated certificate of incorporation to increase the Company’s authorized common stock (“Proposal 2”);

(3) Proposal 3—Toto consider and act upon a proposed amendment to the Company’s amended and restated certificate of incorporation to provide for the classification of our board of directors into three classes of directors with staggered terms of office and to make certain related changes (“Proposal 3”);

(4) Proposal 4—Toto consider and act upon a proposed amendment to the Company’s amended and restated certificate of incorporation to provide for certain additional changes, including changing the Company’s corporate name from “Quinpario Acquisition Corp.” to “Jason Industries, Inc.”, which our board of directors believes are necessary to adequately address the post-Business Combination needs of the Company (“Proposal 4”);

(5) Proposal 5—Toto consider and act upon a proposed amendment to the Company’s amended and restated certificate of incorporation to provide for a consent to personal jurisdiction and service of process (“Proposal 5”);

(6) The Director Election Proposal—to consider and vote upon a proposal to elect three directors upon consummation of the Business Combination to serve as Class III directors on Quinpario’s board of directors until the 2017 annual meeting of stockholders and until their respective successors are duly elected and qualified (the “Director Election Proposal”);

(7) The Nasdaq Proposal—to consider and vote upon a proposal to approve, for purposes of complying with applicable NASDAQ Listing Rules, the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the PIPE Investment and Backstop Commitment (the “Nasdaq Proposal”);

(8) The Incentive Plan Proposal—to consider and vote upon a proposal to approve and adopt the Jason Industries, Inc. 2014 Omnibus Incentive Plan (the “Incentive Plan Proposal”);

(8)(9) The Business Combination-Related Compensation Proposal—Toto approve, by a non-binding advisory vote, certain compensation arrangements that may be paid or become payable to our named executive officers upon completion of the Business Combination, whereby “our named executive officers” means the named

executive officers of the Company assuming completion of the Business Combination, (the “Business Combination-Related Compensation Proposal”); and

(9)(10) The Adjournment Proposal—to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal or Proposal 2 (the “Adjournment Proposal”).

Only holders of record of our common stock at the close of business on June 16, 2014 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Pursuant to our amended and restated certificate of incorporation, we will provide our public stockholders with the opportunity to redeem, upon the closing of the transactions contemplated by the Purchase Agreement, shares of Quinpario Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the consummation of the transactions contemplated by the Purchase Agreement) in the trust account that holds the proceeds (less taxes payable and any interest that we may withdraw for working capital) of our initial public offering closed on August 14, 2013 (the “IPO”). For illustrative purposes, based on funds in the trust account of approximately $177.1 million on March 31, 2014, the estimated per share redemption price would have been approximately $10.26.Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding public shares (the “20% threshold”). The holders of shares of Quinpario Common Stock issued prior to our IPO (“founder shares”) have agreed to waive their redemption rights with respect to any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, Quinpario Partners I, LLC, our Sponsor, certain of its affiliates and our independent directors own approximately 29.9%30.1% of our issued and outstanding shares of common stock, including all of the founder shares.

The transactions contemplated by the Purchase Agreement will be consummated only if the Business Combination Proposal and Proposal 2 are approved at the special meeting. In addition, (i) each of Proposal 3, Proposal 4, Proposal 5, the Director Election Proposal, is conditioned on the approval ofNasdaq Proposal 2 and the Business Combination Proposal, (ii) the Incentive Plan Proposal is conditioned on the approval of Proposal 2 and the Business CombinationalCombination Proposal, and (iii)(ii) Proposal 2 Proposal 3, Proposal 4, Proposal 5 and the Business Combination-Related Compensation Proposal are conditioned on the approval of the Business Combination Proposal. Each of Proposal 3, Proposal 4 and Proposal 5 is also conditioned on the approval of Proposal 2. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth on the proxy statement.

We have no specified maximum redemption threshold under our charter other than the 20% threshold. However, unless waived by the Company, it is a condition to closing under the Purchase Agreement that at least $115.0 million remain in our trust account at closing. Each redemption of shares of our outstanding common stock by our public stockholders will decrease the amount in our trust account, which holds approximately $177.1 million. If, however, redemptions of our outstanding common stock by our public stockholders cause us to have less than $115.0 million in our trust account at the closing of the Business Combination, certain of the Rollover Participants will have the option (but no obligation) to contribute in connection with the rollover an additional aggregate amount of their current equity in Jason to Quinpario Sub in exchange for shares of Quinpario Sub common stock equal in value to the cash shortfall. In no event, however, will we redeem shares of our outstanding common stock in an amount that would cause our net tangible assets to be less than $5,000,001. We anticipate raising additional proceeds to fund the Business Combination through a debt financing and the sale of preferred stock (the “PIPE Investment”). Additionally, we have received commitments from certain investors pursuant to which they have collectively agreed to purchase shares of Quinpario common stock through (i) open

market or privately negotiated transactions with third parties on or before the time required so that such shares are held of record on or before the record date for the special meeting, (ii) a private placement with consummation no earlier than simultaneous with that of the Business Combination, or (iii) a combination thereof, in order to ensure sufficient funds to consummate the Business Combination (the “Backstop Commitment”). A portion of the proceeds from our debt financing will also be used to pay certain of Jason’s existing indebtedness. To the extent not utilized to consummate the Business Combination, the proceeds from the trust account, debt financing, PIPE Investment and Backstop Commitment will be used for general corporate purposes, including,

but not limited to, working capital for operations, capital expenditures and future acquisitions. The PIPE Investment and any private placement of common stock made pursuant to the Backstop Commitment are contingent upon stockholder approval of the Business Combination Proposal. Any open market or privately negotiated transactions made pursuant to the Backstop Commitment are not contingent on stockholder approval of the Business Combination Proposal, as further disclosed in the accompanying proxy statement. The issuance of 20% or more of our outstanding common stock pursuant to the PIPE Investment and Backstop Commitment requires stockholder approval of the Nasdaq Proposal.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related transactions and each of our proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow & Co., LLC at (800) 662-5200 (banks and brokers call collect at (203) 658-9400).

TABLE OF CONTENTS

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SUMMARY TERM SHEET

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

See “Summary—Impact of the Business Combination on Quinpario’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

conditioned on the approval of Proposal 2 and the Business Combination Proposal. Proposal 2 and the Business Combination-Related Compensation Proposal are conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth on this proxy statement.

FREQUENTLY USED TERMS

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

In this document:

“Backstop Commitment” means the commitment between Quinpario and certain investors pursuant to which such investors have collectively agreed to purchase up to $17.5 million of shares of Quinpario Common Stock, through (x) open market or privately negotiated transactions with third parties, at a purchase price of up to $10.255 per share, to occur on or before the time required so that such shares are held of record on or before the record date for the special meeting, (y) a private placement with consummation no earlier than simultaneous with that of the Business Combination at a purchase price of $10.255 per share, or (z) a combination thereof.thereof, pursuant to that certain Backstop and Subscription Agreement by and between the Company and the investors named therein filed with the SEC as Exhibit 10.11 to the Company’s Form 10-Q for the quarterly period ended March 31, 2014 on May 15, 2014. Such investors have also agreed during such period to vote any Quinpario Common Stock that they own, whether acquired pursuant to the Backstop Commitment or otherwise, in favor of the Business Combination and the other proposals set forth herein at the special meeting.

“Business Combination” means the acquisition of all the capital stock of Jason by Quinpario Sub pursuant to the Purchase Agreement.

“Cash Consideration” means the portion of the Purchase Price which is payable in cash.

“current certificate” means our amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware on August 8, 2013.

“Debt Financing” or “debt financing” means the commitment letter from a syndicate of lenders led by Deutsche Bank AG New York Branch to provide financing to Jason in the aggregate amount of approximately $460.0 million to refinance Jason’s existing indebtedness, pay a portion of the Purchase Price and use for general corporate purposes.

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

“extension units” means an aggregate of up to 225,000 extension units which may be purchased separately by our Sponsor or its designee in the event we are unable to consummate our initial business combination within 16 months of the consummation of our IPO.

“founder shares” means the 6,208,333 shares of Quinpario Common Stock issued prior to Quinpario IPO, 469,000 of which have been transferred by our Sponsor to our independent directors and to certain employees of an affiliate of our Sponsor, and 75,000 are subject to forfeiture by our Sponsor (but not its transferees) upon consummation of the Business Combination because extension units will not be purchased.

“initial stockholders” means our Sponsor and each of our officers and directors and certain employees of an affiliate of our Sponsor, in each case, that hold founder shares.

“IPO” means our initial public offering, consummated on August 14, 2013 through the sale of 17,250,000 public units (including 2,250,000 units sold pursuant to the underwriters’ exercise in full of their over-allotment option) at $10.000 per share.

“Jason” means Jason Partners Holdings Inc., a Delaware corporation and wholly-owned subsidiary of Seller.

“PIPE Investment” means the private placement of 45,000 shares of Series A Convertible Preferred Stock for gross proceeds to the Company of approximately $45 million, pursuant to that certain Backstop and Subscription Agreement by and between the Company and the investors named therein entered into infiled with the SEC as Exhibit 10.11 to the Company’s Form 10-Q for the quarterly period ended March 31, 2014 on May 15, 2014.

“placement shares” means 1,150,000 shares of Quinpario Common Stock included within the placement units purchased separately in the private placement by our Sponsor.

“placement units” means 1,150,000 units purchased separately by our Sponsor in the private placement, each placement unit consisting of one placement share and one placement warrant.

“placement warrants” means the 1,150,000 warrants included within the placement units purchased by our Sponsor in the private placement, each of which is exercisable for one share of Quinpario Common Stock, in accordance with its terms.

“private placement” means the private sale of 1,150,000 units purchased by our Sponsor that occurred simultaneously with the consummation of our IPO for a purchase price of $10.00 per placement unit for a total purchase price of $11,500,000.

“proposed certificate” means the proposed second amended and restated certificate of incorporation of Quinpario, which will become the Company’s certificate of incorporation upon the approval of Proposal 2, Proposal 3, Proposal 4, Proposal 5 and the Business Combination ProposalsProposal and the consummation of the Business Combination. A copy of the proposed certificate is attached hereto asAnnex C.

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

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

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

“Purchase Agreement” means the Stock Purchase Agreement, dated as of March 16, 2014, as it may be amended, by and among the Company, Quinpario Sub, Jason and Seller.

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

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

“Quinpario Preferred Stock” or “our preferred stock” means preferred stock, par value $0.0001 per share, of Quinpario, 100,000 shares of which have been designated Series A Convertible Preferred Stock.

“Quinpario Sub” means JPHI Holdings Inc., a Delaware corporation and wholly-owned subsidiary of Quinpario.

“Quinpario Sub Shares” means shares of common stock, par value $0.0001 per share, of Quinpario Sub.

“Rollover Agreement” means that certain agreement to be entered into in connection with the consummation of the Business Combination by and among Quinpario, Quinpario Sub and the Rollover Participants pursuant to which, among other things, the Rollover Participants shall receive the option to exchange all or a portion of their Quinpario Sub Shares into the same number of shares of Quinpario Common Stock. For the sake of clarity, the Rollover Agreement refers to the agreement defined as the Investor Rights Agreement in the Purchase Agreement.

“Rollover Funds” means Saw Mill Capital LLC, Falcon Investment Advisors, LLC and Hamilton Lane Co-Investment Fund II, LP.

“Rollover Participants” means (i) each of Jason’s current executive officers, which includes: David C. Westgate, Chairman, President and Chief Executive Officer, Stephen L. Cripe, Chief Financial Officer, William P. Schultz, General Counsel, David A. Cataldi, President, Janesville Acoustics, Srivas Prasad, President, Milsco Manufacturing Company, Dr. Florestan von Boxberg, President, Jason Finishing Group, and John J. Hengel, Vice-President, Finance, (ii) two non-executive officer employees of Jason, (iii) existing director of Jason, Vincent L. Martin, and (iv) the Rollover Funds.

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

“Seller” means Jason Partners Holdings LLC, a Delaware limited liability company.

“Series A Convertible Preferred Stock” means the 100,000 shares of Quinpario Preferred Stock designated as 8.0% Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share.

“special meeting” means the special meeting in lieu of the 2014 annual meeting of stockholders of Quinpario that is the subject of this proxy statement.

“Sponsor” means Quinpario Partners I, LLC, a Delaware limited liability company.

“Warrant Tender Offer” means the offer by Quinpario to purchase up to 9,200,000 of its public warrants at a purchase price of $0.75 per warrant, subject to certain conditions, including that (i) the Purchase Agreement is not terminated for any reason, (ii) we have at least $115 million in our trust account, after giving effect to any redemption of public shares, and (iii) it would not, in our reasonable judgment, be reasonably likely to prevent or delay the closing of the Business Combination or the ability of Quinpario or Quinpario Sub to obtain any portion of the Debt Financing.is consummated. The tender offer commenced on May 6, 2014 and is scheduled to expire on June 4, 2014, although we intend to extend the Warrant Tender Offer to ensure the expiration date of the offer occurs after the consummation of the Business Combination.Combination on July 7, 2014.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

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

Our common stock, units and warrants are currently listed on The NASDAQ Stock Market under the symbols “QPAC,” “QPACU” and “QPACW,” respectively. We have applied to continue the listing of our common stock and warrants on The NASDAQ Stock Market under the symbols “JASN” and “JASNW,” respectively, upon the closing of the Business Combination. At the closing, our units will separate into their component shares of common stock and warrants to purchase one share of our common stock.

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

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

7.	To approve, for purposes of complying with applicable NASDAQ Listing Rules, the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the PIPE Investment and Backstop Commitment (this proposal is referred to herein as the “Nasdaq Proposal”);

Sponsor, will retain an ownership interest of approximately 29.7%29.9% of Quinpario. In turn, Quinpario will retain an ownership interest of approximately 87.6% in Quinpario Sub, and the Rollover Participants will own approximately 12.4% of the outstanding common stock of Quinpario Sub. If any of Quinpario’s stockholders exercise their redemption rights, the ownership interest in Quinpario of Quinpario’s public stockholders will decrease and the ownership interest in Quinpario of our initial stockholders, including our Sponsor, will increase, although Quinpario’s and the Rollover Participants’ respective ownership interests in Quinpario Sub will change, at the option of the Rollover Participants, only in the event that redemptions by Quinpario stockholders cause us to maintain less than $115.0 million in our trust account at closing. Upon the closing of the Business Combination, Quinpario Sub will own 100% of the outstanding common stock of Jason. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Quinpario’s existing stockholders in Quinpario will be different and the percentage ownership retained by Quinpario in Quinpario Sub will be different (with our sponsor and its affiliate, above certain redemption levels, owning a majority of our outstanding shares of common stock). The ownership percentage with respect to Quinpario following the Business Combination does not take into account (i) the option of each Rollover Participant to (at its election) exchange, after the consummation of the Business Combination, all or a portion of such Rollover Participant’s Quinpario Sub Shares into the same number of shares of Quinpario Common Stock pursuant to the terms of the Rollover Agreement, (ii) warrants to purchase Quinpario’s common stock that may remain outstanding following the Business Combination and the Warrant Tender Offer, (iii) the issuance of any shares under the Company’s proposed 2014 Omnibus Incentive Plan, (iv) the issuance of any shares of Series A Convertible Preferred Stock convertible into shares of Quinpario Common Stock pursuant to the PIPE Investment or (v) the issuance of any shares of Quinpario Common Stock pursuant to the Backstop Commitment (in the event of a private placement, which will occur, if at all, no earlier than simultaneous with the Business Combination). If the actual facts are different than these assumptions, the percentage ownership retained by Quinpario’s existing stockholders in Quinpario will be different and the percentage ownership retained by Quinpario in Quinpario Sub will be different.

See “Summary—Impact of the Business Combination on Quinpario’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

to collectively purchase up to $17.5 million worth of shares of Quinpario Common Stock through (x) open

market or privately negotiated transactions with third parties, at a purchase price of up to $10.255 per share, to occur on or before the time required so that such shares are held of record on or before the record date for the special meeting, (y) a private placement with consummation no earlier than simultaneous with that of the Business Combination at a purchase price of $10.255 per share, or (z) a combination thereof, which we referred to as the Backstop Commitment. The investors that are party to the Backstop Commitment will use reasonable best efforts to purchase shares in the open market or in privately negotiated transactions prior to the record date for the special meeting. Since the Company will not receive any funds from the purchase of shares in the open market or in privately negotiated transactions, it is unlikely that Quinpario will receive the full $17.5 million in proceeds contemplated by the Backstop Commitment. The investors in the Backstop Commitment have agreed to vote any Quinpario Common Stock that they own, whether acquired pursuant to the Backstop Commitment or otherwise, in favor of the Business Combination and the other proposals set forth herein at the special meeting. Each of the investors in the Backstop Commitment has also agreed not to transfer any Quinpario Common Stock that it owns other than sales, in the open market, at a price of $10.265 per share or greater, of any Quinpario Common Stock owned by it on March 27, 2014, until the earlier of (i) the closing of the Business Combination, (ii) August 15, 2014, or (iii) the public announcement by the Company of the termination of the Purchase Agreement.

To the extent not utilized to consummate the Business Combination, the proceeds from the trust account, Debt Financing, PIPE Investment and Backstop Commitment will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. The PIPE Investment and any private placement of Quinpario Common Stock made pursuant to the Backstop Commitment are contingent upon stockholder approval and the consummation of the Business Combination. Any open market or privately negotiated transactions made pursuant to the Backstop Commitment are not contingent upon stockholder approval and the consummation of the closing of the Business Combination. The issuance of 20% or more of our outstanding common stock pursuant to the PIPE Investment and Backstop Commitment requires stockholder approval of the Nasdaq Proposal.

In May 2014, Quinpario and the investors in the PIPE Investment and Backstop Commitment also entered into a registration rights agreement that provides for the registration of our common stock, if purchased from the Company in a private placement pursuant to the Backstop Commitment, and Series A Convertible Preferred Stock purchased pursuant to the PIPE Investment (including the common stock into which the Series A Convertible Preferred Stock is convertible).

Q:	Why is Quinpario proposing the Nasdaq Proposal?

proxy and entitled to vote thereon at the special meeting. Accordingly, a Quinpario stockholder’s failure to vote by proxy or to vote in person at the special meeting or the failure of a Quinpario stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will not be counted towards the number of shares of Quinpario Common Stock required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Business Combination-Related Compensation Proposal or the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote AGAINST these proposals.

The approval of Proposal 2, Proposal 3, Proposal 4 and Proposal 5 each require the affirmative vote of the holders of a majority of the outstanding shares of our common stock. Accordingly, a Quinpario stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting or a broker non-vote with regard to any such proposal will have the same effect as a vote “AGAINST” such proposal.

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

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

In addition, simultaneously with the execution of the Purchase Agreement, our Sponsor and certain affiliates of our Sponsor, including Quinpario Partners LLC (collectively, the “Quinn Stockholders”), entered into a Stockholder Voting Agreement with Seller and Jason (the “Stockholder Voting Agreement”). Pursuant to the Stockholder Voting Agreement, the Quinn Stockholders have agreed, among other things, to vote the shares of Quinpario Common Stock held by the Quinn Stockholders (representing as of the date hereof approximately 28% of the voting power of the Company) in favor of the adoption of the Purchase Agreement and approval of the Business Combination and other transactions contemplated by the Purchase Agreement.

Q:	How will providers of the Backstop Commitment vote?

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

will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the trust account of approximately $177.1 million on March 31, 2014, the estimated per share redemption price would have been approximately $10.26. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including interest but net of franchise and income taxes payable and dissolution expenses) in connection with the liquidation of the trust account.

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

sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Quinpario Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The redemption, however, may be treated as a distribution if it does not effect a meaningful reduction in the redeeming stockholder’s percentage ownership in Quinpario. Any such distribution will be treated as dividend income to the extent of our current or accumulated earnings and profits. Any distribution in excess of our earnings and profits will reduce the redeeming stockholder’s basis in the Quinpario Common Stock, and any remaining excess will be treated as gain realized on the sale or other disposition of the Quinpario Common Stock. See the section entitled “Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.”

Q:	What is the Warrant Tender Offer?

If, as a result of the termination of the Purchase Agreement or otherwise, we are unable to complete the Business Combination or another business combination transaction within 16 months (or up to 24 months in case of extensions) of August 14, 2013, our amended and restated certificate of incorporation provides that we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest but net of franchise and income taxes payable and dissolution expenses, by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the board of directors in accordance with

applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Quinpario’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

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

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

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

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

you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

liabilities, losses, damages and expenses. Quinpario will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Quinpario’s common stock for their expenses in forwarding soliciting materials to beneficial owners of the Quinpario’s common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Paul J. Berra III, Vice President, General Counsel & Secretary

Quinpario Acquisition Corp.

12935 N. Forty Drive, Suite 201,

St. Louis, Missouri 63141

Tel: (314) 548-6200

Email: pjberra@quinpario.com

You may also contact our proxy solicitor at:

Morrow & Co., LLC

470 West Avenue, 3rd Floor,

Stamford, CT 06902;

Individuals call toll-free: (800) 662-5200

Banks and brokerage, please call (203) 658-9400

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

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

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

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

RISK FACTORS

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

Risk Factors Relating to Jason’s Business

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

Jason derives its revenues largely from customers in the following industry sectors: agricultural, construction and industrial manufacturing. Factors affecting any of these industries in general, or any of its customers in particular, could adversely affect Jason because its revenue growth largely depends on the continued growth of its customers’ businesses in their respective industries. These factors include:

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

Some of Jason’s business segments are cyclical. A downturn or weakness in overall economic activity can have a material negative impact on Jason.

Historically, sales of products that Jason manufactures have been subject to cyclical variations caused by changes in general economic conditions. During recessionary periods, such as the recent global economic recession, Jason has been adversely affected by reduced demand for its products. In addition, the strength of the economy generally may affect the rates of expansion, consolidation, renovation and equipment replacement in the industries Jason serves.

Volatility in the prices of raw materials and energy prices and our ability to pass along increased costs to our customers could adversely affect Jason’s results of operations.

The prices of raw materials critical to Jason’s business and performance, such as steel, are based on global supply and demand conditions. Certain raw materials used by Jason, including polyurethane foam, vinyl, plastics,

steel, polyester fiber, bicomponent fiber and machined fiber are only available from a limited number of suppliers, and it may be difficult to find alternative suppliers at the same or similar costs. Although our contracts and long term arrangements with our customers generally do not expressly allow us to pass through increases in our raw materials, energy costs and other inputs to our customers, we endeavor to discuss price adjustments with our customers on a case by case basis where it makes business sense. While Jason strives to pass through the price of raw materials to its customers (other than increases in order amounts which are subject to negotiation), Jason may not be able to do so in the future, and volatility in the prices of raw materials may affect customer demand for certain products. In addition, Jason, along with its suppliers and customers, rely on various energy sources for a number of activities connected with its business, such as the transportation of raw materials and finished products. Energy and utility prices, including electricity and water prices, and in particular prices for petroleum-based energy sources, are volatile and have been on an upward trend. Increased supplier and customer operating costs arising from volatility in the prices of energy sources, such as increased energy and utility costs and transportation costs, could be passed through to Jason and it may not be able to increase its product prices sufficiently or at all to offset such increased costs. The impact of any volatility in the prices of energy or the raw materials on which Jason relies, including the reduction in demand for certain products caused by such price volatility, could result in a loss of revenue and profitability and adversely affect Jason’s results of operations.

Jason competes with numerous other manufacturers in each of its segments and competition from these providers may affect the profitability of Jason’s business.

The industries Jason serves are highly competitive. Jason competes with numerous companies that manufacture finishing, seating, automotive acoustics and components products. Many of Jason’s competitors have international operations and significant financial resources and some have substantially greater manufacturing, research and design and marketing resources than Jason. These competitors may, among others:

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

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

Jason’s business plan calls for further expansion over the next several years. Jason anticipates that further development of its infrastructure and an increase in the number of its employees will be required to achieve Jason’s planned broadening of its product offerings and client base, improvements in its machines and materials used in its machines, and its planned international growth. In particular, Jason must increase its marketing and

services staff to support new marketing and service activities and to meet the needs of both new and existing customers. Jason’s future success will depend in part upon the ability of its management to manage its growth effectively. If Jason’s management is unsuccessful in meeting these challenges, it may not be able to achieve its anticipated level of growth which would adversely affect Jason’s results of operations.

Jason may not be able to maintain its engineering, technological and manufacturing expertise.

The markets for Jason’s products are characterized by changing technology and evolving process development. The continued success of Jason’s business will depend upon its ability to:

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

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

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

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

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

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

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

Additionally, a further nonpro rataequity issuance would dilute your ownership interest.

If Jason fails to develop new and innovative products or if customers in its markets do not accept them, Jason’s results would be negatively affected.

Jason’s products must be kept current to meet its customers’ needs. To remain competitive, Jason therefore must develop new and innovative products on an ongoing basis. If Jason fails to make innovations or the market does not accept Jason’s new products, its sales and results would suffer. Jason invests significantly in the research and development of new products. These expenditures do not always result in products that will be accepted by the market. To the extent they do not, whether as a function of the product or the business cycle, Jason will have increased expenses without significant sales to benefit it. Failure to develop successful new products may also cause potential customers to purchase competitors’ products, rather than invest in products manufactured by Jason.

The potential impact of failing to deliver products on time could increase the cost of the products.

In most instances, Jason guarantees that it will deliver a product by a scheduled date. If Jason subsequently fails to deliver the product as scheduled, Jason may be held responsible for cost impacts and/or other damages resulting from any delay. To the extent that these failures to deliver may occur, the total damages for which Jason could be liable could significantly increase the cost of the products; as such, Jason could experience reduced profits or, in some cases, a loss for that contract. Additionally, failure to deliver products on time could result in damage to customer relationships, the potential loss of customers, and reputational damage which could impair Jason’s ability to attract new customers.

Increasing costs of doing business in many countries in which Jason operates may adversely affect its business and financial results.

Increasing costs such as labor and overhead costs in the countries in which Jason operates may erode its profit margins and compromise its price competitiveness. Historically, the low cost of labor in certain of the

countries in which Jason operates had been a competitive advantage but labor costs in these countries, such as China, have been increasing. Jason’s profitability also depends on its ability to manage and contain its other operating expenses such as the cost of utilities, factory supplies, factory space costs, equipment rental, repairs and maintenance and freight and packaging expenses. In the event Jason is unable to manage any increase in its labor and other operating expenses in an environment where revenue does not increase proportionately, Jason’s financial results would be adversely affected.

Jason’s international scope will require it to obtain financing in various jurisdictions.

Jason operates manufacturing facilities in the United States and 11 foreign countries, which creates financing challenges for it. These challenges include navigating local legal and regulatory requirements associated with obtaining debt or equity financing in the respective foreign jurisdictions in which Jason operates. In the event that Jason is not able to obtain financing on satisfactory terms in any of these jurisdictions, it could significantly impair its ability to run its foreign operations on a cost effective basis or to grow such operations. Failure to manage such challenges may adversely affect Jason’s business and results of operations.

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

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

Jason has operations in many countries and such operations may be subject to a number of risks specific to these countries.

Jason’s international operations across many different jurisdictions may be subject to a number of risks specific to these countries, including:

These factors may harm Jason’s results of operations, and any measures that Jason may implement to reduce the effect of volatile currencies and other risks of its international operations may not be effective. In Jason’s experience, entry into new international markets requires considerable management time as well as start-up expenses for market development, hiring and establishing office facilities before any significant revenue is generated. As a result, initial operations in a new market may operate at low margins or may be unprofitable.

Jason’s international sales and operations are subject to applicable laws relating to trade, export controls and foreign corrupt practices, the violation of which could adversely affect its operations.

Jason must comply with all applicable international trade, customs, export controls and economic sanctions laws and regulations of the United States and other countries. Jason is also subject to the Foreign Corrupt Practices Act and other anti-bribery laws that generally bar bribes or unreasonable gifts to foreign governments or officials. Changes in trade sanctions laws may restrict Jason’s business practices, including cessation of business activities in sanctioned countries or with sanctioned entities, and may result in modifications to compliance programs. Violation of these laws or regulations could result in sanctions or fines and could have a material adverse effect on Jason’s financial condition, results of operations and cash flows.

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

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

Jason is subject to risks of currency fluctuations and related hedging operations, and the appreciation of the currencies of countries in which Jason conducts its manufacturing operations, particularly the Euro, may negatively affect the profitability of its business.

Jason reports its financial results in U.S. dollars. Approximately 20% of Jason’s net sales are in currencies other than the U.S. dollar. Changes in exchange rates among other currencies, especially the Euro, to the U.S. dollar may negatively affect Jason’s net sales, cost of sales, gross profit and net income where Jason’s expenses

and revenues are denominated in different currencies. Jason cannot predict the effect of future exchange rate fluctuations. Jason may from time to time use financial instruments, primarily short-term forward contracts, to hedge Euro and other currency commitments arising from foreign currency obligations. Jason does not have a fixed hedging policy currently. Where possible, Jason endeavors to match its non-functional currency exchange requirements to its receipts. If Jason’s hedging activities are not successful or if Jason changes or reduces these hedging activities in the future, it may experience significant unexpected expenses from fluctuations in exchange rates.

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

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

Many of Jason’s customers do not commit to long-term production schedules, which makes it difficult for Jason to schedule production accurately and achieve maximum efficiency of its manufacturing capacity.

Generally, Jason’s customers do not commit to long-term contracts. Many of its customers do not commit to firm production schedules and Jason continues to experience reduced lead-times in customer orders. Additionally, customers may change production quantities or delay production with little lead-time or advance notice. Therefore, Jason relies on and plans its production and inventory levels based on its customers’ advance orders, commitments or forecasts, as well as Jason’s internal assessments and forecasts of customer demand. The volume and timing of sales to Jason’s customers may vary due to, among others:

The variations in volume and timing of sales make it difficult to schedule production and optimize utilization of manufacturing capacity. This uncertainty may require Jason to increase staffing and incur other expenses in order to meet an unexpected increase in customer demand, potentially placing a significant burden on Jason’s resources. Additionally, an inability to respond to such increases may cause customer dissatisfaction, which may negatively affect Jason’s customers’ relationships.

Further, in order to secure sufficient production scale, Jason may make capital investments in advance of anticipated customer demand. Such investments may lead to low utilization levels if customer demand forecasts change and Jason is unable to utilize the additional capacity. Because fixed costs make up a large proportion of Jason’s total production costs, a reduction in customer demand can have a significant adverse impact on its gross profits and operating results. Additionally, Jason orders materials and components based on customer forecasts and orders and suppliers may require it to purchase materials and components in minimum quantities that exceed

customer requirements, which may have an adverse impact on Jason’s gross profits and operating results. In the past, anticipated orders from some of Jason’s customers have failed to materialize and delivery schedules have been deferred as a result of changes in its customers’ business needs. Jason has also allowed long-term customers to delay orders to absorb excess inventory. Such order fluctuations and deferrals may have an adverse effect on Jason’s business, operating results and financial conditions.

Jason may incur additional expenses and delays due to technical problems or other interruptions at its manufacturing facilities.

Disruptions in operations due to technical problems or other interruptions such as floods or fire could adversely affect the manufacturing capacity of Jason’s facilities. Such interruptions could cause delays in production and cause it to incur additional expenses such as charges for expedited deliveries for products that are delayed. Additionally, Jason’s customers have the ability to cancel purchase orders in the event of any delays in production and may decrease future orders if delays are persistent. Additionally, to the extent that such disruptions do not result from damage to Jason’s physical property, these may not be covered by its business interruption insurance. Any such disruptions may adversely affect Jason’s operations and its financial results.

The operations of Jason’s manufacturing facilities may be disrupted by union activities and other labor-related problems.

Jason has labor unions at certain of its facilities. As of March 28, 2014, Jason had approximately 630 unionized personnel in the United States. For such employees, Jason has entered into collective bargaining agreements with the respective labor unions. In the future, such agreements may limit Jason’s ability to contain increases in its labor costs as its ability to control future labor costs depends partly on the outcome of wage negotiations with its employees. Any future collective bargaining agreements may lead to further increases in Jason’s labor costs. Although Jason’s employees in certain other facilities are currently not unionized, there can be no assurance that they will continue to remain as such.

Union activities and other labor-related problems not linked to union activities may disrupt Jason’s operations and adversely affect its business and results of operations. Jason cannot provide any assurance that it will not be affected by any such labor unrest, or increase in labor cost, or interruptions to the operations of its existing manufacturing plants or new manufacturing plants that Jason may set up in the future. Any disruptions to Jason’s manufacturing facilities as a result of labor-related disturbances could affect its ability to meet delivery and efficiency targets resulting in an adverse effect on Jason’s customer relationships and its financial results. Such disruptions may not be covered by Jason’s business interruption insurance.

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

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

Natural disasters, epidemics and other events outside Jason’s control, and the ineffective management of such events, may harm its business.

Some of Jason’s facilities are located in areas that may be affected by natural disasters such as hurricanes, earthquakes, water shortages, tsunamis and floods. All facilities are subject to other natural or man-made disasters such as fires, acts of terrorism, failures of utilities and epidemics. If such an event were to occur,

Jason’s business could be harmed due to the event or its inability to effectively manage the effects of the particular event. Potential harms include the loss of business continuity, the loss of business data and damage to infrastructure.

Jason’s production could be severely affected if its employees or the regions in which its facilities are located are affected by a significant outbreak of any disease or epidemic. For example, a facility could be closed by government authorities for a sustained period of time, some or all of its workforce could be unavailable due to quarantine, fear of catching the disease or other factors, and local, national or international transportation or other infrastructure could be affected, leading to delays or loss of production. In addition, Jason’s suppliers and customers are subject to similar risks, which could lead to a shortage of components or a reduction in Jason’s customers’ demand for its services.

Jason relies on a variety of common carriers to transport its materials from its suppliers, and to transport products from Jason to its customers. Problems suffered by any of these common carriers, whether due to a natural disaster, labor problem, act of terrorism, increased energy prices or some other issue, could result in shipping delays, increased costs or some other supply chain disruption and could therefore have a material adverse effect on Jason’s operations.

In addition, some of Jason’s facilities possess certifications, machinery, equipment or tooling necessary to work on specialized products that its other locations lack. If work is disrupted at one of these facilities, it may not be practicable or feasible to transfer such specialized work to another facility without significant costs and delays. Thus, any disruption in operations at a facility possessing specialized certifications, machinery, equipment or tooling could adversely affect Jason’s ability to provide products to its customers and thus negatively affect its relationships and financial results.

Political and economic developments could adversely affect Jason’s business.

Increased international political instability and social unrest, evidenced by the threat or occurrence of terrorist attacks, enhanced national security measures and the related decline in consumer confidence may hinder Jason’s ability to do business. Any escalation in these events or similar future events may disrupt its operations or those of its customers and suppliers and could affect the availability of raw materials and components needed to manufacture Jason’s products or the means to transport those materials to manufacturing facilities and finished products to customers. These events have had and may continue to have an adverse effect, generally, on the world economy and consumer confidence and spending, which could adversely affect Jason’s revenue and operating results. The effect of these events on the volatility of the world financial markets could in future lead to volatility of the market price of Jason’s securities and may limit the capital resources available to Jason, its customers and suppliers.

Sales of Jason’s products may result in exposure to product liability, intellectual property infringement and other claims.

Jason’s manufactured products can expose it to potential liabilities. For instance, Jason’s manufacturing businesses expose it to potential product liability claims resulting from injuries caused by defects in products it designs or manufactures, as well as potential claims that products Jason designs or processes it uses infringe on third-party intellectual property rights. Such claims could subject Jason to significant liability for damages, subject the infringing portion of its business to injunction and, regardless of their merits, could be time-consuming and expensive to resolve. Jason may also have greater potential exposure from warranty claims and product recalls due to problems caused by product design. Although Jason has product liability insurance coverage, it may not be sufficient to cover the full extent of its product liability, if at all, and may also be subject to the satisfaction of a deductible amount of up to $250,000. A successful product liability claim in excess or outside of Jason’s insurance coverage or any material claim for which insurance coverage was denied or limited and for which indemnification was not available could have a material adverse effect on Jason’s business, results of operations and/or financial condition.

Jason may experience work-related accidents that may expose it to liability claims.

Due to the nature of its operations, Jason is subject to the risks of its employees being exposed to industrial-related accidents at its premises. If such accidents occur in the future, Jason may be required to pay compensation and may also suffer reputational harm. Under such circumstances, Jason’s business and financial performance could be adversely affected.

If Jason’s manufacturing processes and products do not comply with applicable statutory and regulatory requirements, or if Jason manufactures products containing design or manufacturing defects, demand for its products may decline and Jason may be subject to liability claims.

Jason’s designs, manufacturing processes and facilities need to comply with applicable statutory and regulatory requirements. Jason may also have the responsibility to ensure that products it designs satisfy safety and regulatory standards including those applicable to its customers and to obtain any necessary certifications. In addition, Jason’s customers’ products and the manufacturing processes that Jason uses to produce them are often highly complex. As a result, products that Jason manufactures may at times contain manufacturing or design defects, and its manufacturing processes may be subject to errors or not be in compliance with applicable statutory and regulatory requirements or demands of its customers. Defects in the products Jason manufactures or designs, whether caused by a design, manufacturing or component failure or error, or deficiencies in its manufacturing processes, may result in delayed shipments to customers, replacement costs or reduced or cancelled customer orders. If these defects or deficiencies are significant, Jason’s business reputation may also be damaged. The failure of the products that Jason manufactures or its manufacturing processes and facilities to comply with applicable statutory and regulatory requirements may subject Jason to legal fines or penalties and, in some cases, require Jason to shut down or incur considerable expense to correct a manufacturing process or facility. In addition, these defects may result in liability claims against Jason or expose it to liability to pay for the recall of a product or to indemnify its customers for the costs of any such claims or recalls which they face as a result of using items manufactured by Jason in their products. Even if Jason’s customers are responsible for the defects, they may not assume, or may not have resources to assume, responsibility for any costs or liabilities arising from these defects, which could expose Jason to additional liability claims.

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

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

If Jason’s products are subject to warranty claims, its business reputation may be damaged and it may incur significant costs.

Jason generally provides warranties to its customers for manufacturing defects where Jason’s products do not conform to the specifications stipulated by its customers. A successful claim for damages arising as a result of such defects or deficiencies may affect Jason’s business reputation. In addition, a successful claim for which Jason is not insured or where the damages exceed insurance coverage, or any material claim for which insurance coverage is denied or limited and for which indemnification is not available, could have a material adverse effect on Jason’s business, operating results and financial condition. In addition, as Jason pursues new end-markets, warranty requirements will vary and Jason may be less effective in pricing its products to appropriately capture the warranty costs.

Jason is or may be required to obtain and maintain quality or product certifications for certain markets.

In some countries, Jason’s customers require or prefer that it obtain certain certifications for its products and testing facilities with regard to specifications/quality standards. For example, Jason is required to obtain American Railroad Association approval for certain of its products. Consequently, Jason needs to obtain and maintain the relevant certifications so that its customers are able to sell their products, which are manufactured by Jason, in these countries. If Jason is unable to meet and maintain the requirements needed to secure or renew such certifications, it may not be able to sell its products to certain customers and its financial results may be adversely affected.

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

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

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

Jason generally provides payment terms ranging from 30 to 50 days. As a result, Jason generates significant accounts receivable from sales to its customers, representing 47% and 38% of current assets as of March 28, 2014 and December 31, 2013, respectively. Accounts receivable from sales to customers were $110.4 million and $77.0 million as of March 28, 2014 and December 31, 2013, respectively. As of March 28, 2014, the largest amount owed by a single customer was approximately 10% of total accounts receivable. As of March 28, 2014, Jason’s allowance for doubtful accounts was approximately $2.2 million. If any of Jason’s significant customers have insufficient liquidity, Jason could encounter significant delays or defaults in payments owed to it by such customers, and Jason may need to extend its payment terms or restructure the receivables owed to it, which could have a significant adverse effect on its financial condition. Any deterioration in the financial condition of Jason’s customers will increase the risk of uncollectible receivables. Global economic uncertainty could also affect Jason’s customers’ ability to pay its receivables in a timely manner or at all or result in customers going into bankruptcy or reorganization proceedings, which could also affect Jason’s ability to collect its receivables.

New regulations related to conflict minerals may force Jason to incur additional expenses and affect the manufacturing and sale of its products.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), signed into law on July 21, 2010, includes Section 1502, which requires the SEC to adopt additional disclosure requirements related to certain minerals sourced from the Democratic Republic of Congo and surrounding countries, or “conflict minerals,” for which such conflict minerals are necessary to the functionality of a product manufactured, or contracted to be manufactured, by an SEC reporting company. The metals covered by the final rules, adopted on August 22, 2012, are commonly referred to as “3TG” and include tin, tantalum, tungsten and gold. Implementation of the new disclosure requirements could affect the sourcing and availability of some of the minerals used in the manufacture of Jason’s products. Jason’s supply chain is complex, and if Jason is not able to conclusively verify the origins for all conflict minerals used in its products or that its products are “conflict free,” Jason may face reputational challenges with its customers or investors. Furthermore, Jason may also encounter challenges to satisfy customers who require that its products be certified as “conflict free,” which could place Jason at a competitive disadvantage if it is unable to do so. Additionally, as there may be only a limited number of suppliers offering “conflict free” metals, Jason cannot be sure that it will be able to obtain necessary metals

from such suppliers in sufficient quantities or at competitive prices. Jason could incur significant costs related to the compliance process, including potential difficulty or added costs in satisfying the disclosure requirements. Jason’s first report thereon is expected to be required in 2015.

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

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

Following the Business Combination, our credit facility will contain restrictive covenants that may impair our ability to conduct business.

Our credit facility following the Business Combination will contain operating covenants and, to the extent the revolving facility thereunder is drawn in excess of a certain threshold, a financial covenant that may in each case limit its management’s discretion with respect to certain business matters. Under the Debt Commitment Letter, we expect our first lien term loan facility will mature on the date that is seven years after closing and will amortize at a rate of 1% per annum, payable quarterly, our first lien revolving facility will mature on the date that is five years after closing and our second lien term loan facility will mature on the date that is seven and one-half years after closing. Among other things, these covenants restrict Jason’s and its subsidiaries’ ability to incur additional debt, change the nature of its business, sell or otherwise dispose of assets, make acquisitions, and merge or consolidate with other entities. As a result of these covenants and restrictions, we will be limited in how we conduct our business and we may be unable to raise additional debt or other financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. Failure to comply with such restrictive covenants may lead to default and acceleration under Jason’s new credit facility and may impair its ability to conduct business. We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants, which may adversely affect our financial condition. See “Jason Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness” for a description of our credit facility.

Jason’s failure to comply with environmental laws could adversely affect its business and financial condition.

Jason is subject to various federal, state, local and foreign environmental laws and regulations, including regulations governing the use, storage, discharge and disposal of hazardous substances used in its manufacturing processes.

Jason is also subject to laws and regulations governing the recyclability of products, the materials that may be included in products, and its obligations to dispose of these products after end-users have finished with them. Additionally, Jason may be exposed to liability to its customers relating to the materials that may be included in the components that Jason procures for its customers’ products. Any violation or alleged violation by Jason of environmental laws could subject it to significant costs, fines or other penalties.

Jason is also required to comply with an increasing number of product environmental compliance regulations focused on the restriction of certain hazardous substances. Non-compliance could result in significant costs and penalties.

In addition, increasing governmental focus on climate change may result in new environmental regulations that may negatively affect Jason, its suppliers and its customers by requiring Jason to incur additional direct costs

to comply with new environmental regulations, as well as additional indirect costs as a result of its customers or suppliers passing on additional compliance costs. These costs may adversely affect Jason’s operations and financial condition.

Environmental liabilities that may arise in the future could be material to Jason.

Jason’s operations, facilities and properties are subject to extensive and evolving laws and regulations pertaining to air emissions, wastewater discharges, the handling and disposal of solid and hazardous materials and wastes, the remediation of contamination, and otherwise relating to health, safety and the protection of the environment. As a result, Jason is involved from time to time in administrative or legal proceedings relating to environmental and health and safety matters, and have in the past and will continue to incur capital costs and other expenditures relating to such matters. Jason also cannot be certain that identification of presently unidentified environmental conditions, more vigorous enforcement by regulatory authorities or other unanticipated events will not arise in the future and give rise to additional environmental liabilities, compliance costs and/or penalties that could be material. Further, environmental laws and regulations are constantly evolving and it is impossible to predict accurately the effect they may have upon Jason’s financial condition, results of operations or cash flows.

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

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

Risk Factors Relating to Jason’s Indebtedness

The combined company will have a substantial amount of indebtedness following the Business Combination, which may limit its operating flexibility and could adversely affect its results of operations and financial condition.

On a pro forma basis after giving effect to the Business Combination and prior to deduction of the original issue debt discount of $8.2 million, Jason would have had approximately $433.0 million of indebtedness as of March 31, 2014, consisting of the proposed $420.0 million term loan, borrowings outstanding under the proposed $40.0 million revolver and borrowings under existing non-U.S. debt agreements.

The combined company’s indebtedness could have important consequences to our investors, including, but not limited to:

A breach of a covenant or restriction contained in the Debt Financing could result in a default that could in turn permit the affected lenders to accelerate the repayment of principal and accrued interest on our outstanding loans and terminate their commitments to lend additional funds. If the lenders under such indebtedness accelerate the repayment of our borrowings, we cannot assure you that we will have sufficient assets to repay those borrowings as well as other indebtedness.

Under current market conditions we expect the interest rate on the first lien term loans to be the percentage per annum equal to (i) the alternate base rate plus 350 basis points or (ii) LIBOR plus 450 basis points (with a LIBOR floor of 1.00%). Under current market conditions we expect the interest rate on the first lien revolving loans to be the percentage per annum equal to (i) the alternate base rate plus 225 basis points or (ii) LIBOR plus 325 basis points (with step downs based on achieving certain first lien net leverage ratios). Under current market conditions we expect the interest rate on the second lien term loans to be the percentage per annum equal to (i) the alternate base rate plus 700 basis points or (ii) LIBOR plus 800 basis points (with a LIBOR floor of 1.00%).

An increase in interest rates would adversely affect the combined company’s profitability. To the extent that the combined company’s access to credit was to be restricted because of its own performance or conditions in the capital markets generally, the combined company’s financial condition would be materially adversely affected. The combined company’s level of indebtedness may make it difficult to service its debt and may adversely affect its ability to obtain additional financing, use operating cash flow in other areas of its business or otherwise adversely affect its operations.

We may not be able to complete the proposed Debt Financing in connection with the Business Combination.

We may not be able to complete the proposed Debt Financing on terms that are acceptable to us, or at all. If we do not complete the proposed Debt Financing, we will be required to obtain alternative financing in order to fund a portion of the Cash Consideration for the Business Combination. If we are unable to do so on terms that are acceptable to us, or at all, we may not be able to complete the Business Combination, as completing the proposed Debt Financing is a condition to the Business Combination under the Purchase Agreement.

Upon the occurrence of an event of default under our senior secured credit facilities, the lenders could elect to accelerate payments due and terminate all commitments to extend further credit. Consequently, we may not have sufficient assets to repay the senior secured credit facilities, as well as other secured and unsecured indebtedness.

Upon the occurrence of an event of default under our senior secured credit facilities, the lenders thereunder could elect to declare all amounts outstanding under the senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under the senior secured credit facilities could proceed against the collateral granted to them to secure that indebtedness. The Company has pledged a significant portion of our assets as collateral under the senior secured credit facilities. If the lenders under our senior secured credit facilities accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay the senior secured credit facilities, as well as other secured and unsecured indebtedness.

Risk Factors Relating to Quinpario and the Business Combination

Following the consummation of the Business Combination, our only significant asset will be ownership of 87.6% of Jason (assuming no more than 6,050,666 public shares are redeemed) through Quinpario Sub and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than the ownership of 87.6% of Jason (assuming no more than 6,050,666 public shares are redeemed) through Quinpario Sub. Certain investors and officers of Seller will become stockholders of Quinpario

Sub along with us at

that time. We will depend on Jason for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company, and to pay any dividends with respect to our preferred stock and common stock. Legal and contractual restrictions in agreements governing the Debt Financing and future indebtedness of Jason, as well as the financial condition and operating requirements of Jason, and the fact that we may be required to obtain the consent from the other stockholders of Quinpario Sub, may limit our ability to obtain cash from Jason. The earnings from, or other available assets of, Jason may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy its other financial obligations. In addition, the terms of our Series A Convertible Preferred Stock may from time to time prevent us from paying cash dividends on our common stock.

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

Jason is not currently subject to Section 404 of the Sarbanes-Oxley Act of 2002. However, following the Business Combination, the combined company will be required to provide management’s attestation on internal controls commencing with the Company’s annual report for the year ending December 31, 2015. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act of 2002 are significantly more stringent than those required of Jason as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to the Company after the Business Combination. If we are not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our common stock.

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

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

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

Unlike many other blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our initial stockholders have agreed to vote any shares of Quinpario Common Stock owned by them in favor of our initial business combination. As of the date hereof, our initial stockholders and affiliates own shares equal to 29.9%30.1% of our issued and outstanding shares of common stock (which includes 1,150,000 placement shares). Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination than would be the case if our initial stockholders agreed to vote any shares of Quinpario Common Stock owned by them in accordance with the majority of the votes cast by our public stockholders.

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

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

Quinpario’s transaction expenses as a result of the Business Combination are currently estimated at approximately $37 million, which is comprised of (i) a $5.175 million deferred underwriting commissions to the underwriters of our IPO, (ii) $3.25 million transaction fee to Stifel, Quinpario’s financial advisor, (iii) an estimated $23.1 million in original issue discount, fees and expenses relating to the Debt Financing, the PIPE Investment and Backstop Commitment, (iv) an estimated $3.0 million in legal fees and expenses, (v) approximately $0.75 million relating to Quinpario’s portion of the R&W policy (as defined in the section “Proposal No. 1—Approval of the Business Combination—Remedies—R&W Insurance), (vi) approximately $0.66 million relating to other fees and expenses incurred relating to the Business Combination and (vii) approximately $1.3 million in fees and expenses associated with the exploration of potential business combinations not related to the Business Combination. This amount also includes $0.25 million that we have paid to Stifel relating to the delivery of its fairness opinion. Additionally, this amount includes the expenses incurred in connection with the filing, printing and mailing of this proxy statement and the solicitation of the approval of our stockholders, and all filing and other fees paid to the SEC, which is estimated at approximately $0.165 million.

Pursuant to the Purchase Agreement, in addition to the amounts described above, if the Business Combination is successfully consummated, Quinpario will be obligated to, or cause Jason and its subsidiaries to, pay all expenses incurred by Seller in accordance with the terms of the Purchase Agreement and as a reduction from the Purchase Price ultimately paid to Seller, which are currently estimated to be approximately $17.5 million. This amount includes investment banking fees of $8.1 million, fees payable to Saw Mill Capital LLC and Falcon Investment Advisors LLC (Seller’s significant shareholders) in accordance with the Management Services Agreement dated September 21, 2010 of $5.38 million, fees for legal, accounting, tax and valuation services of $2.7 million, and other expenses of $1.32 million.

In addition, under the terms of the letter of intent signed by Jason and Quinpario, dated March 6, 2014, Quinpario has agreed to reimburse Jason and its affiliates for half of its actual, out-of-pocket third party expenses incurred by them (relating to the proposed Business Combination that it would not have otherwise incurred in the normal course of operations, up to an aggregate amount of $500,000) if for any reason the Business Combination is not consummated on or prior to August 15, 2014.

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

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

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

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

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

The exercise price for our warrants is $12.00 per share. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

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

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

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

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

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

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

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

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

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

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, and generally requires in the same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. Following the Business Combination, the combined company will be required to provide management’s attestation on internal controls effective December 31, 2015. However, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an “emerging growth company.” We could be an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following August 14, 2018, the fifth anniversary of our IPO, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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

accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

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

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

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

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

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

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

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

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

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

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

Pursuant to the registration rights agreement entered into concurrently with the closing of our IPO, our Sponsor, initial stockholders and their permitted transferees can demand that we register the founder shares, placement units, placement shares and placement warrants, and the shares of common stock issuable upon exercise of the placement warrants, as well as any extension units issued and their component securities, as the case may be. The registration rights will be exercisable with respect to the founder shares, the placement units, placement shares and the placement warrants and the shares of common stock issuable upon exercise of such placement warrants as well as the extension units and their component securities, as the case may be, at any time

after the Company consummates the Business Combination and such holders are no longer subject to applicable lock-up periods, as further described under “Description of Securities—Authorized and Outstanding Stock—Founder Shares, Placement Shares and Extension Shares.” We will bear the cost of registering these securities. If such persons exercise their registration rights in full, there will be an additional 7,283,333 shares of common stock (assuming no extension) and up to 1,150,000 shares of common stock issuable on exercise of the placement warrants eligible for trading in the public market. In addition, pursuant to the Rollover Agreement (as described below) to be entered into at the closing of the Business Combination, the Rollover Participants will be granted certain registration rights with respect to the registration of their Quinpario Common Stock, assuming the Rollover Participants exchange all or a portion of their Quinpario Sub Shares into shares of Quinpario Common Stock. If the Rollover Participants exercise their registration rights in full, there will be an additional 3,485,557 shares of Quinpario Common Stock eligible for trading in the public market. Quinpario and the investors in the PIPE Investment and Backstop Commitment have also entered into a registration rights agreement that provides for the registration of our common stock, if purchased from the Company in a private placement pursuant to the Backstop Commitment, and Series A Convertible Preferred Stock purchased pursuant to the PIPE Investment (including the common stock into which the Series A Convertible Preferred Stock is convertible, which assuming the absence of in-kind dividends and that the conversion ratio is not adjusted pursuant to a Fundamental Change (as defined in the Certificate of Designation relating to the Series A Convertible Preferred Stock or otherwise) may be up to 3,653,100 shares of Quinpario Common Stock on an as-converted basis).

The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our common stock. In addition, the existence of the registration rights may make our initial business combination (including the Business Combination) more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our common stock that is expected when the securities owned by our initial stockholders are registered.

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

Assuming no public warrants are tendered pursuant to the Warrant Tender Offer, outstanding warrants to purchase an aggregate of 18,400,000 shares of our common stock will become exercisable for a like number of shares of our common stock in accordance with the terms of the warrant agreement governing those securities. These warrants consist of 17,250,000 warrants originally sold as part of units in our IPO and 1,150,000 warrants that were sold to our Sponsor in a private sale simultaneously with the consummation of our IPO. Each warrant entitles its holder to purchase one share of Quinpario’s common stock at an exercise price of $12.00 per share. The warrants will become exercisable on the later of 30 days after the completion of Quinpario’s initial business combination or 12 months from the consummation of Quinpario’s IPO, and expire at 5:00 p.m., New York time, five years after the completion of Quinpario’s initial business combination or earlier upon redemption or liquidation. To the extent such warrants are exercised, additional shares of our common stock will be issued, which will result in dilution to the then existing holders of common stock of the Company and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock.

Our public stockholders may experience dilution as a consequence of, among other transactions, the utilization of the Backstop Commitment, issuance of any shares of Series A Convertible Preferred Stock in the PIPE Investment that are convertible into shares of Quinpario Common Stock, and the issuance of Quinpario Common Stock after the Business Combination pursuant to the Rollover Agreement. Having a minority share position may reduce the influence that our current stockholders have on the management of the Company.

It is anticipated that, upon completion of the Business Combination, Quinpario’s public stockholders will retain an ownership interest of approximately 70.3%70.1% in Quinpario and our initial stockholders including our Sponsor,and affiliates will retain an ownership interest of approximately 29.7%29.9% in Quinpario, assuming none of Quinpario’s stockholders exercise their redemption rights. If Quinpario’s stockholders exercise their redemption rights, the ownership

ownership interest in Quinpario of Quinpario’s public stockholders will decrease and the ownership interest in Quinpario of our initial stockholders including our Sponsor,and affiliates will increase, although Quinpario’s and the Rollover Participants’ respective ownership interests in Quinpario Sub will change, at the option of the Rollover Participants, only in the event that redemptions by Quinpario stockholders cause us to maintain less than $115.0 million in our trust account. To the extent that those are redemptions of Quinpario common stock which cause us to maintain $115.0 million in our trust account, Quinpario’s public stockholders will retain an ownership interest of approximately 60.6%60.3% and our initial stockholders including our Sponsor,and affiliates will retain an ownership interest of approximately 39.4%39.7%. The ownership percentage with respect to Quinpario following the Business Combination does not take into account (i) the option of each Rollover Participant to exchange, after the consummation of the Business Combination, all or a portion of such Rollover Participant’s shares in Quinpario Sub Shares into the same number of shares of Quinpario Common Stock pursuant to the terms of a rollover agreement, (ii) warrants to purchase Quinpario Common Stock that may remain outstanding following the Business Combination and the Warrant Tender Offer, (iii) the issuance of any shares under the Company’s proposed 2014 Omnibus Incentive Plan, (iv) the issuance of any shares of Series A Convertible Preferred Stock in the PIPE Investment which are convertible into shares of Quinpario Common Stock or (v) the issuance of any Quinpario Common Stock pursuant to the Backstop Commitment (in the event of a private placement, which will occur, if at all, no earlier than simultaneous with the Business Combination). If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Quinpario’s existing stockholders in Quinpario will be different and the percentage ownership retained by Quinpario in Quinpario Sub will be different. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information. To the extent that any of the warrants or shares of Series A Convertible Preferred Stock are converted into Quinpario Common Stock, or any shares of Quinpario Common Stock are issued under the Rollover Agreement, the proposed 2014 Omnibus Incentive Plan or Backstop Commitment, current stockholders may experience substantial dilution. Such dilution could, among other things, limit the ability of our current stockholders to influence management of the Company through the election of directors following the Business Combination.

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

In addition to the Warrant Tender Offer, we will have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration at a price of $0.01 per warrant, provided that (i) the last reported sale price of our common stock equals or exceeds $18.00 per share for any 20 trading days within the 30 trading-day period ending on the third business day before we send the notice of such redemption and (ii) on the date we give notice of redemption and during the entire period thereafter until the time the warrants are redeemed, there is an effective registration statement under the Securities Act covering the shares of our common stock issuable upon exercise of the public warrants and a current prospectus relating to them is available. Redemption of the outstanding public warrants could force holders of public warrants:

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

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

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

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

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

Our Sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of our Sponsor, directors, officers, advisors or their affiliates will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of our Sponsor, directors, officers, advisors or their affiliates

currently anticipate paying any premium purchase price for such public shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by our Sponsor, directors, officers, advisors or their affiliates, or the price such parties may pay.

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

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

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

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

Risk Factors Relating to the Redemption

Unlike many blank check companies, we do not have a specified maximum percentage redemption threshold, but it is a condition to closing under the Purchase Agreement that at least $115.0 million remain in our trust account at closing. Accordingly, unless this provision is waived, we may be unable to consummate the Business Combination or if there are substantial redemptions by our public stockholders. The absence of such a redemption threshold would make it easier for us to consummate a business combination with which a substantial number of our stockholders do not agree.

Since we have no specified percentage threshold for redemption in our amended and restated certificate of incorporation other than the 20% threshold, our structure is different in this respect from the structure that has been used by many blank check companies. Many blank check companies would not be able to consummate a business combination if the holders of the company’s public shares voted against a proposed business combination and elected to redeem or convert more than a specified percentage of the shares sold in such company’s initial public offering, which percentage threshold has typically been between 19.99% and 39.99%. However, it is a condition to closing under the Purchase Agreement that at least $115.0 million remain in our trust account at closing. Each redemption of public shares by our public stockholders will decrease the amount in our trust account, which holds approximately $177.1 million as of March 31, 2014. If, however, redemptions by our public stockholders cause us to have less than $115.0 million in our trust account at the closing of the Business Combination, the Rollover Funds will have the option (but not the obligation) to contribute in connection with the rollover an additional aggregate amount of their current equity in Jason to Quinpario Sub equal to the shortfall between the cash then in the trust account and $115.0 million.

However, we are limited by the need to have at least $5,000,001 in net tangible assets. This condition effectively requires that holders of no more than 16,000,081 shares as of March 31, 2014 redeem their public shares. Accordingly, holders of no more than 16,000,081 of the 17,250,000 public shares outstanding as of March 31, 2014 may redeem their shares in connection with the Business Combination. As a result, we may be able to consummate the Business Combination even though holders of a majority of our public shares have chosen to redeem their shares.

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

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

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

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

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

Holders of public shares are required to affirmatively vote either for or against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the trust account. In addition, in order to exercise their redemption rights, they are required to submit a request in writing and deliver

their stock (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. Stockholders electing to redeem their shares will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. See the section entitled“Special Meeting in Lieu of 2014 Annual Meeting of Quinpario Stockholders—Redemption Rights” for additional information on how to exercise your redemption rights.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet as of March 31, 2014 and the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2014 and for the year ended December 31, 2013 are based on the historical financial statements of Jason and Quinpario after giving effect to the Business Combination and the proposed related financing transactions.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2014 and for the year ended December 31, 2013 give pro forma effect to the Business Combination and the related proposed financing transactions as if they had occurred on January 1, 2013. The unaudited pro forma condensed combined balance sheet as of March 31, 2014 assumes that the Business Combination and the related proposed financing transactions were completed on March 31, 2014.

The unaudited pro forma condensed combined balance sheet as of March 31, 2014 was derived from Jason’s unaudited consolidated balance sheet as of March 28, 2014 and Quinpario’s unaudited consolidated balance sheet as of March 31, 2014. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2014 was derived from Jason’s unaudited consolidated statement of operations for the three months ended March 28, 2014 and Quinpario’s unaudited consolidated statement of income for the three months ended March 31, 2014. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013 was derived from Jason’s audited consolidated statement of operations for the year ended December 31, 2013 and Quinpario’s audited consolidated statement of income for the period May 31, 2013 (inception) to December 31, 2013.

The Business Combination will be accounted for using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) 805, “Business Combinations”, (“ASC 805”). The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined statements of operations are not necessarily indicative of what the actual results of operations would have been had the Business Combination taken place on the date indicated, nor is it indicative of the future consolidated results of operations of the post-combination company. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes and the sections entitled “Jason Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and notes thereto of Quinpario and Jason.

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

The unaudited pro forma condensed combined financial statements have been prepared using two different levels of redemptions of Quinpario Common Stock:

that all Quinpario stockholders exercise their redemption rights with respect to a maximum of 6,050,666 public shares. Quinpario has no specified maximum redemption threshold except that it must retain $5,000,001 of net tangible book value. We anticipate having additional proceeds of up to $45 million from the sale of Series A Convertible Preferred Stock pursuant to the PIPE Investment to consummate the Business Combination. Additionally, the Company has entered into the Backstop Commitment pursuant to which certain investors collectively agreed (subject to the negotiation of mutually agreeable definitive documentation) to purchase up to $17.5 million worth of shares of Quinpario Common Stock through open market or privately negotiated transactions at a purchase price of up to $10.255 per share, a private placement or a combination thereof, in order to ensure sufficient funds to consummate the Business Combination. To the extent the Backstop Commitment is utilized, the Series A Convertible Preferred Stock is issued in the PIPE Investment and converted to Quinpario Common Stock, or the Rollover Funds elect to contribute additional Jason equity in connection with the rollover, the pro forma information will change. Additionally, the Series A Convertible Preferred Stock is convertible into Quinpario Common Stock at the option of the holder at any time. For further information regarding the pro forma impact of the conversion of Series A Convertible Preferred Stock to Quinpario Common Stock refer to notes 3 (o) and 5 (d) of the notes to unaudited pro forma condensed financial information included on pages 72-79 of this proxy statement.

On May 6, 2014, Quinpario commenced an offer to purchase up to 9,200,000 of its public warrants at a purchase price of $0.75 per public warrant in a proposed tender offer that will expire on June 4, 2014, or such later time and date to which Quinpario may extend the offer, but such offer will expire after the consummation of the Business Combination (the “Warrant Tender Offer”).Combination. The purpose of the Warrant Tender Offer is to provide holders of public warrants that may not wish to retain their public warrants following the Business Combination the possibility of receiving cash for their public warrants. Because the Warrant Tender Offer wouldwill not be consummated if (i) the maximum number of public shares were redeemed or (ii) such offer would, in our reasonable judgment, be reasonably likely to prevent or delay the closing of the Business Combination or the ability of Quinpario to obtain any portion of the Debt Financing,is not consummated, the unaudited pro forma condensed combined financial information does not give effect to the Warrant Tender Offer.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2014

(in thousands)

		Quinpario Acquisition Corp.				Jason Partners Holdings Inc.				Pro Forma Adjustments for the Business Combination				Footnote Reference				Pro Forma Adjustments for Refinancing (Assuming No Tender of Common Stock)				Footnote Reference				Pro Forma Combined (Assuming No Tender of Common Stock)				Pro Forma Adjustments for Maximum Allowable Tender of Common Stock				Footnote Reference				Pro Forma Combined (Assuming Maximum Allowable Tender of Common Stock)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt		$	—			$	6,453			$	—							$	3,100				3m			$	7,203				—								7,203
																			(2,350	)			3n
Accounts payable and accrued expenses			2,992				100,046				—								(2,908	)			3n				100,130				—								100,130
Other current liabilities			—				20,505				—								—								20,505				—								20,505
Total current liabilities			2,992				127,004				—								(2,158	)							127,838				—								127,838
Long-term liabilities:
Deferred underwriters’ fee			5,175				—				—								(5,175	)			3q				—				—								—
Long-term debt			—				250,497				408				3n				411,850				3m				417,605				—								417,605
																			(242,050	)			3n
																			(3,100	)			3m
Deferred income taxes			—				25,399				73,882				3h				—								99,281				—								99,281
Other long-term liabilities			—				16,364				—								—								16,364				—								16,364
Total long-term liabilities			5,175				292,260				74,290								161,525								533,250				—								533,250
TOTAL LIABILITIES			8,167				419,264				74,290								159,367								661,088				—								661,088
Redeemable securities			164,161				—				—								(164,161	)			3r				—				—								—
EQUITY
CONTROLLING INTEREST STOCKHOLDERS’ EQUITY(DEFICIT)
Convertible perpetual preferred stock			—				—				—								42,500				3o				42,500				—								42,500
Common stock			1				—				—								2				3r				3				(1	)			3s				2
Additional paid-in capital			4,999				25,407				(25,407	)			3j				164,159				3r				169,158				(62,110	)			3s				107,048
Retained earnings (accumulated deficit)			—				12,375				(12,375	)			3j				—								(6,120	)			—								(6,120	)
											(6,120	)			3p
Accumulated other comprehensive income			—				69				(69	)			3j				—								—				—								—
TOTAL STOCKHOLDERS’ EQUITY(DEFICIT) FOR CONTROLLING INTEREST			5,000				37,851				(43,971	)							206,661								205,541				(62,111	)							143,430
NONCONTROLLING INTEREST			n/a				n/a				35,780				3l				—								35,780				—								35,780
TOTAL EQUITY			5,000				37,851				(8,191	)							206,661								241,321				(62,111	)							179,210
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	177,328			$	457,115			$	66,099							$	201,867							$	902,409			$	(62,111	)						$	840,298