Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): November 22, 2017
(November 20, 2017)
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38302
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82-2844431
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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2645 N.
Federal Highway
Suite
230
Delray
Beach, Florida
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33483
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area
code: (310) 734-2300
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation to the
registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01.
Entry into a Material Definitive Agreement.
The information set forth in Items 3.02, 5.03 and 8.01 below are
hereby incorporated by reference herein.
Item 3.02.
Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the initial public offering
(“IPO”) and the sale of the Public Units (defined
below), Big Rock Partners Acquisition Corp, a Delaware corporation
(the “Company”), consummated the private placement
(“Private Placement”) of 250,000 units
(“Placement Units”) at a price of $10.00 per Placement
Unit, generating total proceeds of $2,500,000. The Placement
Units, all of which were purchased by Big Rock Partners Sponsor,
LLC (the “Sponsor”) are substantially similar to the
Public Units, except that the warrants contained in the Placement
Units: (i) will not be redeemable by the Company and (ii) may be
exercised for cash or on a cashless basis, so long as they are held
by the Sponsor or any of its permitted transferees. The material
terms of the Placement Units are set forth in the Registration
Statement (as defined below) and incorporated by reference
herein.
The securities issued in the Private Placement were issued in
reliance on the exemption from registration provided by Section
4(a)(2) under the Securities Act of 1933, as amended, or Regulation
D thereunder, as a sale not involving any public
offering.
Item 3.03.
Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 below is hereby incorporated
by reference herein.
Item
5.01.
Changes in Control of Registrant.
In connection with the closing of the IPO, a change of control of
the Company occurred. Before the IPO, the Sponsor held 100% of the
Company’s common stock, $0.001 par value per share
(“Common Stock”), and following the IPO and Private
Placement, the Sponsor owns approximately 22.2% of the
Company’s Common Stock. The information set forth in Item
8.01 below is hereby incorporated by reference herein.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective upon the trading of the Company’s units on the
Nasdaq Capital Market, on November 20, 2017, the following
individuals were appointed to the board of directors of the
Company: Richard J. Birdoff, Michael Fong, Stuart F. Koenig, Albert
G. Rex and Troy T. Taylor. Richard Ackerman and Lori Wittman
continue to serve as directors of the Company. Additional
information regarding, among other things, each individual’s
background and board committee memberships, as well as director
compensatory arrangements is contained in the Registration
Statement (as defined below) and incorporated by reference
herein.
Item
5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 20, 2017, in connection with its IPO, the Company filed
its Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware and adopted Amended and
Restated Bylaws, both effective the same day. The terms of the
Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws are set forth in the prospectus that forms a part
of the Company’s registration statements on Form S-1 (File
Nos. 333-220947 and 333-221659) (the “Registration
Statements”) for its IPO and incorporated by reference
herein. A copy of the Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws are attached to this
report as Exhibit 3.1 and Exhibit 3.2, respectively, and
incorporated by reference herein.
Item
8.01.
Other Events.
On November 20, 2017, the Registration Statements were declared
effective by the Securities and Exchange Commission. In
connection therewith and the closing of the IPO, the Company
entered into the agreements listed below. The material terms of the
agreements are set forth in the Registration Statements and
incorporated by reference herein.
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An Underwriting Agreement, dated November 20, 2017, between the
Company and EarlyBirdCapital, Inc. as representative of the several
underwriters;
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Letter Agreement, dated November 20, 2017, between the Company and
EarlyBirdCapital, Inc.;
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A Right Agreement, dated November 20, 2017, between the Company and
Continental Stock Transfer & Trust Company;
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A Warrant Agreement, dated November 20, 2017, between the Company
and Continental Stock Transfer & Trust Company;
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Unit Purchase Options, dated November 20, 2017, issued to
EarlyBirdCapital, Inc. and its designees;
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An Investment Management Trust Agreement, dated November 20, 2017,
between the Company and Continental Stock Transfer & Trust
Company;
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A Stock Escrow Agreement, dated November 20, 2017, between the
Company, Big Rock Partners Sponsor, LLC and Continental Stock
Transfer & Trust Company;
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A Registration Rights Agreement, dated November 20, 2017, between
the Company and Big Rock Partners Sponsor, LLC;
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Letter Agreement, dated November 20, 2017, by and between the
Company and Big Rock Partners Sponsor, LLC;
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Letter Agreement,
dated November 20, 2017, by and between the Company and A/Z
Property Partners, LLC;
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Letter Agreements,
dated November 20, 2017, by and between the Company and its
officers and directors;
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An Administrative Services Agreement, dated November 20, 2017,
between the Company and Big Rock Partners Sponsor,
LLC;
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Indemnification Agreements, dated November 20, 2017, with the
officers and directors of the Company; and
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Securities Subscription Agreement, dated November 20, 2017, between
the Company and Big Rock Partners Sponsor, LLC.
On November 22, 2017, the Company consummated its IPO of 6,000,000
units (“Public Units”). Each Public Unit consists of
one share of Common Stock, one right (“Public Right”)
entitling the holder thereof to receive one-tenth (1/10) of one
share of Common Stock upon the consummation of an initial business
combination, and one-half of one warrant (“Public
Warrant”), each whole warrant exercisable for one share of
Common Stock at an exercise price of $11.50 per share. The
Public Units were sold at an offering price of $10.00 per Public
Unit, generating gross proceeds of $60,000,000. The Company has
granted EarlyBirdCapital, Inc., the representative of the several
underwriters in the IPO, a 45-day option to purchase up to 900,000
additional Public Units to cover over-allotments, if
any.
A total of $60,000,000 of the net proceeds from the IPO and the
Private Placement were placed in a trust account established for
the benefit of the Company’s public stockholders at JP Morgan
Chase Bank, N.A., with Continental Stock Transfer & Trust
Company acting as trustee. Except for the withdrawal of interest to
pay taxes, none of the funds held in the trust account will be
released until the earlier of the completion of the Company’s
initial business combination or the redemption of 100% of the
Common Stock issued by the Company in the IPO if the Company is
unable to consummate an initial business combination within 12
months from the closing of the IPO (or up to 18 months if the
Company extends the period of time to consummate a business
combination by the full amount of time).
In
connection with the consummation of the IPO, and pursuant to the
terms of the promissory notes in favor of Big Rock Partners
Sponsor, LLC and Richard Ackerman, the Company repaid an aggregate
of approximately $170,000 due on the promissory
notes.
Copies of the press releases issued by the Company announcing the
pricing of the IPO and the consummation of the IPO are attached as
Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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Underwriting Agreement, dated November 20, 2017, between the
Company and EarlyBirdCapital, Inc.
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Letter Agreement, dated November 20, 2017, between the Company and
EarlyBirdCapital, Inc.
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Amended and Restated Certificate of Incorporation.
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Amended and Restated Bylaws.
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Right Agreement, dated November 20, 2017, between the Company and
Continental Stock Transfer & Trust Company.
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Warrant Agreement, dated November 20, 2017, between Continental
Stock Transfer & Trust Company and the Company.
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Form of Unit Purchase Option, dated November 20, 2017, with
EarlyBirdCapital, Inc. and its designees.
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Investment Management Trust Account Agreement, dated November 20,
2017, between Continental Stock Transfer & Trust Company and
the Company.
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Stock Escrow Agreement, dated November 20, 2017, between the
Company, Big Rock Partners Sponsor, LLC and Continental Stock
Transfer & Trust Company.
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Registration Rights Agreement among the Company and Big Rock
Partners Sponsor, LLC.
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Letter Agreement, dated November 20, 2017, by and between the
Company and Big Rock Partners Sponsor, LLC.
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Letter Agreement,
dated November 20, 2017, by and between the Company and A/Z
Property Partners, LLC.
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Form of Letter,
dated November 20, 2017, Agreement by and between the
Company and its officers and directors.
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Administrative Services Agreement, dated November 20, 2017, between
the Company and Big Rock Partners Sponsor, LLC.
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Form of
Indemnification Agreement,
dated November 20, 2017, with the Company’s officers
and directors.
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Securities
Subscription Agreement, dated November 20, 2017, between the
Company and Big Rock Partners Sponsor, LLC..
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Press Release,
dated November 20, 2017, Announcing Pricing of
IPO.
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Press Release,
dated November 22, 2017, Announcing Closing of
IPO.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
Dated: November 22, 2017
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BIG ROCK PARTNERS ACQUISITION CORP.
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By:
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/s/
Richard
Ackerman
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Name: Richard Ackerman
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Title:
Chairman,
President and
Chief
Executive Officer |
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