UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):March 23, 2012
TRIO MERGER CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-54367 | 27-4867100 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
777 Third Avenue, 37th Floor, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
(212) 319-7676
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
Effective March 26, 2012, the units of Trio Merger Corp. (“Company”) sold in its initial public offering will cease public trading. On such date, each unit will be mandatorily separated into its component parts – one share of the Company’s common stock, par value $.0001 (“Common Stock”), and one warrant to purchase one share of Common Stock (“Warrant”). This action is being taken as a requirement to list the Company’s common stock on the Nasdaq Capital Markets. As previously announced, the Company’s listing application remains pending before the Nasdaq Capital Markets and the Company is seeking to have the exchange list its common stock as soon as possible following the mandatory separation of the units.Until further notice, however,the Common Stock and Warrants will continue to be quoted on the OTC Bulletin Board under the symbols TMRG and TMRGW, respectively.
A copy of the Company’s press release, dated March 23, 2012, announcing the foregoing is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statement and Exhibits. |
| 99.1 | Press Release dated March 23, 2012. |
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: March 23, 2012
| | TRIO MERGER CORP. |
| | |
| | |
| | By: | /s/ Eric S. Rosenfeld |
| | | Name: Eric S. Rosenfeld
Title: Chief Executive Officer |
EXHIBIT INDEX
| 99.1 | Press Release dated March 23, 2012. |
