UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): January 22, 2018
REGALWOOD GLOBAL ENERGY LTD.
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-38310 | N/A | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1001 Pennsylvania Avenue NW Suite 220 South Washington, D.C. | 20004 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:202-654-7060
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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 8.01. Other Events
Separate Trading of Class A Ordinary Shares and Warrants
On January 18, 2018, Regalwood Global Energy Ltd. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and warrants included in the Units commencing on January 22, 2018. Each Unit consists of one share of Class A Ordinary Shares, andone-third of one warrant to purchase one share of Class A Ordinary Shares. Any Units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “RWGE.U.” Any underlying Class A Ordinary Shares and warrants that are separated are expected to trade on the NYSE under the symbols “RWGE” and “RWGE WS,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A Ordinary Shares and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits:
Exhibit | Description | |
| Exhibit 99.1 | Press Release dated January 18, 2018. | |
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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: January 22, 2018 | REGALWOOD GLOBAL ENERGY LTD. | |||||
| By: | /s/ Kevin R. Gasque | |||||
| Name: Kevin R. Gasque | ||||||
| Title: Chief Financial Officer | ||||||
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