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): December 18, 2020
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-38302 | | 82-2844431 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2645 N. Federal Highway, Suite 230 Delray Beach, FL | | 33483 |
| (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 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):
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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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Units, each consisting of one share of Common Stock, one Right and one-half of one Warrant | BRPAU | The NASDAQ Stock Market LLC |
| Common Stock, par value $0.001 per share | BRPA | The NASDAQ Stock Market LLC |
| Rights, exchangeable into one-tenth of one share of Common Stock | BRPAR | The NASDAQ Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | BRPAW | The NASDAQ Stock Market LLC |
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 5.03
Amendments to Articles of Incorporation or Bylaws
The information included in Item 5.07 is incorporated by reference in this item to the extent required herein.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On December 18, 2020, Big Rock Partners Acquisition Corp. (the “Company”) held a special meeting of its stockholders (the “Meeting”). At the Meeting, the Company’s stockholders considered the following proposals:
1. A proposal to adopt and approve an amendment to the Company’s amended and restated certificate of incorporation (the “Charter”) to extend the date that the Company has to consummate a business combination (the “Extension”) to April 23, 2021 (the “Extended Date”). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
No stockholders exercised their right to convert their shares of the Company’s common stock into cash in connection with the Extension.
Following the Meeting, the Company filed the amendment to the Charter with the Secretary of State of the State of Delaware. A copy of the amendment is attached hereto as Exhibit 3.1. The Company now has until April 23, 2021 to consummate an initial business combination.
2. A proposal to adopt and approve the early winding up of the Company and redemption of 100% of the outstanding public shares if the Company’s board of directors determines at any time prior to the Extended Date that the Company will be unable to consummate an initial business combination by the Extended Date. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
Item 9.01.
Financial Statement and Exhibits.
Exhibit | Description |
| | |
| Amendment to Amended and Restated Certificate of Incorporation |
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.
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| Dated: December 18, 2020 | | | | | | BIG ROCK PARTNERS ACQUISITION CORP. |
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| | | | | By: | | /s/ Richard Ackerman
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| | | | | | Richard Ackerman |
| | | | | | | Chairman, President and Chief Executive Officer |
