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):January 2, 2020
HL ACQUISITIONS CORP.
(Exact Name of Registrant as Specified in Charter)
| British Virgin Islands | 001-38563 | N/A | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
499 Park Avenue, 12th Floor New York, NY |
10022 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(212) 486-8100
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)) |
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 ordinary share, one right, and one redeemable warrant | HCCHU | The Nasdaq Stock Market LLC | ||
| Ordinary Shares, no par value | HCCH | The Nasdaq Stock Market LLC | ||
| Rights, each to receive one-tenth (1/10) of one ordinary share | HCCHR | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each exercisable for one ordinary share at an exercise price of $11.50 per share | HCCHW | 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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 3.02 is incorporated by reference in this item to the extent required herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Between July 2019 and December 31, 2019, Jeffrey Schwarz, the Chief Executive Officer of HL Acquisitions Corp. (the “Company”), and his affiliates have made an aggregate of $650,000 of loans to the Company for working capital purposes, which are evidenced by promissory notes in an aggregate principal amount of $650,000 (the “Notes”). The Notes are non-interest bearing and payable upon the consummation by the Company of a merger, share exchange, asset acquisition, or other similar business combination, with one or more businesses or entities (a “Business Combination”). Upon consummation of a Business Combination, approximately $500,000 of the principal balance of the Notes may be converted, at the holder’s option, into warrants of the Company at a price of $1.00 per warrant, with the balance of the Notes being payable in cash. The terms of the warrants will be identical to the warrants issued by the Company in its initial public offering, except the warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial holder or its permitted transferees. If a Business Combination is not consummated, the Notes will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the initial public offering (the “Trust Account”). The issuance of the Notes was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
| 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 January 2, 2020, the Company held an extraordinary general meeting of its shareholders (the “Meeting”). At the Meeting, the Company’s shareholders considered the following proposals:
1. A proposal to to amend the Company’s amended and restated memorandum and articles of association (the “charter”) to allow the Company, by Resolution of Members passed by Members holding 65% of the ordinary shares issued by the Company, to extend the date by which the Company has to consummate a business combination (the “Extension”). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders:
| For | Against | Abstain | Broker Non-Votes | |||
| 5,846,539 | 7,098 | 0 | 0 |
In connection with this vote, the holders of 275,984 ordinary shares of the Company exercised their right to convert their shares into cash at a conversion price of approximately $10.33 per share, for an aggregate conversion amount of approximately $2.85 million.
2. A proposal to approve an extension to the date by which the Company has to consummate a business combination from January 2, 2020 to March 2, 2020. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders:
| For | Against | Abstain | Broker Non-Votes | |||
| 5,846,539 | 7,098 | 0 | 0 |
Following the Meeting, the Company filed the amendment to the charter with the British Virgin Islands Registrar of Corporate Affairs.
Upon filing of the amendment to the charter, the Company deposited $0.03 for each public share that was not converted in connection with the Extension, or an aggregate of approximately $156,720, into the Trust Account for the first 30-day extension period. The Company now has until February 2, 2020 to consummate an initial business combination, or determine to deposit additional funds into the Trust Account for one additional 30-day extension period.
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 2, 2020 | HL ACQUISITIONS CORP. | ||
| By: | /s/ Jeffrey E. Schwarz | ||
| Jeffrey E. Schwarz | |||
| Chief Executive Officer |