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 24, 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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, in connection with the approval by the shareholders of HL Acquisitions Corp. (“Company”) to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate its initial business combination (“Business Combination”) from March 2, 2020 to July 2, 2020, the Company agreed to deposit into the trust account established in connection with its initial public offering (the “Trust Account”) $0.03 for each public share not converted in connection with such shareholder approval for each monthly period, or portion thereof, that is needed by the Company to complete its initial Business Combination from March 2, 2020 until July 2, 2020.
On March 24, 2020 and April 30, 2020, persons and entities affiliated with Jeffrey Schwarz, the Company’s Chief Executive Officer, and Jonathan Guss, a director of the Company, and designees of the Company’s Chief Executive Officer, loaned an aggregate of approximately $542,000 to the Company, including $305,880 representing the aggregate contributions to the Trust Account for the months of April and May 2020. The loans were evidenced by promissory notes (“Notes”) which are non-interest bearing, non-convertible, and payable upon the consummation of the Company’s initial Business Combination. 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.
The foregoing summary of the Notes is qualified in its entirety by reference to the text of the Notes, a form of which is filed as an exhibit hereto and incorporated by reference herein.
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 1.01 is incorporated by reference in this item to the extent required herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit | Description | |
10.1 | Form of Promissory Note. | |
10.2 | List of Noteholders |
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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: May 1, 2020 | HL ACQUISITIONS CORP. | |
By: | /s/ Jeffrey E. Schwarz | |
Jeffrey E. Schwarz Chief Executive Officer |
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