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
LGL SYSTEMS ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-39125 | | 83-4599446 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
165 W. Liberty St., Suite 220
Reno, NV 89501
(Address of Principal Executive Offices)(Zip Code)
(775) 393-9113
Registrant's Telephone Number
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:
| | ☐ | 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-2) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 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. ☐
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 Class A common stock and one-half of one redeemable warrant | | DFNS.U | | The New York Stock Exchange |
| Class A Common Stock, $0.0001 par value per share | | DFNS | | The New York Stock Exchange |
| Redeemable warrants, exercisable for shares of Class A common stock | | DFNS WS | | The New York Stock Exchange |
Item 8.01. Other Events
Separate Trading of Units, Class A Common Stock and Warrants
On March 24, 2020, LGL Systems Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of units (the “Units”) may now elect to separately trade the shares of Class A Common Stock and Warrants comprising the Units. Those Units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “DFNS.U,” and the Class A Common Stock and Warrants that are separated will trade on the NYSE under the symbols “DFNS” and “DFNS WS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Common Stock and Warrants. Attached as Exhibit 99.2 is a Broker DWAC request template that can be used by the broker to request the separation of the Units into Class A Common Stock and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1
SIGNATURES
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.
| | LGL SYSTEMS ACQUISITION CORP |
| | |
| | By: | /s/ Marc Gabelli |
| | Name: | Marc Gabelli |
| | Title: | Chief Executive Officer |
Dated: March 24, 2020
