UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
August 12, 2019 (August 7, 2019)
SILVER SPIKE ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | | 001-39021 | | N/A |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
1114 6th Ave, 41st Floor New York, New York | | 10036 |
| (Address of Principal Executive Offices) | | (Zip Code) |
| Registrant’s telephone number, including area code:+1 212-905-4923 |
| 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 |
| Class A ordinary shares, par value $0.0001 per share | | SSPK | | The Nasdaq Stock Market LLC. |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | | SSPKW | | The Nasdaq Stock Market LLC. |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | | SSPKU | | 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 8.01. Other Events.
On August 12, 2019, Silver Spike Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (“Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $250,000,000.
Substantially concurrently with the closing of the IPO, the Company completed the private sale of 7,000,000 warrants (the “Private Placement Warrants”) to Silver Spike Sponsor, LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,000,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company; (2) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.
A total of $250,000,000, comprised of $245,000,000 of the proceeds from the IPO, including $8,750,000 of the underwriters’ deferred discount, and $5,000,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of all of the Company’s public shares if it is unable to complete its business combination within 18 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company's obligation to redeem 100% of its public shares if it does not complete an initial business combination within 18 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders' rights or pre-initial business combination activity.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company registration statement (File No. 333-232734):
| ·
| An Underwriting Agreement, dated August 7, 2019, between the Company and Credit Suisse Securities (USA) LLC, as representative of the several underwriters. |
| | · | A Warrant Agreement, dated August 7, 2019, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| | · | A Letter Agreement, dated August 7, 2019, among the Company and its officers, directors and Silver Spike Sponsor, LLC. |
| | · | An Investment Management Trust Agreement, dated August 7, 2019, between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| | · | A Registration Rights Agreement, dated August 7, 2019, between the Company and certain security holders. |
| | · | An Administrative Services Agreement, dated August 7, 2019, between the Company and the Sponsor. |
| | · | Sponsor Warrants Purchase Agreement, dated August 7, 2019, between the Company and the Sponsor. |
| | · | Indemnity Agreements, each dated August 7, 2019, between the Company and each of its executive officers and directors. |
On August 7, 2019, 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 the pricing of the IPO.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | | Description |
| 1.1 | | Underwriting Agreement, dated August 7, 2019, between the Company and Credit Suisse Securities (USA) LLC, as representative of the several underwriters |
| 4.1 | | Warrant Agreement, dated August 7, 2019, between the Company and Continental Stock Transfer & Trust Company, as warrant agent |
| 10.1 | | A Letter Agreement, dated August 7, 2019, among the Company and its officers and directors and Silver Spike Sponsor, LLC |
| 10.2 | | Investment Management Trust Agreement, dated August 7, 2019, between the Company and Continental Stock Transfer & Trust Company, as trustee |
| 10.3 | | Registration Rights Agreement, dated August 7, 2019, between the Company and certain security holders |
| 10.4 | | Administrative Services Agreement, dated August 7, 2019, between the Company and Silver Spike Sponsor, LLC |
| 10.5 | | Sponsor Warrants Purchase Agreement, dated January 7, 2019, between the Company and Silver Spike Sponsor, LLC |
| 10.6 | | Indemnity Agreement, dated August 7, 2019, between the Company and Scott Gordon |
| 10.7 | | Indemnity Agreement, dated August 7, 2019, between the Company and William Healy |
| 10.8 | | Indemnity Agreement, dated August 7, 2019, between the Company and Gregory Gentile |
| 10.9 | | Indemnity Agreement, dated August 7, 2019, between the Company and Mohammed Grimeh |
| 10.10 | | Indemnity Agreement, dated August 7, 2019, between the Company and Orrin Devinsky |
| 10.11 | | Indemnity Agreement, dated August 7, 2019, between the Company and Richard M. Goldman |
| 10.12 | | Indemnity Agreement, dated August 7, 2019, between the Company and Kenneth H. Landis |
| 99.1 | | Press Release, dated August 7, 2019 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 12, 2019
| | SILVER SPIKE ACQUISITION CORP. |
| | |
| | |
| | By: | /s/ Scott Gordon |
| | | Scott Gordon |
| | | Chief Executive Officer and Chairman |
