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
February 5, 2021
Date of Report (Date of earliest event reported)
Gaming & Hospitality Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-39987 | 84-5014306 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 3755 Breakthrough Way #300, Las Vegas, Nevada | 89135 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (800) 211-8626
N/A
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under 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-third of one redeemable warrant to purchase one share of Class A common stock | GHACU | The Nasdaq Stock Market LLC | ||
| Class A common stock, par value $0.0001 per share | GHAC | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment | GHACW | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
As previously disclosed, on February 5, 2021, Gaming & Hospitality Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 20,000,000 units (the “Units”), including 2,500,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional Units to cover over-allotments. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company and one-third of one redeemable warrant of the Company (each, a “Public Warrant”), with each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.
Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) with the Company’s sponsor, Affinity Gaming Holdings, L.L.C., of an aggregate of 777,500 units (the “Private Units”) at a price of $10.00 per Private Unit, generating gross proceeds to the Company of $7,775,000.
On February 5, 2021, a total of $200,000,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established with Continental Stock Transfer & Trust Company, acting as trustee, established for the benefit of the Company’s public stockholders. An audited balance sheet as of February 5, 2021 reflecting receipt of the proceeds from the IPO and the Private Placement is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of February 5, 2021 | |
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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.
Dated: February 11, 2021
| GAMING & HOSPITALITY ACQUISITION CORP. | ||
| By: | /s/ Mary Elizabeth Higgins | |
| Name : Mary Elizabeth Higgins | ||
| Title: Chief Executive Officer | ||
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