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): December 13, 2021
Group Nine Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-39905 | | 85-3841363 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
568 Broadway Floor 10 New York, New York | | 10012 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(646) 786-1980
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ¨ | Written communication 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-commencements 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 share of Class A common stock and one-third of one warrant | | GNACU | | The Nasdaq Capital Market LLC |
| Class A common stock, par value $0.0001 per share | | GNAC | | The Nasdaq Capital Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | | GNACW | | The Nasdaq Capital 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 x
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 5.01 Changes in Control of Registrant.
On December 13, 2021, Group Nine Media, Inc., (“G9”) the sole member of Group Nine SPAC LLC, the sponsor (the “Sponsor”) of Group Nine Acquisition Corp. (the “Company”), entered into an Agreement and Plan of Merger by and between Vox Media Holdings, Inc. (“Vox Media”), Voyager Merger Sub, Inc., a subsidiary of Vox Media (“Merger Sub”), and G9 (the “Merger Agreement”). Pursuant to the Merger Agreement, G9 will merge with the Merger Sub and become a wholly owned subsidiary of Vox Media.
As a result of the acquisition, Vox Media will wholly own the Sponsor. The Sponsor holds 5,625,000 shares of the Company’s Class B common stock, which represents approximately 20% of the issued and outstanding shares of common stock of the Company, and as such it is able to unilaterally control the election of the Company’s board of directors and, ultimately, the direction of the Company until its initial business combination, if any.
Item 8.01 Other Events.
On December 14, 2021, G9 and Vox Media issued a joint press release (the “Press Release”) announcing the execution of the Merger Agreement. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On December 17, 2021, the Company issued a letter to its stockholders with respect to the Merger Agreement and the transactions described above. The letter is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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.
| | Group Nine Acquisition Corp. |
| | | |
| Date: December 17, 2021 | By: | /s/ Sean Macnew |
| | Name: | Sean Macnew |
| | Title: | Chief Financial Officer |
