UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
___________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): May 3, 2021 (April 30, 2021)
G&P Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40164 | 85-4357324 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
222 Bellevue Avenue Newport, Rhode Island 02840 |
| (Address of principal executive offices, including zip code) |
(212) 415-6500
(Registrant’s telephone number, including area code)
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:
| ¨ | 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-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 share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | GAPA.U | New York Stock Exchange | ||
| Class A common stock, $0.0001 par value | GAPA | New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | GAPA WS | New York Stock Exchange |
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 8.01. | Other Events. |
On April 30, 2021, G&P 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 the Company’s units (the “Units”) may elect to separately trade the shares of the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and warrants (the “Warrants”) comprising the units commencing on or about May 3, 2021. Each Unit consists of one share of the Class A Common Stock and one-half of one redeemable Warrant to purchase one share of the Class A Common Stock. Any Units not separated will continue to trade on the New York Stock Exchange under the symbol “GAPA.U,” and the shares of the Class A Common Stock and Warrants that are separated will trade on the New York Stock Exchange under the symbols “GAPA” and “GAPA 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 the shares of the Class A Common Stock and Warrants.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
EXHIBIT INDEX
Exhibit No. | Description | |
| 99.1 | Press Release, dated April 30, 2021. |
SIGNATURE
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.
| G&P ACQUISITION CORP. | |||
| Date: May 3, 2021 | By: | /s/ Joseph Marnikovic | |
| Name: | Joseph Marnikovic | ||
| Title: | Chief Financial Officer | ||