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): July 13, 2018
Thunder Bridge Acquisition, Ltd.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-38531 | N/A | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066
(Address of principal executive offices, including Zip Code)
(202) 431 0507
(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 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 July 13, 2018, Thunder Bridge Acquisition, Ltd (the “Company”) announced that, commencing on July 17 2018, the holders of the Company’s units issued in the Company’s initial public offering (the “Units”) may elect to separately trade the securities included in the Units. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Share”) and one warrant to purchase one Class A Ordinary Share (“Warrant”). The Units not separated will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “TBRGU.” The Class A Ordinary Shares and the Warrants are expected to trade on Nasdaq under the symbols “TBRG” and “TBRGW,” respectively. Holders of 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 Ordinary Shares and Warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated July 13, 2018 |
| 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.
Date: July 13, 2018
| Thunder Bridge Acquisition, Ltd. | ||
| By: | /s/ Gary A. Simanson | |
| Gary A. Simanson | ||
| Chief Executive Officer | ||
| 2 |
Exhibit 99.1
Thunder Bridge Acquisition, Ltd. Announces Separate Trading of its Class A Ordinary Shares and Warrants, Commencing July 17, 2018
New York – July 13, 2018 –Thunder Bridge Acquisition, Ltd. (the “Company”) (NASDAQ: TBRGU) announced today that, commencing on July 17, 2018, the holders of the units sold in the Company’s initial public offering may elect to separately trade the Class A ordinary shares and warrants included in the units. Units that are not separated will continue to trade on The NASDAQ Capital Market (“NASDAQ”) under the symbol “TBRGU.” The Class A ordinary shares and the warrants that are separated are expected to trade on NASDAQ under the symbols “TBRG” and “TBRGW,” respectively.
The units were initially offered by the Company in an underwritten offering. Cantor Fitzgerald & Co. acted as sole book-running manager and Chardan acted as lead manager of the offering.
Holders of 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 ordinary shares and warrants.
A registration statement relating to the units and the underlying securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 18, 2018.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A copy of the final prospectus relating to the offering may be obtained for free by visiting the SEC website at www.sec.gov. Alternatively, a copy of the prospectus related to this offering may be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, 5th Floor New York, New York 10022; Email: prospectus@cantor.com.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Gary A. Simanson
202.431.0507
gsimanson@thunderbridge.us