SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 8, 2019
Date of Report (Date of earliest event reported)
8i Enterprises Acquisition Corp
(Exact Name of Registrant as Specified in its Charter)
|British Virgin Islands||001-38849||n/a|
(State or other jurisdiction of
(Commission File Number)
(I.R.S. Employer Identification
6 Eu Tong Sen Street
#08-13 The Central
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: +65 67880388
|(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|
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 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events
As previously disclosed on a Current Report on Form 8-K dated April 5, 2019, 8i Enterprises Acquisition Corp (the “Company”) consummated its initial public offering (“IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one ordinary share (“Ordinary Share”), one warrant (“Warrant”) entitling its holder to purchase one-half of one Ordinary Share at a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of an Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a 45-day option to purchase up to 750,000 additional Units to cover over-allotments, if any.
As also previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 221,250 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,212,500.
Subsequently, on April 4, 2019, the underwriters exercised the over-allotment option in full and the closing of the issuance and sale of the additional Units occurred on April 8, 2019. The total aggregate issuance by the Company of 750,000 units at a price of $10.00 per unit resulted in total gross proceeds of $7,500,000. On April 8, 2019, simultaneously with the sale of the over-allotment units, the Company consummated the private sale of an additional 18,750 Private Units, generating gross proceeds of $187,500.
A total of $57,500,000 of the net proceeds from the sale of Units in the initial public offering (including the over-allotment option units) and the private placements on April 1, 2019 and April 8, 2019, were placed in a trust account established for the benefit of the Company’s public shareholders. Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the exercise of the over-allotment option.
The Private Units are identical to the Units sold in the IPO. However, the holders have agreed to certain restrictions on the Private Units, as described in the Registration Statement. Additionally, the holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the Private Units.
The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
Item 9.01. Financial Statements and Exhibits.
|99.1||Pro-Forma Balance Sheet dated April 1, 2019|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 10, 2019
8i ENTERPRISES ACQUISITION CORP
|By:||/s/ James Tan|
|Title:||Chief Executive Officer|
8I ENTERPRISES ACQUISITION CORP.
PRO FORMA BALANCE SHEET
|April 1, 2019||Adjustments||As Adjusted|
|Total current assets||664,804||—||664,804|
|Cash held in Trust Account||50,000,000||7,500,000||57,500,000|
|Liabilities and Shareholders’ Equity|
|Accounts payable and accrued expense||$||27,319||$||—||$||27,319|
|Due to related party||326,185||—||326,185|
|Total current liabilities||353,504||—||353,504|
|Deferred underwriters' discount||1,500,000||225,000||1,725,000|
|Ordinary shares subject to possible redemption, 4,381,129 shares and 5,108,629 shares as adjusted at redemption value||43,811,290||7,275,000||51,086,290|
|Ordinary shares, no par value; unlimited shares authorized; 2,277,621 shares issued, 2,318,871 shares as adjusted (excluding 4,381,129 shares, and 5,108,629 shares as adjusted, subject to possible redemption)||5,051,356||—||5,051,356|
|Total shareholders’ equity||5,000,010||—||5,000,010|
|Total Liabilities and Shareholders’ Equity||$||50,664,804||$||7,500,000||$||58,164,804|