SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 23, 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|
or other jurisdiction
|(Commission File Number)||(I.R.S.
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|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbols(s)||Name of each exchange on which registered|
|Ordinary Shares||JFK||The NASDAQ Stock Market LLC|
|Warrants||JFKKW||The NASDAQ Stock Market LLC|
|Units||JFKKU||The NASDAQ Stock Market LLC|
|Rights||JFKKR||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 1.01 Entry into a Material definitive Agreement
The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 23, 2019, 8i Enterprises Acquisition Corp (the “Company”) issued an unsecured promissory note in the aggregate principal amount of up to $100,000 (the “Note”) to 8i Enterprises Pte Ltd, an entity controlled by the Company’s Chairman and Chief Executive Officer (“Enterprises”). The Note does not bear interest and matures upon closing of a business combination by the Company. The Note is convertible into units consisting of one ordinary share, one redeemable warrant, and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination (which securities have terms equivalent to the terms of the private placement securities issued in connection with the Company’s initial public offering) at a price of $10.00 per share at the closing of a business combination. In the event that the company does not close a business combination, the note will not be repaid.
Item 9.01. Financial Statements and Exhibits.
|10.1||Promissory Noted dated July 23, 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: July 23, 2019
8i ENTERPRISES ACQUISITION CORP
|By:||/s/ James Tan|
|Title:||Chief Executive Officer|