0001144204-12-017917.txt : 20120329 0001144204-12-017917.hdr.sgml : 20120329 20120329111457 ACCESSION NUMBER: 0001144204-12-017917 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120326 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120329 DATE AS OF CHANGE: 20120329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trio Merger Corp. CENTRAL INDEX KEY: 0001514732 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 274867100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 12722738 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-319-7676 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 v307747_8k.htm FORM 8-K

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): March 26, 2012

TRIO MERGER CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35471	27-4867100
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

777 Third Avenue, 37th Floor, New York, New York 10017

(Address of Principal Executive Offices) (Zip Code)

(212) 319-7676

(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 (see General Instruction A.2. below):

¨ 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))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

See Item 8.01, which is incorporated herein by reference.

Item 8.01. Other Events

As previously reported, Trio Merger Corp. (“Company”) applied to transfer the listing of its common stock that previously traded on the Over-The-Counter Bulletin Board quotation system (“OTCBB”) to The NASDAQ Stock Market LLC. On March 26, 2012, the Company’s common stock was approved for listing on the NASDAQ Capital Market. The Company’s common stock will now trade on NASDAQ under the symbol TRIO and will cease trading on the OTCBB. The Company’s warrants will continue to be traded on the OTCBB under the symbol TRMGW.

A copy of the Company’s press release, dated March 29, 2012, announcing the foregoing is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

	Exhibit	Description

	99.1	Press Release dated March 29, 2012.

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.

Dated: March 29, 2012

	TRIO MERGER CORP.

	By:	/s/ Eric S. Rosenfeld
		Name: Eric S. Rosenfeld Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit Description

99.1 Press Release dated March 29, 2012.

EX-99.1 2 v307747_ex99-1.htm EXHIBIT 99.1

Contact:

David D. Sgro
Chief Financial Officer

Trio Merger Corp.

212-319-7676

FOR IMMEDIATE RELEASE

TRIO MERGER CORP. ANNOUNCES LISTING ON NASDAQ

New York, NY, March 29, 2012 – Trio Merger Corp. (NASDAQ: TRIO; OTCBB: TMRGW) (the “Company”) announced today that its application to list its common stock on the NASDAQ Capital Market has been approved by NASDAQ. The Company’s common stock will now trade on NASDAQ under the symbol TRIO and will cease trading on the Over-The-Counter Bulletin Board. The Company’s warrants will continue to be quoted on the Over-The-Counter Bulletin Board under the symbol TMRGW.

Trio Merger Corp. is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to any particular industry or geographic region.

Forward Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of the Company’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements.

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