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 11, 2017
HARMONY MERGER CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-36842 | 46-5723951 | ||
| (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 1.01 | Entry into a Material Definitive Agreement. |
As previously reported, on January 7, 2017, Harmony Merger Corp. (the “Company”) entered into an Agreement and Plan of Reorganization (the “Amalgamation Agreement”) by and among the Company, Harmony Merger Sub (Canada) Inc., a corporation incorporated under the laws of the Province of Ontario and a wholly owned subsidiary of the Company, Customer Acquisition Network (Canada) Inc., a corporation incorporated under the laws of the Province of Ontario (“Customer Acquisition”), and the shareholders of Customer Acquisition. On February 23, 2017, the Company received a notice from Customer Acquisition terminating the Amalgamation Agreement. On February 24, 2017, the Company issued a press release and disputed effectiveness of the termination. The Company and Customer Acquisition have reached an amicable resolution of this dispute and agree that the Amalgamation Agreement was terminated effective February 23, 2017.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press release dated March 13, 2017 |
| 2 |
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 13, 2017 | HARMONY MERGER CORP. | ||
| By: | /s/ Eric S. Rosenfeld | ||
| Name: | Eric S. Rosenfeld | ||
| Title: | Chief Executive Officer | ||
3
Exhibit 99.1
HARMONY MERGER CORP.
Announces Resolution of Dispute and
Formal TERMINATION
OF MERGER AGREEMENT
WITH MUNDOMEDIA
NEW YORK, NEW YORK, March 13, 2017 – As previously reported, on January 7, 2017, Harmony Merger Corp. (“Harmony”) (NASDAQ: HRMNU, HRMN, HRMNW), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, entered into an Agreement and Plan of Reorganization (the “Amalgamation Agreement”) by and among Harmony, Harmony Merger Sub (Canada) Inc., a corporation incorporated under the laws of the Province of Ontario and a wholly owned subsidiary of Harmony (“Merger Sub”), Customer Acquisition Network (Canada) Inc., a corporation incorporated under the laws of the Province of Ontario (“Customer Acquisition”), and the shareholders of Customer Acquisition (“Signing Holders”). On February 23, 2017, Harmony received a notice from Customer Acquisition terminating the Amalgamation Agreement. On February 24, 2017, Harmony issued a press release and disputed effectiveness of the termination. Harmony and Customer Acquisition have reached an amicable resolution of this dispute and agree that the Amalgamation Agreement was terminated effective February 23, 2017.
About Harmony Merger Corp.
Harmony (NASDAQ: HRMN) was incorporated in Delaware on May 21, 2014 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities. On March 27, 2015, Harmony consummated its initial public offering (“IPO”) of 11,500,000 units, each unit consisting of one share of common stock and one warrant to purchase one common share, and a simultaneous private placement of units to certain initial stockholders and Cantor Fitzgerald & Co., the representative of the underwriters in the IPO. As of December 31, 2016, Harmony held approximately $117,500,000 in trust to be used in connection with a proposed business combination. For more information, please visit www.harmonymergercorp.com.
Safe Harbor Language
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Harmony’s managements’ current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein. Harmony is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.
Contacts
Harmony Merger Corp.
David Sgro, 212-319-7676
Chief Operating Officer