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 5, 2017 (June 29, 2017)
Bison Capital Acquisition Corp.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 001-38120 | N/A | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
609-610 21st Century Tower
No.
40 Liangmaqiao Road
Chaoyang District, Beijing
China 100016
(Address of principal executive offices, including Zip Code)
(86) 10-8444-6968
(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 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.
As previously reported on a Current Report on Form 8-K of the Company, on June 23, 2017, Bison Capital Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 5,250,000 units (“Units”), each Unit consisting of one ordinary share of the Company, no par value per share (“Ordinary Share”), one right entitling the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination, and one-half of one warrant (“Warrant”), each whole Warrant exercisable to purchase one Ordinary Share, pursuant to the registration statements on Form S-1 (File Nos. 333-218404 and 333-218839). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $52,500,000. The Company has granted the underwriters a 30-day option to purchase up to 2,250,000 additional units to cover over-allotments, if any.
As previously reported on a Current Report on Form 8-K of the Company, on June 23, 2017, simultaneously with the consummation of the IPO, the Company completed a private placement (the “Private Placement”) of an aggregate of 388,750 placement units to its sponsor, Bison Capital Holding Company Limited and the underwriter and/or their designees, generating gross proceeds of $3,887,500.
As previously reported on a Current Report on Form 8-K of the Company, on June 29, 2017, the underwriters exercised their over-allotment option in full and purchased 787,500 additional Units (“Over-Allotment Units”) at $10.00 per Unit, generating gross proceeds of $7,875,000. Simultaneously with the sale of the Over-Allotment Units, the Company consummated the sale of an additional 43,312 placement units (“Over-Allotment Placement Units”) at $10.00 per unit, generating gross proceeds of $433,125. A total of $8,071,875 of the net proceeds from the sale of the Over-Allotment Units and Over-Allotment Placement Units were deposited in the trust account.
A total of $61,884,375 of the net proceeds from the IPO and the Private Placement (including the Over-Allotment Units and the Over-Allotment Placement Units) were deposited in a trust account established for the benefit of the Company’s public stockholders. An audited balance sheet as of June 23, 2017 reflecting receipt of the net proceeds from the IPO and Private Placement on June 23, 2017, but not the proceeds from the sale of the Over-Allotment Units and the Over-Allotment Placement Units, had been prepared by the Company and previously filed on a Current Report on Form 8-K on June 29, 2017. The Company’s unaudited pro forma balance sheet as of June 23, 2017, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the Over-Allotment Placement 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 | Pro Forma Balance Sheet | |
| 99.2 | Press Release |
| 2 |
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 5, 2017
| Bison Capital Acquisition Corp. | ||
| By: | /s/ James Jiayuan Tong | |
| James Jiayuan Tong | ||
| Chief
Executive Officer, Chief Financial Officer and Director | ||
3
Exhibit 99.1
BISON CAPITAL ACQUISITION CORP.
BALANCE SHEET
As of June 23, 2017
| June 23, | Pro Forma | Pro Forma | ||||||||||
| 2017 | Adjustments | Totals | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 941,372 | $ | — | $ | 941,372 | ||||||
| Prepaid expenses and other current assets | 24,500 | — | 24,500 | |||||||||
| Total Current Assets | 965,872 | — | 965,872 | |||||||||
| Cash held in Trust Account | 53,812,500 | 8,071,875 | 61,884,375 | |||||||||
| Total Assets | $ | 54,778,372 | $ | 8,071,875 | $ | 62,850,247 | ||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued expenses | $ | 10,300 | $ | — | $ | 10,300 | ||||||
| Advances from related party | 71,804 | — | 71,804 | |||||||||
| Promissory note – related party | 300,000 | — | 300,000 | |||||||||
| Total Liabilities | 382,104 | — | 382,104 | |||||||||
| Commitments and Contingencies | ||||||||||||
| Ordinary shares subject to possible redemption, 4,819,148 and 5,606,648 shares at redemption value | 49,396,267 | 8,071,875 | 57,468,142 | |||||||||
| Shareholders' Equity: | ||||||||||||
| Preferred shares, no par value; unlimited shares authorized; none issued and outstanding | — | — | — | |||||||||
| Ordinary shares, no par value; unlimited shares authorized; 2,328,977 and 2,372,289 shares issued and outstanding (excluding 4,819,148 and 5,606,648 shares subject to possible redemption) | 5,002,394 | — | 5,002,394 | |||||||||
| Accumulated deficit | (2,393 | ) | — | (2,393 | ) | |||||||
| Total Shareholders' Equity | 5,000,001 | — | 5,000,001 | |||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 54,778,372 | $ | 8,071,875 | $ | 62,850,247 | ||||||
Exhibit 99.2
Bison Capital Acquisition Corp. Announces Consummation of Over-Allotment Exercise in Connection With Its Initial Public Offering
NEW YORK and HONG KONG, July 5, 2017 (GLOBE NEWSWIRE) -- Bison Capital Acquisition Corp. (Nasdaq:BCACU) ("Bison" or the "Company"), announced today that the underwriters of its initial public offering have exercised their over-allotment option in full to purchase 787,500 units and that the closing of the sale of such units has taken place on June 28, 2017. The option units were sold at an offering price of $10.00 per unit, generating additional gross proceeds of $7,875,000 to the Company and bringing the total gross proceeds of the initial public offering to $60,375,000. In connection with the over-allotment option exercise, Bison Capital Holding Company Limited, the Company’s sponsor, and underwriters for the offering purchased additional units through a private placement for the aggregate amount of 43,312 placement units at $10.00 per unit, generating gross proceeds of $433,125.
Of the proceeds received from the consummation of the over-allotment option exercise and the private placement of units, a total of $8,071,875 of the net proceeds were deposited in the trust account, bringing the aggregate proceeds held in the trust account to $61,884,375. A pro forma balance sheet of the Company as of June 23, 2017 reflecting receipt of the proceeds upon consummation of the over-allotment option and the private placement will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission.
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.
This offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained by contacting EarlyBirdCapital, Inc., 366 Madison Avenue, 8th Floor, New York, New York 10017. Copies of the registration statement can be accessed through the SEC's website at www.sec.gov.
About Bison
Bison is a blank check company, also commonly referred to as a Special Purpose Acquisition Company (SPAC), formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. The Company's efforts to identify a target business will not be limited to a particular industry or geographic region, with focus on business located in Asia and North America in the healthcare, consumer services and media/entertainment industries. Bison is being sponsored by Bison Capital Holding Company Limited.
Forward-Looking Statements
This press release includes "forward-looking statements" that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as "expects", "believes", "anticipates", "intends", "estimates", "seeks" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect Bison management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward looking statements, please refer to the Risk Factors section of Bison's final prospectus for its offering filed with the Securities and Exchange Commission. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise.
Bison Capital Acquisition Corp.
+1 9493506999
James J. Tong
CEO
jamestong@bisonholding.com