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 13, 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
Separate Trading of Ordinary Shares, Warrants and Rights
On July 13, 2017, Bison Capital Acquisition Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the securities underlying such Units commencing on or about July 17, 2017. Each Unit consists of one ordinary share, no par value (“Ordinary Share”), one-half of one warrant, each whole warrant to purchase one Ordinary Share, and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business transaction. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Any Units not separated will continue to trade on the NASDAQ Capital Market under the symbol “BCACU”. Any underlying Ordinary Shares, warrants and rights that are separated are expected to trade on the NASDAQ Capital Market under the symbols “BCAC,” “BCACW” and “BCACR,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Ordinary Shares, warrants and rights.
A copy of the Press Release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated July 13, 2017 |
| 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 13, 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. ORDINARY SHARES, WARRANTS AND RIGHTS TO COMMENCE TRADING SEPARATELY ON OR ABOUT JULY 17, 2017
New York City & Hong Kong, July 13, 2017 / Bison Capital Acquisition Corp. (NASDAQ: BCACU, the “Company” or “Bison”) announced today that the holders of the Company’s units may elect to separately trade ordinary shares, warrants and rights underlying the units commencing on or about July 17, 2017. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units that are not separated will continue to trade on the NASDAQ Capital Market under the symbol “BCACU” and the ordinary shares, the warrants and the rights are expected to trade under the symbols “BCAC,” “BCACW” and “BCACR,” respectively.
The units were initially offered by the Company in an underwritten offering. EarlyBirdCapital, Inc. acted as the sole book running manager and Chardan and I-Bankers Securities, Inc. acted as co-managers of the offering.
A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission on June 19, 2017. The offering is being made only by means of a prospectus, copies of which may be obtained by contacting EarlyBirdCapital, Inc., 366 Madison Avenue, 8th Floor, New York, New York 10017. Alternatively, copies of the registration statement can be accessed through the SEC's website at www.sec.gov .
This press release shall not constitute an offer to sell or a 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.
About Bison
Bison is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or 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, although it intends to focus on businesses that have their primary operations 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 involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company’s initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Bison
Capital Acquisition Corp.
+1 9493506999
James
J. Tong
CEO
jamestong@bisonholding.com
Source: Bison