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 9, 2018
GORDON POINTE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38363 | 82-1270173 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
780 Fifth Avenue South
Naples, FL 34102
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (412) 960-4687
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 R
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 Class A Common Stock and Warrants
On March 9, 2018, Gordon Pointe Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A common stock and warrants included in the Units commencing on March 12, 2018. Those Units not separated will continue to trade on the NASDAQ Capital Market under the symbol “GPAQU,” and each of the Class A common stock and warrants that are separated will trade on the NASDAQ Capital Market under the symbols “GPAQ” and “GPAQW,” respectively. Holders of units will need to have their brokers contact the Company's transfer agent, Continental Stock & Transfer Company, in order to separate the holder's untits into shares of Class A common stock and warrants.
Expiration of Underwriter Over-Allotment Option and Associated Forfeiture of Founder Shares
On March 12, 2018, following the expiration of the underwriter’s over-allotment option, our sponsor, Gordon Pointe Management, LLC, forfeited an aggregate of 468,750 shares of Class F common stock. As a result of such forfeiture, there are 3,125,000 shares of Class F common stock issued and outstanding on the date of this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
We incorporate by reference herein the Exhibit Index following the signature page to this Current Report on Form 8-K.
| 1 |
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.
| GORDON POINTE ACQUISITION CORP. | ||
| By: | /s/ James J. Dolan | |
| Name: James J. Dolan | ||
| Title: Chief Executive Officer | ||
| Dated: March 12, 2018 | ||
| 2 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 9, 2018. |
3
Exhibit 99.1
Gordon Pointe Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing March 12, 2018
NEW YORK, NY, March 9, 2018 — Gordon Pointe Acquisition Corp. (NASDAQ: GPAQU) (the “Company”) announced that, commencing March 12, 2018, holders of the units sold in the Company’s initial public offering of 12,500,000 units completed on January 30, 2018 may elect to separately trade the shares of Class A common stock and warrants included in the units. Those units not separated will continue to trade on the NASDAQ Capital Market under the symbol “GPAQU,” and the Class A common stock and warrants that are separated will trade on the NASDAQ Capital Market under the symbols “GPAQ” and “GPAQW,” respectively.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, 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. The public offering was made only by means of a prospectus, copies of which may be obtained from: B. Riley FBR, Inc., Attention: Prospectus Department, 1300 14th Street North, Suite 1400, Arlington, VA 22209, or by telephone at (800) 846-5050 or by email at prospectuses@brileyfbr.com.
About Gordon Pointe Acquisition Corp.
Gordon Pointe Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with one or more businesses or assets. While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on businesses in the financial technology sector or related financial services or technology sectors.
Cautionary Note Concerning Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
James J. Dolan
Chief Executive Officer
Gordon Pointe Acquisition Corp.
jdolan@gordonpointe.com
(412) 960-4687
Media Contact
Jack Horner, 267-932-8760, ext. 302
412-600-2295 (mobile)
jack@hornercom.com