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): January 22, 2018

REGALWOOD GLOBAL ENERGY LTD.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	001-38310	N/A
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1001 Pennsylvania Avenue NW Suite 220 South Washington, D.C.	20004
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 202-654-7060

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))

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 Class A Ordinary Shares and Warrants

On January 18, 2018, Regalwood Global Energy Ltd. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and warrants included in the Units commencing on January 22, 2018. Each Unit consists of one share of Class A Ordinary Shares, and one-third of one warrant to purchase one share of Class A Ordinary Shares. Any Units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “RWGE.U.” Any underlying Class A Ordinary Shares and warrants that are separated are expected to trade on the NYSE under the symbols “RWGE” and “RWGE WS,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. 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 Class A Ordinary Shares and warrants.

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 Statement and Exhibits.

(d) Exhibits:

Exhibit	Description
Exhibit 99.1	Press Release dated January 18, 2018.

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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: January 22, 2018	REGALWOOD GLOBAL ENERGY LTD.
	By:	/s/ Kevin R. Gasque
		Name: Kevin R. Gasque
		Title: Chief Financial Officer

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EX-99.1

Exhibit 99.1

Regalwood Global Energy Ltd. Class A Ordinary Shares and Warrants to Commence Trading Separately on January 22, 2018

WASHINGTON, Jan. 18, 2018 — Regalwood Global Energy Ltd. (the “Company”) (NYSE: RWGE.U) today announced that the holders of the Company’s units may elect to separately trade the Class A ordinary shares and warrants underlying the units commencing on January 22, 2018. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “RWGE.U” and the Class A ordinary shares and the warrants are expected to trade under the symbols “RWGE” and “RWGE WS”, respectively.

The units were initially offered by the Company in an underwritten offering. Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as joint book-running 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 November 30, 2017.

This press release shall not constitute an offer to sell nor 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. A copy of the final prospectus relating to the offering may be obtained for free by visiting the U.S. Securities and Exchange Commission website at http://www.sec.gov. Alternatively, a copy of the prospectus related to this offering may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: (800) 831-9146 or J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Attention: Prospectus Department, Telephone: (866) 803-9204.

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 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.

Contact:

Kevin R. Gasque

Regalwood Global Energy Ltd.

Chief Financial Officer

202-729-5626