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): June 25, 2018
FAR POINT ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-38521 | 82-4710750 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
175 Varick Street
New York, NY 10014
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 715-3880
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 June 14, 2018, Far Point Acquisition Corporation (the “Company”) consummated its initial public offering (“IPO”) of 63,250,000 units (the “Units”), including 8,250,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $632,500,000.
On June 25, 2018, 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 Units may elect to separately trade shares of the Class A Common Stock and Warrants comprising the Units commencing on June 27, 2018. Those Units not separated will continue to trade on the New York Stock Exchange under the symbol “FPAC.U,” and the Class A Common Stock and Warrants that are separated will trade on the New York Stock Exchange under the symbols “FPAC” and “FPAC WS,” 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 Units into shares of Class A Common Stock and Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit |
Description of Exhibits | |
| 99.1 |
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.
| FAR POINT ACQUISITION CORPORATION | ||
| By: | /s/ Thomas W. Farley | |
| Name: Thomas W. Farley | ||
| Title: Chief Executive Officer | ||
Dated: June 25, 2018
Exhibit 99.1
FOR IMMEDIATE RELEASE
Far Point Acquisition Corporation Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing June 27, 2018
NEW YORK, NY, June 25, 2018– Far Point Acquisition Corporation (the “Company” or “FPAC”) announced that commencing June 27, 2018, holders of the units sold in the Company’s initial public offering of 63,250,000 units may elect to separately trade shares of the Company’s Class A common stock (“Class A Common Stock”) and warrants included in the units. Class A common stock and warrants that are separated will trade on the New York Stock Exchange under the symbols “FPAC” and “FPAC WS,” respectively. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “FPAC.U.” No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
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.
About Far Point Acquisition Corporation
Far Point Acquisition Corporation is a blank check company organized for the purpose of pursuing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The Company intends to focus on a target business in the financial technology, technology or financial services industries. The Chief Executive Officer of FPAC is Thomas Farley, who served as President of the NYSE from 2013 until May 2018, and the managing partner of the sponsor of FPAC will be an affiliate of Third Point LLC, a New York asset manager led by Daniel S. Loeb. David Bonanno, a Managing Director at Third Point LLC, is FPAC’s Chief Financial Officer.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of FPAC 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. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other 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,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” 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 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.
Company Contact:
contact@farpoint.ventures