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): October 2, 2020
HL ACQUISITIONS CORP.
(Exact Name of Registrant as Specified in Charter)
| British Virgin Islands | 001-38563 | N/A | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
499 Park Avenue, 12th Floor New York, NY |
10022 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 486-8100
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one ordinary share, one right, and one redeemable warrant | HCCHU | The Nasdaq Stock Market LLC | ||
| Ordinary Shares, no par value | HCCH | The Nasdaq Stock Market LLC | ||
| Rights, each to receive one-tenth (1/10) of one ordinary share | HCCHR | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each exercisable for one ordinary share at an exercise price of $11.50 per share | HCCHW | The Nasdaq Stock Market LLC |
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 5.07. Submission of Matters to a Vote of Security Holders.
On October 2, 2020, HL Acquisitions Corp. (the “Company”) held an extraordinary general meeting of its shareholders (the “Meeting”). At the Meeting, the Company’s shareholders considered a proposal to approve an extension to the date by which the Company has to consummate a business combination from October 2, 2020 to January 2, 2021.
The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 4,606,759 | 1,732 | 4,390 | 0 | |||||||||||
In connection with this vote, the holders of 2,395 ordinary shares of the Company exercised their right to convert their shares into cash at a conversion price of approximately $10.57 per share, for an aggregate conversion amount of approximately $25,315. The Company now has until January 2, 2021 to consummate an initial business combination.
Item 7.01 Regulation FD Disclosure.
On October 2, 2020, the Company issued the press release attached to this Current Report on Form 8-K as Exhibit 99.1.
The information furnished hereunder, including the related exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of HL, except as shall be expressly set forth by specific reference in such document.
Item 8.01 Other Events
On or about October 2, 2020, persons and entities affiliated with Jeffrey Schwarz, the Company’s Chief Executive Officer, Jonathan Guss, a director of the Company, and other initial stockholders of the Company loaned to the Company an aggregate of approximately $70,676 for working capital purposes. The loans were evidenced by promissory notes (“Notes”) which are non-interest bearing, non-convertible, and payable upon the consummation of the Company’s initial business combination. If a business combination is not consummated, the Notes will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company has funds available to it outside of its trust account.
The foregoing summary of the Notes is qualified in its entirety by reference to the text of the Notes, a form of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 10.1 | Form of Promissory Note | |
| 10.2 | List of Noteholders | |
| 99.1 | Press Release |
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: October 2, 2020 | HL ACQUISITIONS CORP. | |
| By: | /s/ Jeffrey E. Schwarz | |
| Jeffrey E. Schwarz | ||
| Chief Executive Officer | ||
Exhibit 10.1
PROMISSORY NOTE
| $___________ | As of ___________ |
HL Acquisitions Corp. (“Maker”) promises to pay to the order of _________________ or its successors or assigns (“Payee”) the principal sum of _____________________________ ($____________) in lawful money of the United States of America, on the terms and conditions described below.
1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker’s initial merger, share exchange, asset acquisition or other similar business combination with one or more businesses or entities (a “Business Combination”). Holder understands that if a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to it outside of its trust account established in connection with its initial public offering.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
4. Events of Default. The following shall constitute Events of Default:
a. Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.
b. Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
c. Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
5. Remedies.
a. Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
b. Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
7. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder.
8. Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:
If to Maker:
HL Acquisitions Corp.
499 Park Avenue, 12th Floor
New York, NY 10022
If to Payee:
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
9. Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the State of New York.
10. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed the day and year first above written.
| HL ACQUISITIONS CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
-2-
Exhibit 10.2
List of Holders
| Noteholder | Principal Amount | Date of Note | ||||
| Karen Finerman | $ | 6,751.05 | October 2, 2020 | |||
| Jeffrey Schwarz Children’s Trust | $ | 10,126.55 | October 2, 2020 | |||
| Jeffrey Schwarz Children’s Trust | $ | 10,866.02 | October 2, 2020 | |||
| Metropolitan Capital Partners V LLC | $ | 40,822.87 | October 1, 2020 | |||
| Jonathan Guss | $ | 1,519.01 | October 2, 2020 | |||
| Stephanie Guss | $ | 590.75 | October 2, 2020 | |||
Exhibit 99.1
HL Acquisitions Corp Shareholders Approve Extension of the Date to Consummate Business Combination
New York, NY—October 2, 2020– HL Acquisitions Corp. (Nasdaq: HCCH) (“HL” or the “Company”) announced that at a meeting held earlier today shareholders approved a proposal to extend the date by which the Company has to consummate a business combination from October 2, 2020 to January 2, 2021 (the “Extension Amendment Proposal”). The purpose of the Extension Amendment Proposal is to allow the Company more time to complete its previously announced business combination with Fusion Welcome – Fuel, S.A. (“Fusion”), an innovator in the rapidly developing Green Hydrogen sector.
Commenting on the results of the meeting, Jeffrey Schwarz, HL’s Chairman and CEO said, “we are pleased with the strong support our shareholders have provided, with approximately 99.9% of the votes cast for approval of the Extension Amendment Proposal. I know the logistics of the voting process presented a challenge for some of our European shareholders, many of whom went to great lengths to vote, and if unable to do so, to at least convey to us their support for the proposal. For these efforts we are most grateful.
Fusion Fuel Green Limited, which assuming consummation of our previously announced business combination, will be the parent company of both HL and Fusion, filed an amended registration statement with the Securities and Exchange Commission (“SEC”) on September 21st. Our hope is for that registration statement to soon be cleared by the SEC, enabling HL to schedule a special meeting of the Company’s shareholders to vote to approve the business combination.”
Forward looking statements
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “may,” “will,” “should,” “potential,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve known and unknown risks, uncertainties, assumptions and other important factors, which may be outside of HL’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statement. Shareholders are cautioned not to place undue reliance on any forward-looking statement, which speaks only as of the date of this press release.
Contact:
Jeffrey E. Schwarz
Chief Executive Officer
HL Acquisitions Corp.
(212) 486-8100