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): December 4, 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 December 4, 2020, HL Acquisitions Corp. (“HL”) held an annual general meeting of its shareholders (the “Meeting”) to approve the proposals relating to the entry into and consummation of the Business Combination Agreement, dated as of June 6, 2020 (as amended and restated on August 25, 2020, the “Business Combination Agreement”), with Fusion Welcome — Fuel, S.A., a public limited company domiciled in Portugal, sociedade anónima (“Fusion Fuel”), Fusion Fuel Green PLC (formerly known as Fusion Fuel Green Limited and Dolya Holdco 3 Limited), a public limited company incorporated in Ireland (“Parent”), Fusion Fuel Atlantic Limited, a British Virgin Islands business company and wholly owned subsidiary of Parent (“Merger Sub”), and the shareholders of Fusion Fuel (“Fusion Fuel Shareholders”). An aggregate of 4,387,284 ordinary shares of HL, which represents a quorum of the outstanding ordinary shares entitled to vote as of the record date of November 4, 2020, were represented in person or by proxy at the Meeting.
HL’s shareholders voted on the following proposals at the Meeting, each of which was approved:
(1) Proposal No. 1 — The Business Combination Proposals — to consider and vote upon two separate proposals, as follows:
(a) a proposal to approve the merger of Merger Sub with and into HL, with HL being the surviving entity of such merger and a wholly-owned subsidiary of Parent and Parent becoming the new public reporting company (the “Merger”) as the first step in the business combination;
For | Against | Abstain | Broker Non-Votes | |||||||||||
4,387,270 | 0 | 14 | 0 | |||||||||||
(b) a proposal to approve and adopt the Business Combination Agreement and the transactions contemplated thereby, including (i) the Merger and (ii) immediately after the consummation of the Merger, Parent’s purchase from the Fusion Fuel Shareholders of all of the issued and outstanding shares of Fusion Fuel (the “Share Exchange”, and together with the Merger, the “Transactions”).
For | Against | Abstain | Broker Non-Votes | |||||||||||
4,387,240 | 24 | 20 | 0 | |||||||||||
The votes in favor of the business combination proposals represented approximately 99.99% of the voted shares. No holders of ordinary shares exercised their right to redeem their shares for cash.
(2) Proposal No. 2 — The Director Proposal - to consider and vote upon a proposal to elect seven (7) directors to the board of directors of Parent to serve until their successors are duly elected and qualified.
For | Withhold | Broker Non-Votes | ||||||||||
Jeffrey E. Schwarz | 3,676,539 | 710,745 | 0 | |||||||||
Frederico Figueira de Chaves | 3,676,859 | 710,425 | 0 | |||||||||
João Teixeira Wahnon | 3,676,859 | 710,425 | 0 | |||||||||
Jaime Silva | 3,676,835 | 710,449 | 0 | |||||||||
António Augusto Gutierrez Sá da Costa | 3,676,859 | 710,425 | 0 | |||||||||
Rune Magnus Lundetrae | 3,676,859 | 710,425 | 0 | |||||||||
Alla Jezmir | 4,387,247 | 37 | 0 | |||||||||
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(3) Proposal No. 3 — The Charter Proposals — to approve the following material differences between HL’s amended and restated memorandum and articles of association (“M&A”) and Parent’s memorandum and articles of association (“Parent’s M&A”) to be effective upon the consummation of Transactions:
(a) the name of the new public entity will be “Fusion Fuel Green PLC” as opposed to “HL Acquisitions Corp.”
For | Against | Abstain | Broker Non-Votes | |||||||||||
4,386,516 | 0 | 768 | 0 | |||||||||||
(b) Parent’s corporate existence is perpetual as opposed to HL’s corporate existence terminating if a business combination is not consummated by HL within a specified period of time.
For | Against | Abstain | Broker Non-Votes | |||||||||||
4,386,116 | 0 | 1,168 | 0 | |||||||||||
(c) Parent’s M&A provides for two classes of voting ordinary shares, as opposed to HL’s class of ordinary shares and class of preference shares.
For | Against | Abstain | Broker Non-Votes | |||||||||||
4,385,817 | 702 | 765 | 0 | |||||||||||
(d) Parent’s M&A does not include the various provisions applicable only to special purpose acquisition corporations that HL’s M&A contains.
For | Against | Abstain | Broker Non-Votes | |||||||||||
4,386,409 | 10 | 865 | 0 | |||||||||||
(4) Proposal No. 4 — The PIPE Proposal — to consider and vote upon a proposal to approve a series of subscription agreements with investors (“PIPE Investors”) for the sale of an aggregate of 2,450,000 Parent Class A Ordinary Shares at a price of $10.25 per share, for an aggregate purchase price of approximately $25.1 million in private placements (“PIPE Investment”) which will close simultaneously with or immediately after the consummation of the Transactions.
For | Against | Abstain | Broker Non-Votes | |||||||||||
4,382,792 | 2,419 | 2,073 | 0 |
Item 7.01 Regulation FD Disclosure.
On December 4, 2020, HL 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 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit | Description | |
99.1 | Press Release. |
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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: December 4, 2020 | HL ACQUISITIONS CORP. | |
By: | /s/ Jeffrey E. Schwarz | |
Jeffrey
E. Schwarz Chief Executive Officer |
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Exhibit 99.1
HL Acquisitions Corp. Receives Shareholder Approval of Business Combination with Fusion Fuel Green
NEW YORK, NY, Dec. 04, 2020 (GLOBE NEWSWIRE) -- HL Acquisitions Corp. (Nasdaq: HCCH) (“HL”) and Fusion Fuel Green PLC (“Fusion Fuel”) announced today that the shareholders of HL have approved the business combination between HL and Fusion Fuel at an annual general meeting of shareholders held today in New York. None of HL’s public shares were redeemed in connection with the vote to approve the business combination. It is expected that the business combination will close in the coming days.
Upon the closing of the business combination, each unseparated unit of HL will separate into its component parts of one ordinary share, one warrant, and one right. Each right of HL will be automatically exchanged for one-tenth (1/10th) of one ordinary share in accordance with its terms. The ordinary shares and warrants of HL will then automatically convert into Class A ordinary shares and warrants of Fusion Fuel, respectively, and it is expected that such Class A ordinary shares and warrants will trade on the Nasdaq Capital Market under the symbols “HTOO” and “HTOOW,” respectively.
In addition to approving the business combination, the HL shareholders elected seven directors to Fusion Fuel’s board of directors – Jeffrey E. Schwarz, Frederico Figueira de Chaves, João Teixeira Wahnon, Jaime Silva, António Augusto Gutierrez Sá da Costa, Rune Magnus Lundetrae, and Alla Jezmir. Additionally, HL’s shareholders approved the material differences between HL’s charter documents and Fusion Fuel’s charter documents and approved the sale and issuance of 2,450,000 Fusion Fuel Class A ordinary shares in a private placement for gross proceeds of approximately $25.1 million which will close simultaneously with the business combination.
Jeffrey Schwarz, CEO of HL, commented: “We appreciate the support our shareholders have shown for the business combination with Fusion Fuel, expressed both by way of the overwhelming vote in favor of the transaction, and with no shareholders exercising their redemption rights. We look forward to consummating the transaction and getting down to the business of building a leading player in the emerging market for Green Hydrogen.”
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 “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,”
“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 a number of known and unknown risks, uncertainties, assumptions and other important factors,
many of which are outside HL’s or Fusion Fuel’s control, that could cause actual results or outcomes to differ materially
from those discussed in the forward-looking statement, including, among other things, the occurrence of any event, change or other
circumstances that could give rise to the termination of that certain Amended and Restated Business Combination Agreement, dated
as of August 25, 2020, by and between HL, Fusion Fuel, Fusion Welcome – Fuel, S.A. and the other parties thereto, the ability
to maintain the listing of Fusion Fuel’s securities on Nasdaq or another national securities exchange following the business
combination, changes adversely affecting the businesses in which Fusion Fuel is engaged, management of growth, general economic
conditions, including changes in the credit, debit, securities, financial or capital markets, the impact of COVID-19 or other adverse
public health developments on Fusion Fuel’s business and operations, and the other risks and uncertainties set forth in the
definitive proxy statement/prospectus filed by each of HL and Fusion Fuel on November 10, 2020. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Use of Social
Media as a Source of Material News
Fusion Fuel intends to post a copy of the press release on its LinkedIn profile and/or its website (www.fusion-fuel.eu) and other
social media outlets. Fusion Fuel uses, and will continue to use, its LinkedIn profile, website, press releases, and various social
media channels, as additional means of disclosing information to investors, the media, and others interested in Fusion Fuel. It
is possible that certain information that Fusion Fuel posts on social media or its website, or disseminates in press releases,
could be deemed to be material information, and Fusion Fuel encourages investors, the media and others interested in Fusion Fuel
to review the business and financial information that Fusion Fuel posts on its social media channels, website, and disseminates
in press releases, as such information could be deemed to be material information.
Contact:
Jeffrey E. Schwarz
Chief Executive Officer
HL Acquisitions Corp.
(212) 486-8100