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): October 30, 2018 (October 25, 2018)

ChaSerg Technology Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-38685	83-0632724
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7660 Fay Avenue, Suite H, Unit 339

La Jolla, CA 92037

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (619) 736-6855

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.

Over-Allotment Closing 

As previously reported on a Current Report on Form 8-K of ChaSerg Technology Acquisition Corp. (the “Company”), on October 10, 2018, the Company consummated its initial public offering (“IPO”) of 20,000,000 units (the “Units”). 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 half 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 $200,000,000. The Company had granted the underwriters for the IPO (the “Underwriters”) a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (“Over-Allotment Units”). On October 25, 2018, the Underwriters exercised the option in part and purchased an aggregate of 2,000,000 Over-Allotment Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $20,000,000.

As previously reported on a Current Report on Form 8-K of the Company, on October 10, 2018, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 600,000 units (the “Private Placement Units”). 500,000 of the Private Placement Units were sold to ChaSerg Technology Sponsor LLC (the “Sponsor”) and 100,000 Private Placement Units were sold to the Underwriters at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,000,000. On October 25, 2018, in connection with the sale of Over-Allotment Units, the Company consummated a private sale of an additional 30,000 Private Placement Units to the Sponsor and 10,000 Private Placement Units to the Underwriters, generating gross proceeds of $400,000.

In addition, the 5,750,000 shares of Class B common stock of the Company (the “Founder Shares”) held by the Sponsor (prior to the exercise of the over-allotment) included an aggregate of up to 750,000 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full. Since the underwriters exercised the over-allotment option in part, the Sponsor forfeited 250,000 Founder Shares on October 25, 2018. The Founder Shares forfeited by the Sponsor were cancelled by the Company.

A total of $220,000,000, (or $10.00 per Unit) comprised of $213,600,000 of the proceeds from the IPO (including the Over-Allotment Units) and $6,400,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.  

An audited balance sheet as of October 10, 2018 reflecting receipt of the net proceeds from the IPO and the Private Placement on October 10, 2018, but not the proceeds from the sale of the Over-Allotment Units nor the private placement on October 25, 2018, had been prepared by the Company and previously filed on a Current Report on Form 8-K on October 16, 2018. The Company’s unaudited pro forma balance sheet as of October 25, 2018, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the private placement on the same day is included as Exhibit 99.1 to this Current Report on Form 8-K.

Separate Trading of Units, Class A Common Stock and Warrants

On October 26, 2018, the Company announced that, commencing on October 30, 2018, the holders of Units issued in its IPO may elect to separately trade shares of Class A Common Stock and Warrants included in the Units. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Units not separated will continue to trade on the NASDAQ Capital Market under the symbol “CTACU.” Shares of Class A Common Stock and the Warrants are expected to trade on the NASDAQ Capital Market under the symbols “CTAC” and “CTACW,” 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 the Units into shares of Class A Common Stock and Warrants.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Pro Forma Balance Sheet
99.2	Press Release, dated October 25, 2018
99.3	Press Release, dated October 26, 2018

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.

	CHASERG TECHNOLOGY ACQUISITION CORP.
	By:	/s/ Lloyd Carney
		Name: Lloyd Carney
		Title:   Chief Executive Officer
Dated: October 30, 2018

2

EX-99.1

Exhibit 99.1

CHASERG TECHNOLOGY ACQUISITION CORP.

PRO FORMA BALANCE SHEET

	October 10,			Pro Forma
	2018			Adjustments			As Adjusted
				(unaudited)			(unaudited)
ASSETS
Current Assets:
Cash	$	1,354,817		$	—		$	1,354,817
Prepaid expenses and other current assets		28,200			—			28,200
Total Current Assets		1,383,017			—			1,383,017
Cash held in Trust Account		200,000,000			20,000,000	(a)		220,000,000
					400,000	(b)
					(400,000	)(c)
Total Assets	$	201,383,017		$	20,000,000		$	221,383,017
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	754		$	—		$	754
Accrued offering costs		80,582			—			80,582
Total Current Liabilities		81,336			—			81,336
Deferred underwriting fees		7,000,000			700,000	(d)		7,700,000
Total Liabilities		7,081,336			700,000			7,781,336
Commitments
Common stock subject to possible redemption, 18,930,168 and 20,860,168 shares, respectively, at redemption value		189,301,680			19,300,000	(f)		208,601,680
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding		—			—			—
Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; 1,669,832 and 1,779,832 shares, respectively, issued and outstanding (excluding 18, 930,168 and 20,860,168 shares, respectively, subject to possible redemption)		167			200	(a)		178
					4	(b)
					(193	)(f)
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 and 5,500,000 shares, respectively, issued and outstanding		575			(25	)(e)		550
Additional paid-in capital		5,001,267			19,999,800	(a)		5,001,281
					399,996	(b)
					(400,000	)(c)
					(700,000	)(d)
					25	(e)
					(19,299,807	)(f)
Accumulated deficit		(2,008	)		—			(2,008	)
Total Stockholders' Equity		5,000,001			—			5,000,001
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	201,383,017		$	20,000,000		$	221,383,017

See accompanying note to the pro forma balance sheet.

CHASERG TECHNOLOGY ACQUISITION CORP.

NOTE TO PRO FORMA BALANCE SHEET

(unaudited)

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of ChaSerg Technology Acquisition Corp. (the “Company”) as of October 10, 2018, adjusted for the partial closing of the underwriters’ over-allotment option and related transactions which occurred on October 25, 2018, as described below.

On October 25, 2018, the Company consummated the closing of the sale of 2,000,000 additional units (the “Units”) at a price of $10.00 per unit upon receiving notice of the underwriters’ election to partially exercise their over-allotment option (“Overallotment Units”), generating additional gross proceeds of $20,000,000 and incurred additional offering costs of $400,000 in underwriting fees. Each Unit consists of one share of the Company’s Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share. Simultaneously with the exercise of the over-allotment, the Company consummated the private placement of an additional 40,000 units (the “Placement Units”), of which 30,000 Placement Units were sold to ChaSerg Technology Sponsor LLC (the “Sponsor”) and 10,000 Placement Units were sold to the underwriters, generating aggregate gross proceeds of $400,000. Additional underwriting fees of $700,000 have been deferred until the completion of the Company’s initial business combination. As a result of the underwriters’ election to partially exercise their over-allotment option, 250,000 shares of Class B common stock issued to the Sponsor (the “Founder Shares’) were forfeited and 500,000 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 5,500,000 Founder Shares issued and outstanding. Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option are as follows:

	Pro forma entries:	Debit		Credit
a.	Cash held in Trust Account		20,000,000
	Class A Common stock				200
	Additional paid-in capital				19,999,800
	To record sale of 2,000,000 Overallotment Units at $10.00 per Unit.
b.	Cash held in Trust Account		400,000
	Class A Common stock				4
	Additional paid-in capital				399,996
	To record sale of 40,000 Placement Units at $10.00 per Private Unit.
c.	Additional paid-in capital		400,000
	Cash held in Trust Account				400,000
	To record payment of 2.0% of cash underwriting fee on over-allotment option.
d.	Additional paid-in capital		700,000
	Deferred underwriting fees				700,000
	To record the liability for deferred underwriting fees on over-allotment option.
e.	Class B Common stock		25
	Additional paid-in capital				25
	To record forfeiture of 250,000 Founder Shares.
f.	Class A Common stock		193
	Additional paid-in capital		19,299,807
	Common Stock Subject to Redemption				19,300,000
	To reclassify common stock out of permanent equity into mezzanine redeemable stock.

EX-99.2

Exhibit 99.2

ChaSerg Technology Acquisition Corp. Announces Closing of Underwriter’s Over-Allotment Option in Connection with its Initial Public Offering

New York, NY, Oct. 25, 2018 (GLOBE NEWSWIRE) -- ChaSerg Technology Acquisition Corp. (NASDAQ: CTACU) (the “Company”) announced today that it closed an additional 2,000,000 units pursuant to the underwriters’ over-allotment option in connection with its initial public offering at an offering price of $10.00 per unit, resulting in gross proceeds of $20,000,000 and bringing the total gross proceeds of the initial public offering to $220,000,000.

The Company’s units began trading on the NASDAQ Capital Market under the ticker symbol “CTACU” on October 5, 2018. Each unit consists of one share of the Company’s Class A common stock and one half of one warrant. Each whole warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at $11.50 per share. Only whole warrants will trade. Once the securities comprising the units begin separate trading, the common stock and warrants are expected to be listed on the NASDAQ Capital Market under the ticker symbols “CTAC” and “CTACW”, respectively.

The Company is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, but it intends to focus on companies in the technology industry.

Cantor Fitzgerald & Co. acted as sole book running manager in the offering. Chardan acted as lead manager. Ellenoff Grossman & Schole LLP acted as counsel to the Company and Graubard Miller acted as counsel to the underwriters.

Of the proceeds received from the consummation of the initial public offering (as well as the exercise of the over-allotment option) and a simultaneous private placement of units, $220,000,000 (or $10.00 per unit sold in the public offering) was placed in trust. An unaudited balance sheet of the Company as of October 25, 2018 reflecting receipt of the proceeds upon consummation of the initial public offering (as well as the exercise of the over-allotment option) and the private placements will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission (the “SEC”).

A registration statement relating to these securities has been filed with, and declared effective by, the SEC on October 4, 2018. 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated. 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 offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. 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

Lloyd Carney

ChaSerg Technology Acquisition Corp.

(619) 736-6855

EX-99.3

Exhibit 99.3

ChaSerg Technology Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing October 30, 2018

NEW YORK, NY, Oct. 26, 2018 (GLOBE NEWSWIRE) -- ChaSerg Technology Acquisition Corp. (the “Company” or “CTAC”) announced that, commencing October 30, 2018, holders of the units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s Class A common stock (“Class A Common Stock”) and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Class A common stock and warrants that are separated will trade on the NASDAQ Capital Market under the symbols “CTAC” and “CTACW,” respectively. Those units not separated will continue to trade on the NASDAQ Capital Market under the symbol “CTACU.”

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 ChaSerg Technology Acquisition Corp.

ChaSerg Technology Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, but it intends to focus on companies in the technology industry.

Forward-Looking Statements

This press release may include, and oral statements made from time to time by representatives of CTAC 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: 

Lloyd Carney
ChaSerg Technology Acquisition Corp.
(619) 736-6855