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): March 24, 2020

LGL SYSTEMS ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39125	83-4599446
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

165 W. Liberty St., Suite 220

Reno, NV 89501

(Address of Principal Executive Offices)(Zip Code)

(775) 393-9113

Registrant's Telephone Number

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-2)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d(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. ☐

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 share of Class A common stock and one-half of one redeemable warrant	DFNS.U	The New York Stock Exchange
Class A Common Stock, $0.0001 par value per share	DFNS	The New York Stock Exchange
Redeemable warrants, exercisable for shares of Class A common stock	DFNS WS	The New York Stock Exchange

Item 8.01. Other Events

Separate Trading of Units, Class A Common Stock and Warrants

On March 24, 2020, LGL Systems Acquisition Corp. (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 units (the “Units”) may now elect to separately trade the shares of Class A Common Stock and Warrants comprising the Units. Those Units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “DFNS.U,” and the Class A Common Stock and Warrants that are separated will trade on the NYSE under the symbols “DFNS” and “DFNS WS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the 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 Class A Common Stock and Warrants. Attached as Exhibit 99.2 is a Broker DWAC request template that can be used by the broker to request the separation of the Units into Class A Common Stock and Warrants.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated March 24, 2020
99.2	Broker DWAC request template

1

SIGNATURES

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.

LGL SYSTEMS ACQUISITION CORP
By:	/s/ Marc Gabelli
Name:	Marc Gabelli
Title:	Chief Executive Officer

Dated: March 24, 2020

2

EX-99.1

Exhibit 99.1

  165 W. Liberty Street Ste. 220 Reno, NV 89501 t  775.393.9113  

LGL Systems Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commenced on March 13, 2020

Reno, Nevada, March 24, 2020 (GLOBE NEWSWIRE) -- LGL Systems Acquisition Corp. (NYSE: DFNS.U) (the “Company”) announced today that, as indicated in its Form 8-K filing on March 2, 2020, holders of the Company’s units (the “Units”) can now elect to separately trade the shares of Class A common stock (the “Common Stock”) and warrants (the “Warrants”) included in the Units.

The Common Stock and Warrants that are separated trade on the New York Stock Exchange (“NYSE”) under the symbols “DFNS” and “DFNS WS”, respectively. Units that are not separated will continue to trade on the NYSE under the “DFNS.U” ticker symbol. 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 Units into Common Stock and Warrants.

This press release shall not constitute an offer to sell or a 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.

About LGL Systems Acquisition Corp.

LGL Systems Acquisition Corp.’s (“LGL”) long term mission is to acquire a business that will serve as a platform to build a fully integrated provider of defense products and services defending the interests of the United States. LGL believes there is a significant growth opportunity in the United States defense landscape due to the continued emphasis on modernization as the United States and its Western European allied nations have underinvested in their respective militaries as the perceived threat diminished after the end of the Cold War.  C4ISR data processing, analytics, security and dissemination with a broad range of applications across the aerospace, defense and communication end markets will be a focus, and will seek to effectively employ our management team’s industry skills and experience as well as their extensive personal network to add substantial value. LGL is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to any particular industry or geographic region, although the Company initially intends to focus on target businesses in the aerospace, defense and communications industries with enterprise valuations in the range of $350 million to $1 billion.

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, including with respect to the initial public offering, the anticipated use of the proceeds thereof and the search for an initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements, including those set forth in the risk factors section of the prospectus used in connection with the Company’s initial public offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. 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, except as required by law.

Contact:

investors@dfns.ai

Marc Gabelli
Chief Executive Officer
(775) 393-9113

EX-99.2

Exhibit 99.2

DWAC REQUEST — DTC Participant #

Date:

Agent: Continental Stock Transfer

ATTN: Joel Kass

Email: jkass@continentalstock.com Fax: 212-616-7617

Phone: 212-845-3230

Please accept the three DWACs that will be initiating Security : SPAC ACQUISITION CORP

TYPE	CUSIP	DWAC	QUANTITY
UNIT		WITHDRAWAL
COMMON		DEPOSIT
WARRANT		DEPOSIT

Please contact NAME with any further questions.

Regards,