UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 21, 2020 (August 21, 2020)
Capstar Special Purpose Acquisition Corp.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39362 | 84-4730610 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
405 West 14th Street, Austin, TX 78701
(Address of Principal Executive Offices) (Zip Code)
(512) 340-7800
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered or to be 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 Warrant | CPSR.U | The New York Stock Exchange |
| Class A Common Stock, par value $0.0001 per share | CPSR | The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | CPSR WS | The New York Stock Exchange |
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 x
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.
On August 21, 2020, Capstar Special Purpose Acquisition Corp. (the “Company”) announced that, commencing on August 24, 2020, the holders of the Company’s units issued in the Company’s initial public offering (the “Units”) may elect to separately trade the securities included in the Units. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and one-half of one redeemable warrant (“Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. 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 New York Stock Exchange (the “NYSE”) under the symbol “CPSR.U”. The Class A Common Stock and the Warrants are expected to trade on the NYSE under the symbols “CPSR” and “CPSR 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 the Units into Class A Common Stock and Warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 21, 2020 |
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.
| CAPSTAR SPECIAL PURPOSE ACQUISITION CORP. | |
| Date: August 21, 2020 | /s/ R. Steven Hicks |
| Name: R. Steven Hicks | |
| Title: Chairman, Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
Capstar Special Purpose Acquisition Corp. Announces that Class A Common Stock and Warrants to Commence Separate Trading on or about August 24, 2020
AUSTIN, Texas, August 21, 2020 — Capstar Special Purpose Acquisition Corp. (the “Company”) (NYSE:CPSR.U) today announced that holders of the Company’s units may elect to separately trade the Class A common stock and warrants included in its units commencing on or about August 24, 2020.
The Class A common stock and warrants will trade on the New York Stock Exchange (the “NYSE”) under the symbols CPSR and CPSR WS, respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Units not separated will continue to trade on the NYSE under the symbol CPSR.U.
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 Class A common stock and warrants.
A registration statement relating to the units and the underlying securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 2020.
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 offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A copy of the final prospectus relating to the initial public offering may be obtained for free by visiting the SEC website at http://www.sec.gov. Alternatively, a copy of the prospectus related to the initial public offering may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (800) 831-9146; UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, telephone: (888) 827-7275 or email: ol-prospectusrequest@ubs.com; or BTIG, LLC, 65 East 55th Street, New York, NY 10022, email: equitycapitalmarkets@btig.com.
About the Company
Capstar Special Purpose Acquisition Corp. is a newly organized blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Although the Company is not limited to a particular industry or geographic region for purposes of consummating a business combination, the Company intends to focus on businesses in the consumer, healthcare and technology, media and telecommunications industries.
Capstar Partners, LLC's affiliates and certain private funds managed by Pacific Investment Management Company LLC (PIMCO) are members of the Company’s sponsor.
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this press release, including, without limitation, regarding the Company’s business strategy, are forward-looking statements. Words such as “expect” and “intend” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the risk factors section of the Company’s final prospectus for its initial public offering and its subsequent filings with the SEC. The Company’s securities filings can be accessed on the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Contact:
Capstar Special Purpose Acquisition Corp.
512.340.7800
info@capstarspac.com
www.capstarspac.com