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):
March 12, 2021
PRIMAVERA CAPITAL ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-39915 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
41/F Gloucester Tower, 15 Queen’s Road Central Hong Kong |
||
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s telephone number, including area code: +852 3767 5100 |
| 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 | ||
| Class A ordinary shares, par value $0.0001 per share | PV | The New York Stock Exchange | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | PV WS | The New York Stock Exchange | ||
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | PV.U | The New York Stock Exchange |
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.
On March 12, 2021, Primavera Capital Acquisition Corporation (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and warrants included in the Units commencing on March 15, 2021. Each Unit consists of one Class A ordinary share and one-half of one warrant to purchase one Class A ordinary share. Any Units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “PV.U”. Any underlying shares of Class A ordinary shares and warrants that are separated will trade on NYSE under the symbols “PV” and “PV WS,” respectively. 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 holders’ Units into Class A ordinary shares and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated March 12, 2021. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 12, 2021
| PRIMAVERA CAPITAL ACQUISITION CORPORATION | ||
| By: | /s/ Tong Chen | |
| Tong Chen | ||
| Chief Executive Officer | ||
Exhibit 99.1
Primavera Capital Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 15, 2021
Hong Kong – March 12, 2021 – Primavera Capital Acquisition Corporation (the “Company”) announced today that, commencing March 15, 2021, holders of the units sold in the Company’s initial public offering of 41,400,000 units, completed on January 26, 2021, may elect to separately trade the shares of Class A ordinary shares and warrants included in the units. Those units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “PV.U,” and the shares of Class A ordinary shares and warrants that are separated will trade on the NYSE under the symbols “PV” and “PV WS,” respectively. 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 Class A ordinary shares and warrants.
The offering was made only by means of a prospectus, copies of which may be obtained from Credit Suisse Securities (USA) LLC at Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560, by telephone at (800) 221-1037 or by e-mail at usa.prospectus@credit-suisse.com and Citigroup Global Markets Inc. at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at (800) 831-9146.
Credit Suisse and Citigroup are acting as the joint book-running managers of the offering. A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 21, 2021. 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.
About Primavera Capital Acquisition Corporation
Primavera Capital Acquisition Corporation is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although the Company is not limited to, and may pursue targets in, any industry or geography, the Company intends to focus on global consumer companies with a significant China presence or a compelling China potential.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. 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. 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 preliminary prospectus for the Company’s offering filed with the SEC. Copies of these documents 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.
Investor Contact
For inquiries please contact Alex Ge:
Telephone: +852 3767 5068
Email: chengyuan.ge@primavera-capital.com