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 10, 2020 (December 10, 2020)
ACIES ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39652 | N/A |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1219 Morningside Drive, Suite 110
Manhattan Beach, CA 90266
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (310) 545-9265
N/A
(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)) |
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 Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | ACACU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares included as part of the units | ACAC | The Nasdaq Stock Market LLC | ||
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ACACW | 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 þ
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.
Separate Trading of Units, Class A Ordinary Shares and Warrants
As previously reported on Current Reports on Form 8-K, filed on October 27, 2020, November 2, 2020 and November 11, 2020, Acies Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of an aggregate of 21,525,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $215,250,000.
On December 10, 2020, 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 the Units may elect to separately trade the Class A Ordinary Shares and Warrants comprising the Units commencing on December 11, 2020. Those Units not separated will continue to trade on The Nasdaq Capital Market under the symbol “ACACU,” and the Class A Ordinary Shares and Warrants that are separated will trade on The Nasdaq Capital Market under the symbols “ACAC” and “ACACW,” 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 Ordinary Shares and Warrants.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibit is filed with this Form 8-K: |
|
Exhibit |
Description of Exhibits | |
| 99.1 | Press Release dated December 10, 2020. |
SIGNATURE
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.
| ACIES ACQUISITION CORP. | ||
| By: | /s/ Edward King | |
| Name: Edward King | ||
| Title: Co-Chief Executive Officer | ||
| Dated: December 10, 2020 | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Acies Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants
Manhattan Beach, CA, December 10, 2020 /BUSINESS WIRE/ —Acies Acquisition Corp. (NASDAQ: ACACU, the “Company”) announced today that, commencing December 11, 2020, holders of the 21,525,000 units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units. Class A ordinary shares and warrants that are separated will trade on The Nasdaq Capital Market under the symbols “ACAC” and “ACACW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on The Nasdaq Capital Market under the symbol “ACACU.” 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.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on October 22, 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 an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Acies Acquisition Corp.
The Company is a newly organized blank check company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company has not selected any potential business combination target, it is focused on identifying a business combination target within the live, location-based and mobile experiential entertainment industries. Specific sectors that the Company will target span live events, family entertainment, casino gaming, destination hospitality, sports, sports betting and iGaming, and social and casual mobile games. The Company plans on pursuing both consumer-facing operators as well as the business-to-business platforms that support them. While predominantly focused on the U.S., the Company’s search may expand to international markets.
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 are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. 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
Doug Donsky, ICR Inc.
P: (646) 677-1844
Email: AciesPR@icrinc.com