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): January 29, 2021
CBRE ACQUISITION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39798 | 85-3448396 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 2100 McKinney Avenue Suite 1250 Dallas, Texas |
75201 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(214) 979-6100
Registrant’s Telephone Number, Including Area Code
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| SAILSM (Stakeholder Aligned Initial Listing) securities, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fourth of one redeemable warrant | CBAH.U | New York Stock Exchange | ||
| Class A Common Stock included as part of the SAILSM securities | CBAH | New York Stock Exchange | ||
| Warrants included as part of the SAILSM securities, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.00 | CBAH WS | 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. ☐
This Current Report on Form 8-K is filed by CBRE Acquisition Holdings, Inc., a Delaware corporation (the “Company”), in connection with the matters described herein.
Item 8.01 Other Events.
On January 29, 2021 the Company announced that the holders of the Company’s SAILSM securities (the “SAILSM securities”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), and warrants included in the SAILSM securities commencing on February 1, 2021. Each SAILSM security consists of one share of our Class A common stock and one-fourth of one warrant to purchase one share of Class A common stock. Any SAILSM securities not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “CBAH.U,” and any underlying shares of Class A common stock and warrants that are separated will trade on NYSE under the symbols “CBAH” and “CBAH WS,” respectively. No fractional warrants will be issued upon separation of the SAILSM securities and only whole warrants will trade. Holders of SAILSM securities will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ SAILSM securities into shares of 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 SAILSM securities is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibits
| 99.1 | Press Release, dated January 29, 2021 |
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.
| Date: January 29, 2021 | CBRE ACQUISITION HOLDINGS, INC. | |||||||
| By: | /s/ CASH J. SMITH | |||||||
| Name: | Cash J. Smith | |||||||
| Title: | Chief Financial Officer | |||||||
Exhibit 99.1
CBRE Acquisition Holdings, Inc. Announces Separate Trading of its Shares of Class A Common Stock and Warrants, Commencing February 1, 2021
DALLAS, January 29, 2021 CBRE Acquisition Holdings, Inc. (NYSE: CBAH.U) today announced that, commencing February 1, 2021, holders of its SAIL (Stakeholder Aligned Initial Listing) securities sold in its initial public offering of 40,250,000 SAIL securities may elect to separately trade the shares of Class A common stock and warrants included in the SAIL securities.
The SAIL securities not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “CBAH.U.” The shares of Class A common stock and warrants that are separated will trade on NYSE under the symbols “CBAH” and “CBAH WS,” respectively.
Holders of SAIL securities will need to have their brokers contact Continental Stock Transfer & Trust Company, the company’s transfer agent, to separate the SAIL securities into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
CBRE Acquisition Holdings, Inc. is a newly organized blank-check company formed by CBRE Acquisition Sponsor, LLC, a subsidiary of CBRE Group, Inc., for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. CBRE Group, Inc. is a global commercial real estate services and investment firm.
This press release will not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor will 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.
The offering of these securities was made only by means of a prospectus. Copies of the prospectus may be obtained for free by visiting EDGAR on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov. Alternatively, copies of the prospectus may be obtained from Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.
Cautionary Note Concerning Forward-Looking Statements
This press release 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. All 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,” “estimate,” “expect,” “intend” 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 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 on Form S-1 and prospectus relating to the company’s 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.
For more information, please contact:
Cash Smith
CBRE Acquisition Holdings, Inc.
Cash.Smith@cbre.com
Steven Iaco
CBRE Corporate Communications
Steven.Iaco@cbre.com
Kristyn Farahmand
CBRE Investor Relations
Kristyn.Farahmand@cbre.com
Source: CBRE Acquisition Holdings, Inc.