UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 2023 (
(Exact name of registrant as specified in its charter)
Commission File Number
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Trading |
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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. ☐
| * | NCR Atleos, LLC is expected to convert into a corporation and be renamed NCR Atleos Corporation. |
| Item 8.01. | Other Events. |
On September 22, 2023, in connection with the previously announced separation of NCR Atleos, LLC (“Atleos”), NCR Corporation (“NCR”) announced in a press release (the “Press Release”) that its board of directors has authorized a pro rata distribution (the “distribution”) to NCR common stockholders of one (1) share of Atleos common stock for every two (2) shares of NCR common stock held as of 5:00 p.m. local New York City time on October 2, 2023, the record date for the distribution. The distribution is expected to be effective as of 5:00 p.m. local New York City time on October 16, 2023. Atleos will be converted to a Maryland corporation and renamed “NCR Atleos Corporation” prior to distribution. Upon completion of, and subject to, the distribution, NCR will be renamed “NCR Voyix Corporation.” Completion of the distribution is conditioned upon the satisfaction or waiver of certain conditions as set forth in the registration statement on Form 10, initially filed by Atleos with the U.S. Securities and Exchange Commission on June 26, 2023 and as further amended thereafter and declared effective August 11, 2023 and in the related information statement, dated August 14, 2023, including, among other things, that debt financing shall be available on terms acceptable to NCR and Atleos shall have completed the debt financing transactions necessary to complete the distribution and the applicable proceeds of such debt financing shall have been distributed or otherwise paid to NCR.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. References to Internet websites and social media sites in the Press Release are provided for convenience only. Information available through those websites and social media sites is not incorporated by reference into this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release, dated September 22, 2023 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
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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.
| NCR Atleos, LLC | ||
| By: | /s/ Timothy C. Oliver | |
| Timothy C. Oliver | ||
| President, Treasurer and Secretary | ||
Date: September 25, 2023
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