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EX-99.2 - EXHIBIT 99.2 - Global Eagle Entertainment Inc.v327811_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - Global Eagle Entertainment Inc.v327811_ex99-1.htm





Washington, D.C. 20549







Date of Report (Date of earliest event reported): November 8, 2012



(Exact name of registrant as specified in its charter)


Delaware 001-35176 27-4757800
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)

10900 Wilshire Blvd. Suite 1500, Los Angeles, California 90024

(Address of principal executive offices, including zip code)


Registrant’s telephone number, including area code: (310) 209-7280


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)


RSoliciting 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))






Item 7.01  Regulation FD Disclosure


Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation that will be used by Global Eagle Acquisition Corp. (the “Company”) in making presentations to certain existing and potential stockholders of the Company with respect to the Company’s proposed acquisition of Row 44, Inc., a Delaware corporation (“Row 44”), and approximately 86% of the issued and outstanding shares of Advanced Inflight Alliance AG, a German corporation (the “Business Combination”).


The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.


Item 8.01 Other Events


On November 8, 2012, the Company issued a press release announcing the execution of an Agreement and Plan of Merger and Reorganization and a Stock Purchase Agreement with respect to the Business Combination. The press release is attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by reference.


Additional Information About the Transaction and Where to Find It 


The Company intends to file with the Securities and Exchange Commission (“SEC”) a preliminary proxy statement of the Company in connection with the Business Combination and will mail a definitive proxy statement and other relevant documents to its stockholders.  The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and definitive proxy statement in connection with the Company’s solicitation of proxies for its stockholders’ meeting to be held to approve the Business Combination because the proxy statement will contain important information about AIA, Row 44, the Company and the Business Combination. The definitive proxy statement will be mailed to stockholders of the Company as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s internet site at or by directing a request to: Global Eagle Acquisition Corp., 10900 Wilshire Blvd., Suite 1500, Los Angeles, CA 90024.  Attn.: James A. Graf, Chief Financial Officer.


Participants in Solicitation


The Company and its directors and officers may be deemed participants in the solicitation of proxies to the Company’s stockholders with respect to the transaction. A list of the names of those directors and officers and a description of their interests in the Company is contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC, and will also be contained in the  proxy statement for the Business Combination when available.




Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


99.1*   Investor Presentation.
99.2*   Press Release, dated November 8, 2012.
*          Filed herewith.






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.


  Global Eagle Acquisition Corp.  
Dated:  November 8, 2012 By: /s/ James A. Graf  
    Name:  James A. Graf  
    Title:    Vice President  



[Signature Page to Form 8-K]






99.1*   Investor Presentation.
99.2*   Press Release, dated November 8, 2012.
*          Filed herewith.