Attached files
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| EX-99.1 - FINANCIAL STATEMENTS - Aerkomm Inc. | akom_ex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2017 (December 31, 2016)
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AERKOMM INC. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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333-192093 |
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46-3424568 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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44043 Fremont Blvd. Fremont, CA 94538 |
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(Address of principal executive offices) |
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(877) 742-3094 |
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(Registrant's telephone number, including area code) |
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Not Applicable |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
This Amendment No. 2 to the Form 8-K of Aerkomm Inc. (the “Company”) is being filed solely to correct scrivener’s errors in the Related Party Transactions table in Note 11 to the unaudited financial statements for the three-month periods ended December 31, 2016 and 2015 (the “Financial Statements”) of Aircom Pacific, Inc. (“Aircom”) The Financial Statements were filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2017, as Exhibit 99.1 to the Company’s Amendment No. 1 to the Form 8-K (“Amendment No. 1”) filed to amend the Company’s Form 8-K originally filed with the SEC on February 14, 2017 to report the consummation of the Company’s share exchange transaction with Aircom and its shareholders (the “Original Filing”).
The corrected Financial Statements are included in the Form 10-Q Disclosure filed as Exhibit 99.1 herewith.
Except as described above, no other changes have been made to the Original Filing, and this Form 8-K/A, Amendment No. 2 does not modify or update any other information in the Original Filing. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the Original Filing. Accordingly, this Form 8-K/A should be read in conjunction with our filings made with the SEC subsequent to the date of the Original Filing.
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Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired |
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Unaudited consolidated financial statements of Aircom for the three-month periods ended December 31, 2016 and 2015 are included herewith in Exhibit 99.1. The Original Filing contained the audited consolidated financial statements of Aircom for the years ended September 30, 2016 and 2015. The Company is filing the attached Financial Statements in accordance with paragraph 12220.1 of the Financial Reporting Manual, which covers situations involving reverse acquisitions where the due date or filing date of the Form 8-K, whichever is earlier, occurs after the end of the private company’s most recently completed annual or quarterly period, but before financial statements for that annual or quarterly period would be required to be presented in a Form 10. |
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(d) |
Exhibits |
The following exhibits are filed herewith:
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Exhibit No. |
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Description |
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2.1 |
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Agreement and Plan of Merger, dated September 26, 2013, between the Company and Maple Tree Kids LLC (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1 filed on November 5, 2013) |
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2.2 |
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Form of Share Exchange Agreement, dated February 13, 2017, among the Company, Aircom Pacific, Inc. and the shareholders of Aircom Pacific, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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3.1 |
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Articles of Incorporation of the Company, as amended to date (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 13, 2017) |
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3.2 |
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Bylaws of the Company, as amended to date (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed on November 5, 2013) |
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10.1 |
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Stock Purchase Agreement, dated as of December 28, 2016, by and among Irina Goldman, Aircom Pacific, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2016) |
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10.2 |
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Stock Purchase Agreement, dated May 15, 2015, Chi Kong Wu and Aircom Pacific, Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.3 |
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Digital Transmission Service Agreement, dated July 25, 2015, between Asia Satellite Telecommunications Company Limited and Aircom Pacific, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.4 |
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Statement of Work, dated January 15, 2015, between Aircom Pacific, Inc. and dMobile System Co. Ltd. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.5 |
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Development Agreement, dated February 10, 2015, between Aircom Pacific, Inc. and Priceplay.com, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.6 |
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First Amendment to Development Agreement, dated July 17, 2015, between Aircom Pacific, Inc. and Priceplay.com, Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.7 |
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Second Amendment to Development Agreement, dated August 18, 2015, between Aircom Pacific, Inc. and Priceplay.com, Inc. (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.8 |
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Purchase Agreement for Ground Station Equipment, dated as of October 15, 2014, between dMobile System Co., Ltd. and Aircom Pacific, Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.9 |
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Purchase Agreement for Ground Station Equipment, dated as of December 15, 2015, between Blue Topaz Consultants, Ltd. and Aircom Pacific, Inc. (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.10 |
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Purchase Agreement for Aircom Onboard Equipment, dated as of March 9, 2015, between LUXE Electric Co., Ltd. and Aircom Pacific, Inc. (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.11 |
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Standard Industrial/Commercial Multi-Tenant Lease, dated April 26, 2016, between Global Venture Development, LLC and Aircom Pacific, Inc. (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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14.1 |
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Code of Ethics of the Company (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed on March 14, 2014) |
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16.1 |
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Letter from ZBS Group LLP regarding change in certifying accountant (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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21.1 |
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Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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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.
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AERKOMM INC. |
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Date: May 15, 2017 |
By: |
/s/ Peter Chiou |
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Name: |
Peter Chiou |
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Title: |
Chief Executive Officer |
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(Principal Executive Officer) |
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By: |
/s/ Y. Tristan Kuo |
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Name: |
Y. Tristan Kuo |
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Title: |
Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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2.1 |
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Agreement and Plan of Merger, dated September 26, 2013, between the Company and Maple Tree Kids LLC (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1 filed on November 5, 2013) |
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2.2 |
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Form of Share Exchange Agreement, dated February 13, 2017, among the Company, Aircom Pacific, Inc. and the shareholders of Aircom Pacific, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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3.1 |
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Articles of Incorporation of the Company, as amended to date (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 13, 2017) |
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3.2 |
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Bylaws of the Company, as amended to date (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed on November 5, 2013) |
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10.1 |
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Stock Purchase Agreement, dated as of December 28, 2016, by and among Irina Goldman, Aircom Pacific, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2016) |
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10.2 |
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Stock Purchase Agreement, dated May 15, 2015, Chi Kong Wu and Aircom Pacific, Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.3 |
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Digital Transmission Service Agreement, dated July 25, 2015, between Asia Satellite Telecommunications Company Limited and Aircom Pacific, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.4 |
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Statement of Work, dated January 15, 2015, between Aircom Pacific, Inc. and dMobile System Co. Ltd. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.5 |
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Development Agreement, dated February 10, 2015, between Aircom Pacific, Inc. and Priceplay.com, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.6 |
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First Amendment to Development Agreement, dated July 17, 2015, between Aircom Pacific, Inc. and Priceplay.com, Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.7 |
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Second Amendment to Development Agreement, dated August 18, 2015, between Aircom Pacific, Inc. and Priceplay.com, Inc. (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.8 |
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Purchase Agreement for Ground Station Equipment, dated as of October 15, 2014, between dMobile System Co., Ltd. and Aircom Pacific, Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.9 |
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Purchase Agreement for Ground Station Equipment, dated as of December 15, 2015, between Blue Topaz Consultants, Ltd. and Aircom Pacific, Inc. (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.10 |
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Purchase Agreement for Aircom Onboard Equipment, dated as of March 9, 2015, between LUXE Electric Co., Ltd. and Aircom Pacific, Inc. (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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10.11 |
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Standard Industrial/Commercial Multi-Tenant Lease, dated April 26, 2016, between Global Venture Development, LLC and Aircom Pacific, Inc. (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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14.1 |
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Code of Ethics of the Company (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed on March 14, 2014) |
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16.1 |
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Letter from ZBS Group LLP regarding change in certifying accountant (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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21.1 |
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Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K filed on February 14, 2017) |
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