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EX-99.2 - EXHIBIT 99.2 - Trinity Merger Corp.s002277x1_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - Trinity Merger Corp.s002277x1_ex99-1.htm
EX-10.13 - EXHIBIT 10.13 - Trinity Merger Corp.s002277x1_ex10-13.htm
EX-10.12 - EXHIBIT 10.12 - Trinity Merger Corp.s002277x1_ex10-12.htm
EX-10.11 - EXHIBIT 10.11 - Trinity Merger Corp.s002277x1_ex10-11.htm
EX-10.10 - EXHIBIT 10.10 - Trinity Merger Corp.s002277x1_ex10-10.htm
EX-10.9 - EXHIBIT 10.9 - Trinity Merger Corp.s002277x1_ex10-9.htm
EX-10.8 - EXHIBIT 10.8 - Trinity Merger Corp.s002277x1_ex10-8.htm
EX-10.7 - EXHIBIT 10.7 - Trinity Merger Corp.s002277x1_ex10-7.htm
EX-10.6 - EXHIBIT 10.6 - Trinity Merger Corp.s002277x1_ex10-6.htm
EX-10.5 - EXHIBIT 10.5 - Trinity Merger Corp.s002277x1_ex10-5.htm
EX-10.4 - EXHIBIT 10.4 - Trinity Merger Corp.s002277x1_ex10-4.htm
EX-10.3 - EXHIBIT 10.3 - Trinity Merger Corp.s002277x1_ex10-3.htm
EX-10.2 - EXHIBIT 10.2 - Trinity Merger Corp.s002277x1_ex10-2.htm
EX-10.1 - EXHIBIT 10.1 - Trinity Merger Corp.s002277x1_ex10-1.htm
EX-4.1 - EXHIBIT 4.1 - Trinity Merger Corp.s002277x1_ex4-1.htm
EX-3.1 - EXHIBIT 3.1 - Trinity Merger Corp.s002277x1_ex3-1.htm
EX-1.1 - EXHIBIT 1.1 - Trinity Merger Corp.s002277x1_ex1-1.htm

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): May 14, 2018
 

 
TRINITY MERGER CORP.
(Exact name of registrant as specified in its charter)
 

 
Delaware
001-38488
82-4173386
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

55 Merchant Street, Suite 1500
Honolulu, HI 96813
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (808) 529-0909

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))

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.
 


Item 1.01. Entry into a Material Definitive Agreement.

On May 17, 2018, Trinity Merger Corp. (the “Company”) consummated its initial public offering (“IPO”) of 34,500,000 units (the “Units”), including the issuance of 4,500,000 Units as a result of the underwriter’s exercise of its over-allotment option in full.  Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one warrant of the Company (“Warrant”), with each Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $345,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-224244) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 11, 2018, as amended by Amendment No. 1 to the Registration Statement, filed with the Commission on April 26, 2018, Amendment No. 2 to the Registration Statement, filed with the Commission on May 7, 2018, and Amendment No. 3 to the Registration Statement, filed with the Commission on May 11, 2018 (as amended, the “Registration Statement”):

 
·
An Underwriting Agreement, dated May 14, 2018, by and between the Company and B. Riley FBR, Inc., as underwriter, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
     
 
·
A Warrant Agreement, dated May 14, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
     
 
·
A Letter Agreement, dated May 14, 2018, by and among the Company, each of its officers, directors and director nominees and the Company’s sponsor, HN Investors LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
     
 
·
An Investment Management Trust Agreement, dated May 14, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.
     
 
·
A Registration Rights Agreement, dated May 14, 2018, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
     
 
·
A Private Placement Warrants Purchase Agreement, dated May 14, 2018, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.
     
 
·
An Administrative Support Agreement, dated May 14, 2018, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
     
 
·
Indemnity Agreement, dated May 14, 2018, by and between the Company and Lee S. Neibart, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.
     
 
·
Indemnity Agreement, dated May 14, 2018, by and between the Company and Sean A. Hehir, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.
     
 
·
Indemnity Agreement, dated May 14, 2018, by and between the Company and Kevin Y. Hayashi, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference.
     
 
·
Indemnity Agreement, dated May 14, 2018, by and between the Company and Gregory S. Dickhens, a copy of which is attached as Exhibit 10.9 hereto and incorporated herein by reference.
     
 
·
Indemnity Agreement, dated May 14, 2018, by and between the Company and Ryan P. Donn, a copy of which is attached as Exhibit 10.10 hereto and incorporated herein by reference.
     
 
·
Indemnity Agreement, dated May 15, 2018, by and between the Company and Catherine Luke, a copy of which is attached as Exhibit 10.11 hereto and incorporated herein by reference.
     
 
·
Indemnity Agreement, dated May 15, 2018, by and between the Company and Richard F. Wacker, a copy of which is attached as Exhibit 10.12 hereto and incorporated herein by reference.
     
 
·
Indemnity Agreement, dated May 15, 2018, by and between the Company and Warren R. de Haan, a copy of which is attached as Exhibit 10.13 hereto and incorporated herein by reference.


Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 12,350,000 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $12,350,000.  The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. The Private Placement Warrants are also not redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the IPO, effective on May 15, 2018, Richard F. Wacker, Catherine Luke and Warren R. de Haan (collectively, the “Independent Directors”) were appointed to the board of directors of the Company (the “Board”). Also effective on May 15, 2018, each of the Independent Directors was also appointed to the Board’s Audit Committee and Compensation Committee, with Mr. Wacker serving as chair of both the Audit Committee and the Compensation Committee.

Following the appointment of the Independent Directors, the Board is comprised of the following three classes: the first class of directors, Class I, which consists of Warren R. de Haan, and has a term of office that will expire at the Company’s first annual meeting of stockholders; the second class of directors, Class II, which consists of Richard F. Wacker and Catherine Luke, and has a term of office that will expire at the Company’s second annual meeting of stockholders; and the third class of directors, Class III, which consists of Lee S. Neibart and Sean A. Hehir, and has a term of office that will expire at the Company’s third annual meeting of stockholders.

On May 14, 2018, each of the Independent Directors, as director nominees, entered into the Letter Agreement, pursuant to which the Independent Directors agreed to waive certain redemption rights and to vote any shares of common stock they may own in favor of the Company’s initial business combination.

On May 15, 2018, in connection with their appointments to the Board, each of the Independent Directors entered into indemnity agreements with the Company filed as Exhibits 10.6-10.13 hereto.

Other than the foregoing, none of the Independent Directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

The foregoing descriptions of the Letter Agreement and the indemnity agreements do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the indemnity agreements, copies of which are attached as Exhibits 10.1, 10.11, 10.12 and 10.13, respectively, hereto and are incorporated herein by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On May 14, 2018, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective the same day.  The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference.  A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.


Item 8.01. Other Events.

A total of $351,900,000, comprised of $339,550,000 of the proceeds from the IPO (which amount includes $15,525,000 of the underwriters’ deferred discount) and $12,350,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.  Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 18 months from the closing of the IPO or (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 18 months from the closing of the IPO, subject to applicable law.

On May 14, 2018, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 hereto.

On May 17, 2018, the Company issued a press release announcing the closing of the IPO and the exercise of the underwriters’ over-allotment option in full, a copy of which is attached as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
 
Description
 
Underwriting Agreement, dated May 14, 2018, by and among the Company and B. Riley FBR, Inc., as representative of the several underwriters.
 
Amended and Restated Certificate of Incorporation.
 
Warrant Agreement, dated May 14, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
 
Letter Agreement, dated May 14, 2018, by and among the Company, each of its officers, directors and director nominees and HN Investors LLC.
 
Investment Management Trust Agreement, dated May 14, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
 
Registration Rights Agreement, dated May 14, 2018, by and between the Company and HN Investors LLC.
 
Private Placement Warrants Purchase Agreement, dated May 14, 2018, by and between the Company and HN Investors LLC.
 
Administrative Support Agreement, dated May 14, 2018, by and between the Company and HN Investors LLC.
 
Indemnity Agreement, dated May 14, 2018, by and between the Company and Lee S. Neibart
 
Indemnity Agreement, dated May 14, 2018, by and between the Company and Sean A. Hehir
 
Indemnity Agreement, dated May 14, 2018, by and between the Company and Kevin Y. Hayashi
 
Indemnity Agreement, dated May 14, 2018, by and between the Company and Gregory S. Dickhens
 
Indemnity Agreement, dated May 14, 2018, by and between the Company and Ryan P. Donn
 
Indemnity Agreement, dated May 15, 2018, by and between the Company and Catherine Luke
 
Indemnity Agreement, dated May 15, 2018, by and between the Company and Richard F. Wacker
 
Indemnity Agreement, dated May 15, 2018, by and between the Company and Warren R. de Haan
 
Press Release, dated May 15, 2018.
 
Press Release, dated May 17, 2018.
 

SIGNATURE

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.

 
TRINITY MERGER CORP.
      
 
By:
/s/ Sean A. Hehir
   
Name:
Sean A. Hehir
   
Title:
President and Chief Executive Officer
       
Dated: May 17, 2018