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EX-99.2 - PRESS RELEASE ANNOUNCING CONSUMMATION OF IPO - HL Acquisitions Corp.f8k070218bex99-2_hlacqui.htm
EX-99.1 - AUDITED BALANCE SHEET - HL Acquisitions Corp.f8k070218bex99-1_hlacqui.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): July 2, 2018

  

HL ACQUISITIONS CORP.

(Exact Name of Registrant as Specified in Charter)

  

British Virgin Islands   001-38563   N/A
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

499 Park Avenue, 12th Floor

New York, NY 10022

(Address of Principal Executive Offices) (Zip Code)

 

(212) 486-8100

(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 (see General Instruction A.2. below):

 

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 3.02.  Unregistered Sales of Equity Securities.

 

The information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02.

 

Item 8.01. Other Events.

 

On July 2, 2018, HL Acquisitions Corp. (the “Company”) consummated the initial public offering (“IPO”) of 5,500,000 of its units (“Units”), including 500,000 Units subject to the underwriters’ over-allotment option. Each Unit consists of one of the Company’s ordinary shares, no par value (“Ordinary Shares”), one right to receive one-tenth (1/10) of an Ordinary Share upon the consummation of an initial business combination (the “Rights”) and one warrant (the “Warrants”), with each warrant entitling the holder to purchase one Ordinary Share at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $55,000,000.

 

At the consummation of the IPO, the underwriters in the offering informed the Company that they would not be exercising the remaining portion of the over-allotment option. As a result, an aggregate of 62,500 ordinary shares were forfeited by the Company’s initial shareholders.

 

Simultaneously with the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of 2,375,000 Warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $2,375,000. The Private Placement Warrants were purchased by certain of the initial shareholders of the Company. The Private Placement Warrants are identical to the Warrants included in the Units sold in the IPO, except that the Private Placement Warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The initial shareholders have agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until the completion of the Company’s initial business combination.

 

An audited balance sheet as of July 2, 2018 reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release issued by the Company announcing the consummation of the IPO and Private Placement is included as Exhibit 99.2 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statement and Exhibits.

 

(d)       Exhibits:

  

  Exhibit   Description
       
  99.1   Audited Balance Sheet.
       
  99.2   Press Release Announcing Consummation of IPO.

  

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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.

 

Dated: July 9, 2018

 

  HL ACQUISITIONS CORP.
     
  By: /s/ Jeffrey E. Schwarz
    Name:  Jeffrey E. Schwarz
    Title: Chief Financial Officer

 

 

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