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): January 29, 2020

 

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)

 

Registrant’s telephone number, including area code:   (212) 486-8100

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
Units, each consisting of one ordinary share, one right, and one redeemable warrant   HCCHU   The Nasdaq Stock Market LLC
Ordinary Shares, no par value   HCCH   The Nasdaq Stock Market LLC
Rights, each to receive one-tenth (1/10) of one ordinary share   HCCHR   The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one ordinary share at an exercise price of $11.50 per share   HCCHW   The Nasdaq Stock Market LLC

 

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 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information included in Item 3.02 is incorporated by reference in this item to the extent required herein.

 

Item 3.02Unregistered Sales of Equity Securities.

 

On January 29, 2020, Jeffrey Schwarz, the Chief Executive Officer of HL Acquisitions Corp. (the “Company”), made a $175,000 loan to the Company which was evidenced by two promissory notes in an aggregate principal amount of $175,000 (the “Notes”). The Notes are non-interest bearing and payable upon the consummation by the Company of a merger, share exchange, asset acquisition, or other similar business combination, with one or more businesses or entities (a “Business Combination”). Upon consummation of a Business Combination, approximately $18,000 of the principal balance of the Notes may be converted, at the holder’s option, into warrants of the Company at a price of $1.00 per warrant, with the balance of the Notes being payable in cash. The terms of the warrants will be identical to the warrants issued by the Company in its initial public offering, except the warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial holder or its permitted transferees. If a Business Combination is not consummated, the Notes will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the initial public offering (the “Trust Account”). The issuance of the Notes was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

 

Item 8.01Other Events.

 

In connection with the previously announced approval by the Company’s shareholders of an amendment to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a Business Combination (the “Extension”), on January 30, 2020, the Company deposited $0.03 for each public share that was not converted in connection with the Extension, or an aggregate of approximately $156,720, into the Trust Account for the second 30-day Extension period.

 

1

 

 

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: January 31, 2020 HL ACQUISITIONS CORP.
     
  By: /s/ Jeffrey E. Schwarz
    Jeffrey E. Schwarz
    Chief Executive Officer