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EX-99.1 - EXHIBIT 99.1 - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP.tm2029024d1_ex99-1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 21, 2020 (August 21, 2020)

 

Capstar Special Purpose Acquisition Corp.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-39362   84-4730610
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

405 West 14th Street, Austin, TX 78701

(Address of Principal Executive Offices) (Zip Code)

 

(512) 340-7800

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered or to be 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 share of Class A Common Stock and one-half of one Warrant CPSR.U The New York Stock Exchange
     
Class A Common Stock, par value $0.0001 per share CPSR The New York Stock Exchange
     
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 CPSR WS The New York Stock Exchange

 

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 x

 

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 8.01. Other Events.

 

On August 21, 2020, Capstar Special Purpose Acquisition Corp. (the “Company”) announced that, commencing on August 24, 2020, the holders of the Company’s units issued in the Company’s initial public offering (the “Units”) may elect to separately trade the securities included in the Units. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and one-half of one redeemable warrant (“Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “CPSR.U”. The Class A Common Stock and the Warrants are expected to trade on the NYSE under the symbols “CPSR” and “CPSR WS”, respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Common Stock and Warrants.

 

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)            Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated August 21, 2020

 

 

 

 

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.

 

  CAPSTAR SPECIAL PURPOSE ACQUISITION CORP.
   
Date: August 21, 2020 /s/ R. Steven Hicks
  Name: R. Steven Hicks
  Title: Chairman, Chief Executive Officer and Chief Financial Officer