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EX-99.2 - EX-99.2 - Burgundy Technology Acquisition Corp | d63345dex992.htm |
EX-99.1 - EX-99.1 - Burgundy Technology Acquisition Corp | d63345dex991.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): September 21, 2020 (September 18, 2020)
Burgundy Technology Acquisition Corporation
(Exact name of registrant as specified in its charter)
Cayman Islands | 001-39474 | N/A | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
PO Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands |
N/A (Zip | |||
(Address of principal executive offices) | Code) |
(345) 945-7099
(Registrants 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 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)) |
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 share of Class A Common Stock and one-half of one Redeemable Warrant |
BTAQU | The NASDAQ Stock Market LLC | ||
Class A Ordinary Shares, par value $0.0001 per share |
BTAQ | The NASDAQ Stock Market LLC | ||
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share |
BTAQW | 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 8.01. | Other Events. |
As previously reported on a Current Report on Form 8-K of Burgundy Technology Acquisition Corporation (the Company), on August 31, 2020, the Company consummated its initial public offering (the IPO) of 30,000,000 units (Units). Each Unit consists of one ordinary share, par value $0.0001 per share (Ordinary Shares), and one-half of one warrant (Warrant), each whole Warrant exercisable to purchase one Ordinary Share at an exercise price of $11.50 per share, pursuant to the Companys registration statement on Form S-1 (File No. 333-240243). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000. The Company granted the underwriters in the IPO (the Underwriters) a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments, if any. The Underwriters exercised the over-allotment option in full and on September 18, 2020 purchased an additional 4,500,000 Units (the Over-Allotment Units), generating gross proceeds of $45,000,000.
As previously reported on a Current Report on Form 8-K of the Company, simultaneously with the closing of the IPO, the Company completed a private placement (the Private Placement) of an aggregate of 950,000 units (the Private Placement Units) at a price of $10.00 per Private Placement Unit to Burgundy Technology Sponsor Limited (the Sponsor), generating total gross proceeds of $9,500,000, pursuant to the Private Placement Units Purchase Agreement, dated August 26, 2020 (the Private Placement Purchase Agreement), by and between the Company and the Sponsor. The Private Placement Purchase Agreement provided for a second closing (the Second Closing) of the Private Placement simultaneously with the closing of the Over-Allotment Units. Accordingly, on September 18, 2020, the Second Closing of the Private Placement was consummated, resulting in the purchase of an aggregate of an additional 112,500 Private Placement Units by the Sponsor, generating gross proceeds to the Company of $1,125,000.
A total of $346,725,000, comprised of $294,000,000 of the proceeds from the IPO (which amount includes $10,500,000 of the Underwriters deferred discount), $44,100,000 of the proceeds from the sale of the Over-Allotment Units (which amount includes $1,575,000 of the Underwriters deferred discount) and $8,625,000 of the proceeds of the sale of the Private Placement Units, was deposited in a trust account established for the benefit of the Companys public shareholders.
An audited balance sheet as of August 31, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on September 4, 2020. The Companys unaudited pro forma balance sheet as of September 18, 2020, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the Private Placement consummated on the same day is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On September 18, 2020, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the Underwriters exercise of the over-allotment option in full.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. |
Description | |
99.1 | Pro Forma Balance Sheet | |
99.2 | Press Release, dated September 18, 2020 |
2
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.
BURGUNDY TECHNOLOGY ACQUISITION CORPORATION | ||
By: |
/s/ Leo Apotheker | |
Name: Leo Apotheker | ||
Title: Co-Chief Executive Officer | ||
By: |
/s/ James Scott Mackey | |
Name: James Scott Mackey | ||
Title: Co-Chief Executive Officer |
Date: September 21, 2020 |