UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 27, 2020 (October 22, 2020)

 

ACIES ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-39652		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1219 Morningside Drive, Suite 110 Manhattan Beach, CA		90266
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (310) 545-9265

 

N/A

(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))

 

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 Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant		ACACU		The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units		ACAC		The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		ACACW		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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 1.01 Entry into a Material Definitive Agreement.

 

On October 27, 2020, Acies Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 20,000,000 units (“Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares”) and one-third of one redeemable warrant (“Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Pursuant to the Underwriting Agreement described below, the Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any.

 

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. 333-249297) relating to the IPO, initially filed with the U.S. Securities and Exchange Commission on October 5, 2020 and amended thereafter (as amended, the “Registration Statement”):

 

●

an Underwriting Agreement, dated October 22, 2020, between the Company and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Oppenheimer & Co. Inc., as representatives of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference;

 

●

a Warrant Agreement, dated October 22, 2020, 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;

 

●

an Investment Management Trust Agreement, dated October 22, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference;

 

●

a Registration Rights Agreement, dated October 22, 2020, between the Company and Acies Acquisition LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference;

 

●

a Private Placement Warrants Purchase Agreement, dated October 22, 2020, between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference; and

 

●

a Letter Agreement, dated October 22, 2020, among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference (the “Letter Agreement”).

 

Item 3.02 Unregistered Sales of Equity Securities.

 

Simultaneously with the closing of the IPO and the issuance of the Units, the Company completed the private sale of an aggregate of 4,333,333 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $6,500,000 (the “Private Placement”). The Private Placement Warrants are identical to the Public Warrants sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The offer and sale of the Private Placement Warrants were made pursuant to the exemption from registration provided for 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 Arrangement of Certain Officers.

 

On October 22, 2020, in connection with the IPO, Zach Leonsis, Brisa Trinchero, Andrew Zobler and Sam Kennedy (the “New Directors” and, together with James Murren, the “Directors”) were appointed to the board of directors of the Company (the “Board”). The New Directors are independent directors. Effective October 22, 2020, Mr. Leonsis, Mr. Zobler and Ms. Trinchero were appointed to the Board’s Audit Committee, with Mr. Leonsis serving as chair of that committee. Effective October 22, 2020, Mr. Zobler, Ms. Trinchero and Mr. Kennedy were appointed as members of the Board’s Nominating Committee, with Mr. Zobler serving as chair of that committee. Effective October 22, 2020, Ms. Trinchero, Mr. Leonsis and Mr. Kennedy were appointed as members of the Board’s Compensation Committee, with Ms. Trinchero serving as chair of that committee.

 

As a result of the appointment of the New Directors, the Board consists of the following directors, separated into the following three classes: Class I, consisting of Mr. Zobler, whose term of office will expire at the Company’s 2021 annual general meeting; Class II, consisting of Ms. Trinchero and Mr. Kennedy, whose terms of office will expire at the Company’s 2022 annual general meeting; and Class III, consisting of Mr. Murren and Mr. Leonsis, whose terms of office will expire at the Company’s 2023 annual general meeting.

 

On October 22, 2020, in connection with their appointments to the Board, each director entered into the Letter Agreement, as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.4 to the Registration Statement. Other than the foregoing, none of the Directors are 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, other than as described in the Registration Statement.

 

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement.

 

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

 

On October 22, 2020, the Company adopted its Amended and Restated Memorandum and Articles of Association. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 8.01 Other Events.

 

A total of $200,000,000 from the IPO and the Private Placement was placed in a U.S.-based trust account initially maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses, if any), the Company’s Amended and Restated Memorandum and Articles of Association, as discussed below and subject to the requirements of law and regulation, provides that the proceeds held in the trust account will not be released from the trust account (1) to the Company, until the completion of the Company’s initial business combination, or (2) to the Company’s public shareholders, until the earliest of (a) the completion of the Company’s initial business combination, and then only in connection with those Class A Ordinary Shares that such shareholders have properly elected to redeem, subject to the limitations described therein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to provide holders of Class A Ordinary Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months from the closing of the IPO, or 27 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the IPO, or (B) with respect to any other provision relating to the rights of holders of Class A Ordinary Shares, and (c) the redemption of the Company’s public shares if the Company has not consummated its business combination within 24 months from the closing of the IPO, or 27 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the IPO, subject to applicable law.

 

On October 22, 2020, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

On October 27, 2020, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)	Exhibits.
1.1	Underwriting Agreement, dated October 22, 2020, between the Company and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Oppenheimer & Co. Inc., as representatives of the underwriters.
3.1	Amended and Restated Memorandum and Articles of Association.
4.1	Warrant Agreement, dated October 22, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1	Investment Management Trust Agreement, dated October 22, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.2	Registration Rights Agreement, dated October 22, 2020, between the Company and Acies Acquisition LLC.
10.3	Private Placement Warrants Purchase Agreement, dated October 22, 2020, between the Company and Acies Acquisition LLC.
10.4	Letter Agreement, dated October 22, 2020, among the Company, Acies Acquisition LLC and each of the officers and directors of the Company.
99.1	Press Release, dated October 22, 2020.
99.2	Press Release, dated October 27, 2020.

 

 

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.

 

	ACIES ACQUISITION CORP.
Dated: October 27, 2020	By:	/s/ Daniel Fetters
	Name:	Daniel Fetters
	Title:	Co-Chief Executive Officer