Attached files

file filename
EX-99.1 - Big Cypress Acquisition Corp.ex99-1.htm
EX-10.6 - Big Cypress Acquisition Corp.ex10-6.htm
EX-10.5 - Big Cypress Acquisition Corp.ex10-5.htm
EX-10.4 - Big Cypress Acquisition Corp.ex10-4.htm
EX-10.3 - Big Cypress Acquisition Corp.ex10-3.htm
EX-10.2 - Big Cypress Acquisition Corp.ex10-2.htm
EX-10.1 - Big Cypress Acquisition Corp.ex10-1.htm
EX-4.1 - Big Cypress Acquisition Corp.ex4-1.htm
EX-3.1 - Big Cypress Acquisition Corp.ex3-1.htm
EX-1.1 - Big Cypress Acquisition Corp.ex1-1.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): January 11, 2021

 

Big Cypress Acquisition Corp.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-39871   85-3899721
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

300 W. 41st Street, Suite 202
Miami Beach, FL 33140
(Address of Principal Executive Offices) (Zip Code)

 

(305) 204-3338

(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))

 

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 Common Stock and one half redeemable warrant   BCYPU   The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share   BCYP   The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50   BCYPW   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 [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 January 11, 2021, the Registration Statement on Form S-1 (SEC File No. 333-251178) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of units of Big Cypress Acquisition Corp. (the “Company”) was declared effective by the Securities and Exchange Commission (“SEC”).

 

On January 11, 2021, the Company entered into various agreements filed as exhibits to the Registration Statement. The Company also filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware on January 11, 2021. The material terms of such agreements and the amended and restated certificate of incorporation are fully described in the Company’s final prospectus, dated January 11, 2021 as filed with the SEC on January 12, 2021. This Current Report on Form 8-K is being filed to file such executed agreements and amended and restated certificate of incorporation.

 

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

 

The information set forth in Item 1.01 is hereby incorporated by reference.

 

Item 8.01. Other Events.

 

On January 11, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
     
1.1   Underwriting Agreement dated January 11, 2021 between the Company and Ladenburg Thalmann & Co. Inc., as representatives of the underwriters.
     
3.1   Amended and Restated Certificate of Incorporation.
     
4.1   Warrant Agreement dated January 11, 2021 between Continental Stock Transfer & Trust Company and the Company.
     
10.1   Investment Management Trust Agreement dated January 11, 2021 between Continental Stock Transfer & Trust Company and the Company.
     
10.2   Registration Rights Agreement dated January 11, 2021 between the Company and certain security holders.
     
10.3   Administrative Services Agreement dated January 11, 2021 between the Company and Big Cypress Holdings LLC.
     
10.4   Form of Indemnification Agreement.
     
10.5   Placement Unit Subscription Agreement dated January 11, 2021 between the Company and Big Cypress Holdings LLC.
     
10.6   Letter Agreement dated January 11, 2021 by and among the Company, its officers, its directors and Big Cypress Holdings LLC.
     
99.1   Press Release.

 

   
 

 

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 12, 2021

 

  BIG CYPRESS ACQUISITION CORP.
     
  By: /s/ Samuel J. Reich
  Name: Samuel J. Reich
  Title: Chief Executive Officer and Chief Financial Officer