|TEV||223||TEV/EBIT||89||TTM 2019-09-30, in MM, except price, ratios|
|Item 8.01. Other Events.|
|Item 9.01 Financial Statements and Exhibits.|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 30, 2018 (October 25, 2018)
ChaSerg Technology Acquisition Corp.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction |
7660 Fay Avenue, Suite H, Unit 339
La Jolla, CA 92037
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (619) 736-6855
(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))|
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 ChaSerg Technology Acquisition Corp. (the “Company”), on October 10, 2018, the Company consummated its initial public offering (“IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one half of one warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock 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. The Company had granted the underwriters for the IPO (the “Underwriters”) a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (“Over-Allotment Units”). On October 25, 2018, the Underwriters exercised the option in part and purchased an aggregate of 2,000,000 Over-Allotment Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $20,000,000.
As previously reported on a Current Report on Form 8-K of the Company, on October 10, 2018, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 600,000 units (the “Private Placement Units”). 500,000 of the Private Placement Units were sold to ChaSerg Technology Sponsor LLC (the “Sponsor”) and 100,000 Private Placement Units were sold to the Underwriters at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,000,000. On October 25, 2018, in connection with the sale of Over-Allotment Units, the Company consummated a private sale of an additional 30,000 Private Placement Units to the Sponsor and 10,000 Private Placement Units to the Underwriters, generating gross proceeds of $400,000.
In addition, the 5,750,000 shares of Class B common stock of the Company (the “Founder Shares”) held by the Sponsor (prior to the exercise of the over-allotment) included an aggregate of up to 750,000 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full. Since the underwriters exercised the over-allotment option in part, the Sponsor forfeited 250,000 Founder Shares on October 25, 2018. The Founder Shares forfeited by the Sponsor were cancelled by the Company.
A total of $220,000,000, (or $10.00 per Unit) comprised of $213,600,000 of the proceeds from the IPO (including the Over-Allotment Units) and $6,400,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as of October 10, 2018 reflecting receipt of the net proceeds from the IPO and the Private Placement on October 10, 2018, but not the proceeds from the sale of the Over-Allotment Units nor the private placement on October 25, 2018, had been prepared by the Company and previously filed on a Current Report on Form 8-K on October 16, 2018. The Company’s unaudited pro forma balance sheet as of October 25, 2018, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the private placement on the same day is included as Exhibit 99.1 to this Current Report on Form 8-K.
Separate Trading of Units, Class A Common Stock and Warrants
On October 26, 2018, the Company announced that, commencing on October 30, 2018, the holders of Units issued in its IPO may elect to separately trade shares of Class A Common Stock and Warrants included in the Units. 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 NASDAQ Capital Market under the symbol “CTACU.” Shares of Class A Common Stock and the Warrants are expected to trade on the NASDAQ Capital Market under the symbols “CTAC” and “CTACW,” 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 shares of Class A Common Stock and Warrants.
Item 9.01 Financial Statements and Exhibits.
|99.1||Pro Forma Balance Sheet|
|99.2||Press Release, dated October 25, 2018|
|99.3||Press Release, dated October 26, 2018|
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.
|CHASERG TECHNOLOGY ACQUISITION CORP.|
|By:||/s/ Lloyd Carney|
|Name: Lloyd Carney|
|Title: Chief Executive Officer|
|Dated: October 30, 2018|