HARMONY MERGER CORP. (NASDAQ:HRMN) Files An 8-K Other EventsItem 8.01 Other Events
As previously disclosed, Harmony Merger Corp. (“Harmony”) has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 17, 2017, with Harmony Merger Sub, LLC (“Merger Sub”), NextDecade, LLC (“NextDecade”) and certain members of NextDecade and entities affiliated with such members to which, following a series of simultaneous transactions to reorganize certain of these affiliates, Merger Sub will merge with and into NextDecade with NextDecade being the surviving entity of the merger and becoming a wholly-owned subsidiary of Harmony.
On July 21, 2017, Eric S. Rosenfeld, Harmony’s chief executive officer, David D. Sgro, Harmony’s chief operating officer, Thomas Kobylarz, Harmony’s chief financial officer, and one other initial stockholder of Harmony (collectively, the “Founders”), entered into agreements with third parties (collectively, the “Holders”) to which such Holders agreed to (i) purchase an aggregate of $5 million of Class B membership units of NextDecade and 300,000 shares of Harmony's common stock issued in Harmony's initial public offering ("Public Shares") and (ii) not seek conversion of an aggregate of 1,544,000 Public Shares (including those Public Shares purchased to such agreements)at the meeting being held to approve the Merger Agreement in exchange for the Founders agreeing to transfer to the Holders an aggregate of 256,839 shares of Harmony’s common stock owned by the Founders. The shares being transferred by the Founders are currently held in escrow and will remain in escrow to its terms.
