ATLANTIC ALLIANCE PARTNERSHIP CORP. (NASDAQ:AAPC) Files An 8-K Termination of a Material Definitive Agreement


ATLANTIC ALLIANCE PARTNERSHIP CORP. (NASDAQ:AAPC) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed on May 12, 2017 by Atlantic Alliance Partnership Corp. (the “Company”), on May 8, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kalyx Development Inc., a Maryland corporation (“Kalyx”). Unless otherwise defined herein, the capitalized terms used in this report are defined in the Merger Agreement. In connection with the Merger Agreement, AAP Sponsor (PTC) Corp., (“Sponsor”), Fox Investments Limited (“Fox”) and Kalyx entered into a letter agreement (the “Forfeiture Agreement”) and AAPC and Kalyx entered into voting agreements (the “Voting Agreements”) with certain Kalyx members (the “Kalyx Stockholders”).

On October 5, 2017, due to the inability to list the securities of the combined entity on any U.S. national stock exchange upon consummation of the Merger, which was one of the closing conditions set forth in the Merger Agreement, the Company, Sponsor, Fox, Kalyx and the Kalyx Stockholders elected to abandon the transactions contemplated by the Merger Agreement and enter into a Termination Agreement (the “Termination Agreement”), to which, the Merger Agreement, the Forfeiture Agreement and the Voting Agreement were each terminated, effective immediately, and are no longer of any force or effect. There were no termination penalties incurred as a result of the termination of the Merger Agreement, the Forfeiture Agreement and the Voting Agreement.

The Termination Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Termination Agreement is qualified in its entirety by reference thereto.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Number Description
10.1 Termination Agreement dated October 5, 2017

Atlantic Alliance Partnership Corp. Exhibit
EX-10.1 2 f8k100517ex10-1_atlantic.htm TERMINATION AGREEMENT DATED OCTOBER 5,…
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Atlantic Alliance Partnership Corp. is a blank check company. The Company is formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar initial business combination with one or more businesses or entities. The Company is focused on companies in the media, Internet and consumer sector operating in the United Kingdom and Europe (which may include a business based in Europe, which has operations or opportunities outside of Europe). The Company may pursue an acquisition opportunity in any business industry or sector. The Company has not conducted any operations and has not generated any revenues.