Bison Capital Acquisition Corp. (NASDAQ:BCACU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On June 19, 2017, the registration statement (File No.
333-218404) (the Registration Statement) for
Bison Capital Acquisition Corp.s (the Company)
initial public offering (IPO) was declared
effective by the U.S. Securities and Exchange Commission (the
Commission). In connection therewith, the
Company entered into the following agreements previously filed as
exhibits to the Registration Statement:
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An Underwriting Agreement, dated June 19, 2017, between the Company and EarlyBirdCapital, Inc. as representative of the underwriters (EBC); |
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A Letter Agreement, dated June 19, 2017, between the Company and EBC; |
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A Warrant Agreement, dated June 19, 2017, between the Company and Continental Stock Transfer Trust Company(Continental); |
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A Rights Agreement, dated June 19, 2017, between the |
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A Letter Agreement, dated June 19, 2017, among the Company, |
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Amended and Restated Subscription Agreement, dated June 19, 2017, between the Company and the sponsor; |
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Amended and Restated Subscription Agreement, dated June 19, 2017, between the Company and EBC; |
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An Investment Management Trust Agreement, dated June 19, 2017, between the Company and Continental; |
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A Registration Rights Agreement, dated June 19, 2017, between the Company and security holders; |
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An Letter Agreement, dated June 19, 2017, between the Company and Bison Capital Holding Limited (the Sponsor) regarding administrative support; |
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An Escrow Agreement, dated June 13, 2017, among the Company, initial shareholders, and Continental Stock Transfer Trust Company; |
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An Indemnity Agreement, dated June 19, 2017, among the Company, some of directors and officers of the Company. |
On June 23, 2017, the Company consummated its IPO of 5,250,000
units (Units). Each Unit consists of one
ordinary share, no par value per share (Ordinary
Share), one right (Right) and one half
(1/2) of one warrant (Warrant). Each right
entitles the holder to receive one-tenth (1/10) of one Ordinary
Share upon consummation of an initial business combination (a
Business Combination). Each whole warrant
entitles the holder thereof to purchase one Ordinary Share at an
exercise price of $11.50 per share. Each warrant will become
exercisable on a consummation of Business Combination, and will
expire five years after the completion of a Business Combination,
or earlier upon redemption. The Units were sold at an offering
price of $10.00 per Unit, generating gross proceeds of
$52,500,000. The Company has granted EBC, the representative of
the underwriters, a 30-day option to purchase up to an additional
787,500 units (over and above the 5,250,000 units referred to
above) solely to cover over-allotments, if any.
Item 3.02. Unregistered Sales of Equity
Securities.
Simultaneously with the consummation of the IPO, the Company
consummated the private placement (Private
Placement) of 388,750 units (with 362,500 units being
purchased by the Companys Sponsor and 26,250 units being
purchased by EarlyBirdCapital) in the aggregate (Private
Units) at a price of $10.00 per Private Unit. The
Private Placement generated total proceeds of $3,887,500. The
Private Units consist of one Ordinary Share (Private
Share), one right (Private Right) and
one half (1/2) of one warrant (Private Warrant).
The Private Units and underlying securities are identical to the
Units and underlying securities sold in the IPO except that (1)
the Private Units were purchased to an exemption from the
registration requirements of the Securities Act of 1933, as
amended (the Securities Act), and will become
tradable only after certain conditions are met or the resale of
the Private Units is registered under the Securities Act; (2) the
Private Warrants will be non-redeemable and may be exercised on a
cashless basis, in each case so long as they continue to be held
by the initial purchasers or their permitted transferees; and (3)
with certain limited exceptions, the Private Units will not be
transferable, assignable or salable by the initial purchasers or
their permitted transferees until after the completion of a
Business Combination. If the Private Warrants are held by holders
other than the holders who purchased Private Units or their
permitted transferees, the Private Warrants will be redeemable by
the Company and exercisable by the holders on the same basis as
the Warrants sold in the IPO.
In connection with the IPO, the Company also issued to EBC an
option to purchase up to a total of 157,500 additional Units
exercisable at $10.00 per Unit commencing on the later of the
consummation of a Business Combination and one year from the date
of the prospectus relating to the IPO. The Units issuable upon
exercise of this option are identical to those offered by the IPO
except that the units, if the purchase option is exercised, will
be purchased to an exemption from the registration requirements
of the Securities Act and will become tradable only after certain
conditions are met or the resale of the Units is registered under
the Securities Act.
Item 5.03. Amendments to Certificate of Incorporation or
Bylaws; Change in Fiscal Year.
On June 19, 2017, the Company filed its Amended and Restated
Memorandum of Association in British Virgin Islands. The terms of
the foregoing are set forth in the Registration Statement and are
incorporated herein by reference.
Item 8.01. Other Events.
A total of $53,812,500 of the net proceeds of the IPO, taking
into account the $3,887,500 the Company received from the sale of
the Private Units, or $10.25 per unit sold to the public in the
IPO, was placed in a trust account (Trust
Account) in the United States at JPMorgan Chase Bank,
N.A., maintained by Continental, acting as trustee to an
agreement signed on June 19, 2017. The remaining $500,000 of net
proceeds of the IPO was not held in the Trust Account.
Copies of the press releases issued by the Company announcing the
effectiveness of the Registration Statement and consummation of
the IPO are included as Exhibits 99.1 and 99.2, respectively, to
this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 |
Underwriting Agreement, dated June 19, 2017, between the Company and EarlyBirdCapital, Inc. as representative of the underwriters |
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| 1.2 |
Letter Agreement, dated June 19, 2017, between the Company and EBC |
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| 3.1 |
Amended and Restated Memorandum of Association and Article of Incorporation |
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| 4.1 |
Warrant Agreement, dated June 19, 2017, between the Company and Continental Stock Transfer Trust Company |
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| 4.2 |
Unit Purchase Option Agreement, dated June 19, 2017, between the Company and EarlyBirdCapital, Inc. |
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| 4.3 |
Rights Agreement, dated June 19, 2017, between the Company and Continental Stock Transfer Trust Company |
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| 10.1 |
Investment Management Trust Agreement, dated June 19, 2017, between the Company and Continental Stock Transfer Trust Company |
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| 10.2 |
Registration Rights Agreement, dated June 19, 2017, between the Company and securityholders |
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| 10.3 |
Letter Agreement, dated June 19, 2017, among the Company, EarlyBirdCapital, Inc. and each shareholder, director and officer of the Company |
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| 10.4 |
Administrative Services Agreement between the Company and Bison Capital Holding Company Limited, dated June 19, 2017. |
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| 10.5 |
Escrow Agreement, dated June 19, 2017, among the Company, initial shareholders and Continental Stock Transfer Trust Company |
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| 10.7 |
Amended and Restated Unit Subscription Agreement, dated June 19, 2017, between the Registrant and Sponsor |
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| 10.11 |
Amended and Restated Unit Subscription Agreement, dated June 19, 2017, between the Registrant and EBC |
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| 99.1 |
Press Release, dated June 19, 2017, Announcing Effectiveness of IPO |
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| 99.2 | Press Release, dated June 23, 2017, Announcing Closing of IPO | |
| 99.3 | Audit Committee Charter | |
| 99.4 | Compensation Committee Charter |
Bison Capital Acquisition Corp. ExhibitEX-1.1 2 f8k061917ex1i_bisoncap.htm UNDERWRITING AGREEMENT,…To view the full exhibit click here About Bison Capital Acquisition Corp. (NASDAQ:BCACU)
Bison Capital Acquisition Corp. is a blank check company. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (a business combination). The Company intends to focus on businesses that have their primary operations located in Asia and North America. The Company invests a range of sectors including healthcare, medical, pharmaceuticals, entertainment, media, tourism and high technology. As of March 31, 2017, the Company is not engaged in any operations. Bison Capital Acquisition Corp. (NASDAQ:BCACU) Recent Trading Information
Bison Capital Acquisition Corp. (NASDAQ:BCACU) closed its last trading session at with 130,546 shares trading hands.