Constellation Alpha Capital Corp. (NASDAQ:CNACU) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities.

On June 23, 2017, simultaneously with the consummation of the
initial public offering (IPO) of Constellation Alpha Capital
Corp. (the Company), the Company consummated a private placement
(Private Placement) of an aggregate of 561,250 units (the Private
Units) at a price of $10.00 per Private Unit to Centripetal, LLC
(the Sponsor) and Cowen Investments LLC (Cowen Investments),
among which 425,000 Private Units were purchased by the Sponsor
and 136,250 Private Units were purchased by Cowen Investments.
The Private Placement generated total proceeds of $5,612,500.
Each Private Unit consists of one ordinary share, no par value
per share (the Private Shares), one right to receive one-tenth of
one ordinary share, no par value per share (Ordinary Share), upon
consummation of an initial business combination by the Company (a
Business Combination) and one warrant (Private Warrant) to
purchase one-half of one Ordinary Share at an exercise price of
$11.50 per full share.

The Private Units are identical to the Units sold in the IPO
except 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. However, the holders have agreed (A) to vote their
Private Shares and any Public Shares (defined below) in favor of
any proposed Business Combination, (B) not to propose an
amendment to the Companys Amended and Restated Memorandum and
Articles of Association with respect to the Companys pre-Business
Combination activities prior to the consummation of such a
Business Combination, (C) not to redeem any Private Shares into
the right to receive cash from the Trust Account (defined below)
in connection with a shareholder vote to approve the Companys
proposed initial Business Combination or a vote to amend the
provisions of the Companys Amended and Restated Memorandum and
Articles of Association relating to shareholders rights or
pre-Business Combination activity and (D) that the Private Shares
shall not participate in any liquidating distribution upon
winding up if a Business Combination is not consummated.
Additionally, the holders have agreed not to transfer, assign or
sell any of the Private Units or underlying securities (subject
to certain exceptions) until after the completion of the Business
Combination. In addition, for as long as the Private Warrants are
held by Cowen Investments or its designees or affiliates, such
Private Warrants may not be exercised after five years from the
effective date of the Registration Statement (defined below). If
the Private Warrants are held by holders other than the initial
purchasers or their permitted transferees, the Private Warrants
will be redeemable by the Company and exercisable by holders on
the same basis as the Public Warrants (defined below).

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 the British Virgin Islands.The
Amended and Restated Memorandum of Association was filed to
effectuate the IPO and the terms of the foregoing are set forth
in the registration statement (File No. 333-218093) (the
Registration Statement) and are incorporated herein by reference.

Item 8.01.Other Events.

On June 19, 2017, the Registration Statement for the IPO was
declared effective by the U.S. Securities and Exchange
Commission.In connection therewith and the closing of the IPO,
the Company entered into the following agreements previously
filed as exhibits to the Registration Statement:

On June 23, 2017, the Company consummated its IPO of 14,375,000
units (Units), including 1,875,000 Units as a result of the
underwriters exercise of their over-allotment exercise in full.
Each Unit consists of one Ordinary Share (Public Shares), one
right to receive one-tenth of one Ordinary Share upon
consummation of a Business Combination and one warrant (Public
Warrant) to purchase one-half of one Ordinary Share at an
exercise price of $11.50 per full share. The Units were sold at
an offering price of $10.00 per Unit, generating gross proceeds
of $143,750,000.

A total of $145,187,500 of the net proceeds from the IPO and the
Private Placement were placed in a trust account established for
the benefit of the Companys public shareholders at JP Morgan
Chase Bank, N.A. (the Trust Account), with Continental Stock
Transfer Trust Company acting as trustee. Except for the
withdrawal of interest to pay taxes, none of the funds held in
the Trust Account will be released until the earlier of (1)the
completion of a Business Combination, (2) the redemption of 100%
of the outstanding Public Shares if the Company is unable to
consummate a Business Combination within 18 months from the
closing of the IPO (or 21 months from the closing of the IPO if
the Company has executed a letter of intent, agreement in
principle or definitive agreement for a Business Combination
within 18 months from the closing of the IPO but has not
completed the Business Combination within such 18-month period)
and (3) the redemption of any Public Shares properly tendered in
connection with a shareholder vote to amend the Companys Amended
And Restated Memorandum and Articles of Association (A)to modify
the substance or timing of the Companys obligation to redeem 100%
of the Public Shares if the Company does not complete a Business
Combination within the required time period or (B)with respect to
any other provision relating to shareholders rights or
pre-Business Combination activity.

Copies of the press releases issued by the Company announcing the
pricing of the IPO 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.

Constellation Alpha Capital Corp. Exhibit
EX-1.1 2 v469469_ex1-1.htm EXHIBIT 1.1   Exhibit 1.1   12,…
To view the full exhibit click here
About Constellation Alpha Capital Corp. (NASDAQ:CNACU)

Constellation Alpha Capital Corp. is a blank check company. The Company is formed for the purpose of acquiring, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more businesses or entities. The Company has not identified any acquisition target.

Constellation Alpha Capital Corp. (NASDAQ:CNACU) Recent Trading Information

Constellation Alpha Capital Corp. (NASDAQ:CNACU) closed its last trading session at with 84,150 shares trading hands.