UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  May 13, 2019

 

ACT II GLOBAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-38880   34-4101973
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, NY 10105

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code:  (212) 370-1300

 

Not Applicable
(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 þ

 

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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered

Units, each consisting of one Class

A Ordinary Share and one-half of

one Redeemable Warrant

  ACTTU   The NASDAQ Stock Market LLC

Class A Ordinary Shares, par value

$0.0001 per share

  ACTT   The NASDAQ Stock Market LLC

Warrants, each exercisable for one

Class A Ordinary Share for $11.50

per share

  ACTTW   The NASDAQ Stock Market LLC

 

 

 

 

 

Item 8.01. Other Events.

 

Separate Trading of Units, Class A Common Stock and Warrants

As previously reported, Act II Global Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of an aggregate of 30,000,000 units (the “Units”) on April 30, 2019. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Share”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000.

On May 13, 2019, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade the Class A Ordinary Shares and the Warrants comprising the Units commencing on May 14, 2019. Those Units not separated will continue to trade on The Nasdaq Capital Markets under the symbol “ACTTU,” and the Class A Ordinary Shares and Warrants that are separated will trade on The Nasdaq Capital Markets under the symbols “ACTT” and “ACTTW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to instruct their brokers to contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate their Units into Class A Ordinary Shares and Warrants.

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release, dated May 13, 2019

 

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SIGNATURE

 

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.

 

  ACT II GLOBAL ACQUISITION CORP.
     
  By: /s/ John Carroll
    Name:  John Carroll
    Title: Chief Executive Officer
     
Dated: May 13, 2019    

 

 

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