UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 15, 2014 (August 14, 2014)
TERRAPIN 3 ACQUISITION CORPORATION
(Exact name of
registrant as specified in its charter)
| Delaware |
|
001-36547 |
|
46-4388636 |
|
(State or other jurisdiction
of incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
c/o Terrapin Partners, LLC
590 Madison Avenue
35th Floor
New York, NY |
|
10022 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (212) 710-4100
N/A
(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 to 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)) |
| Item 4.01 | Changes in Registrant’s
Certifying Accountant |
| (a) | Dismissal of Independent Registered Public Accounting Firm |
On
August 14, 2014, with the approval of its Audit Committee, Terrapin 3 Acquisition Corporation (the “Company”) dismissed
KPMG LLP (“KPMG”) as its independent registered public accounting firm. KPMG was engaged on July 22, 2014, following
KPMG’s acquisition of certain assets of Rothstein-Kass, P.A., dba Rothstein Kass & Company, P.C. and certain of its affiliates.
The engagement of KPMG was previously reported in a Current Report on Form 8-K filed by the Company on July 28 2014.
The
audit report of KPMG on the balance sheet of the Company as of July 22, 2014 did not contain an adverse opinion or disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.
During
the period of KPMG’s engagement from July 22, 2014 through August 14, 2014, there were no (1) disagreements between the Company
and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which
disagreements if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference in connection with KPMG’s
opinion to the subject matter of the disagreement, or (2) reportable events as the term is described in Item 304(a)(1)(v) of Regulation
S-K.
The
Company provided KPMG with a copy of this Current Report on Form 8-K and requested that KPMG furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether KPMG agrees with the statements made herein. A copy of KPMG’s
letter dated August 14, 2014 is attached as Exhibit 16.1 to this Form 8-K.
(b)
Engagement of Independent Registered Public Accounting Firm
On
August 14, 2014, with the approval of its Audit Committee, the Company engaged WithumSmith+Brown, PC (“Withum”)
as its new independent registered public accounting firm.
During
the period from December 31, 2013 (inception) to March 31, 2014 and through the subsequent interim period prior to the Company’s
engagement of Withum, the Company did not consult with Withum on either (1) the application of accounting principles to a specified
transaction, either completed or proposed, (2) the type of audit opinion that may be rendered on the Company’s financial
statements; or (3) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K,
or a reportable event, as defined in item 304(a)(1)(v) of Regulation S-K. In addition, Withum did not provide any written
or oral advice to the Company that Withum concluded was an important factor considered by the Company in reaching a decision as
to any accounting, auditing or financial reporting issue.
Separate Trading of Class A Common Stock and Warrants
On August 15, 2014,
Terrapin 3 Acquisition Corporation (the “Company”) announced that the holders of the Company’s units (the
“Units”) may elect to separately trade the Class A common stock and warrants included in the Units commencing
on August 18, 2014. Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and one warrant to purchase
one-half of one share of Class A common stock. Any Units not separated will continue to trade on the NASDAQ Capital
Market under the symbol “TRTLU”. Any underlying shares of Class A common stock and warrants that are separated are
expected to trade on the NASDAQ Capital Market under the symbols “TRTL” and “TRTLW”, respectively. Holders
of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent,
in order to separate the holders’ Units into shares of Class A common stock and warrants.
A copy of the Press Release issued by the
Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements
and Exhibits. |
(d) Exhibits.
|
Exhibit
Number |
|
Description |
| |
|
|
| 16.1 |
|
Letter regarding change in certifying accountant |
| 99.1 |
|
Press Release dated August 15, 2014 |
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.
Dated: August 15, 2014
| |
TERRAPIN 3 ACQUISITION CORPORATION |
| |
|
|
| |
By: |
/s/ Sanjay Arora |
| |
|
Name: Sanjay Arora |
| |
|
Title: Chief Executive Officer |
