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): August 9, 2017
Constellation Alpha Capital Corp.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 001-38118 | N/A |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Emerald View, Suite 400, 2054 Vista Parkway
West Palm Beach, FL 33411
(Address of principal executive offices, including Zip Code)
(561) 404-9034
(Registrant’s telephone number, including area code)
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 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 x
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. ¨
Item 8.01 Other Events
On August 9, 2017, Constellation Alpha Capital Corp. (the “Company”) announced that, commencing on August 10, 2017, the holders of the Company’s units issued in the Company’s initial public offering (the “Units”) may elect to separately trade the securities included in the Units. Each Unit consists of one ordinary share, no par value per share (“Ordinary Share”), one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination (“Right”), and one warrant to purchase one-half of one Ordinary Share (“Warrant”). The Units not separated will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CNACU.” The Ordinary Shares, the Rights and the Warrants are expected to trade on Nasdaq under the symbols “CNAC,” “CNACR” and “CNACW,” 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 Units into Ordinary Shares, Rights and Warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 9, 2017 |
SIGNATURES
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.
Date: August 9, 2017
| Constellation Alpha Capital Corp. | ||
| By: | /s/ Rajiv Shukla | |
| Rajiv Shukla | ||
|
Chief Executive Officer and Chairman | ||
Exhibit 99.1
Constellation Alpha Capital Corp. Announces Separate Trading of its Ordinary Shares, Rights and Warrants, Commencing August 10, 2017
West Palm Beach, FL – August 9, 2017 (PR Newswire) – Constellation Alpha Capital Corp. (the “Company”) (NASDAQ: CNACU) announced today that, commencing on August 10, 2017, the holders of the units sold in the Company’s initial public offering may elect to separately trade the ordinary shares, rights and warrants included in the units. Units that are not separated will continue to trade on The NASDAQ Capital Market (“NASDAQ”) under the symbol “CNACU.” The ordinary shares, the rights and the warrants that are separated are expected to trade on NASDAQ under the symbols “CNAC,” “CNACR” and “CNACW,” 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 units into ordinary shares, rights and warrants.
A registration statement relating to the units and the underlying securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 19, 2017.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
CONTACT:
Craig Pollak
Constellation Alpha Capital Corp.
ir@constellationalpha.com