Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Big Rock Partners Acquisition Corp.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
089482 103
(CUSIP Number)
c/o Big Rock Partners Sponsor, LLC
2645 N. Federal Highway
Suite 230
Delray Beach, Florida 33431
(310) 734-2300
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 20, 2017
(Date of Event which Requires Filing of This
Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. ☐
Note. Schedules filed in paper
format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
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The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
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1
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NAME OF REPORTING
PERSONS
Big
Rock Partners Sponsor, LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
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3
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SEC USE
ONLY
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4
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SOURCE OF
FUNDS
WC
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
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7
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SOLE VOTING
POWER
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1,997,500(1)
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SHARES
BENEFICIALLY
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8
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SHARED VOTING
POWER
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0
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OWNED
BY
EACH
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9
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SOLE DISPOSITIVE
POWER
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1,997,500(1)
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REPORTING
PERSON
WITH
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10
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SHARED DISPOSITIVE
POWER
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0
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,997,500(1)
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
22.1%(2)
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14
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TYPE OF REPORTING
PERSON
OO
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(1)
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Represents shares held by Big Rock Partners Sponsor, LLC, the
Issuer’s sponsor, of which Mr. Ackerman is the managing
member and has sole voting and dispositive power with respect to
such shares. Ms. Lori Wittman and Messrs. Michael Fong, Albert Rex
and Troy Taylor, each a director of the Issuer, hold economic
interests in Big Rock Partners Sponsor, LLC and pecuniary interests
in the securities held by Big Rock Partners Sponsor, LLC. Each of
Ms. Wittman and Messrs. Fong, Rex and Taylor disclaims beneficial
ownership of such securities, except to the extent of his or her
pecuniary interests.
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(2)
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Based on 9,035,500 shares of the Company’s Common Stock
outstanding as of November 29, 2017.
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1
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NAME OF REPORTING
PERSONS
Richard Ackerman
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
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3
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SEC USE
ONLY
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4
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SOURCE OF
FUNDS
OO
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
United States
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NUMBER
OF
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7
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SOLE VOTING
POWER
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1,997,500(1)
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SHARES
BENEFICIALLY
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8
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SHARED VOTING
POWER
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0
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OWNED
BY
EACH
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9
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SOLE DISPOSITIVE
POWER
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1,997,500(1)
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REPORTING
PERSON
WITH
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10
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SHARED DISPOSITIVE
POWER
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0
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,997,500(1)
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
22.1%(2)
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14
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TYPE OF REPORTING
PERSON
OO
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(1)
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Represents shares held by Big Rock Partners Sponsor, LLC, the
Issuer’s sponsor, of which Mr. Ackerman is the managing
member and has sole voting and dispositive power with respect to
such shares. Ms. Lori Wittman and Messrs. Michael Fong, Albert Rex
and Troy Taylor, each a director of the Issuer, hold economic
interests in Big Rock Partners Sponsor, LLC and pecuniary interests
in the securities held by Big Rock Partners Sponsor, LLC. Each of
Ms. Wittman and Messrs. Fong, Rex and Taylor disclaims beneficial
ownership of such securities, except to the extent of his or her
pecuniary interests.
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(2)
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Based on 9,035,500 shares of the Company’s Common Stock
outstanding as of November 29, 2017.
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SCHEDULE 13D
This
Schedule 13D is filed on behalf of Big Rock Partners Sponsor, LLC,
a Delaware limited liability company (the “Sponsor”),
and the managing member of the Sponsor, Richard Ackerman (the
“Managing Member” and together with the Sponsor, the
“Reporting Persons”).
Item
1. Security
and Issuer
Securities
acquired: common stock, $0.001 par value (“Common
Stock”)
Issuer: Big
Rock Partners Acquisition Corp. (“Issuer”)
c/o
Big Rock Partners Sponsor, LLC
2645
N. Federal Highway
Suite
230
Delray
Beach, Florida 33431
Item
2. Identity
and Background
(a)
This statement is filed by:
(i)
the
Sponsor, which is the holder of record of approximately 22.1% of
the issued and outstanding shares of Common Stock, $0.001 par value
(the “Common Stock”) outstanding as of November 29,
2017; and
(ii)
Richard Ackerman,
the Issuer's President, Chairman, Chief Executive Officer, and the
Managing Member of the Sponsor.
All
disclosures herein with respect to any Reporting Person are made
only by such Reporting Person. Any disclosures herein with respect
to persons other than the Reporting Persons are made on information
and belief after making inquiry to the appropriate
party.
(b)
The address of the principal business and principal office of each
of the Reporting Persons is 2645 N. Federal Highway
Suite 230, Delray Beach, Florida 33431
(c)
The Sponsor’s principal business is to act as the
Issuer’s sponsor in connection with the IPO (as defined
below) and potential business combination. Mr. Ackerman’s
principal occupation is to serve as the Issuer's President,
Chairman, Chief Executive Officer, and the Managing Member of the
Sponsor.
(d)
None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
None of the Reporting Persons has, during the last five years, been
a party to civil proceeding of a judicial administrative body of
competent jurisdiction and, as a result of such proceeding, was, or
is subject to, a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with
respect to such laws.
(f)
The Sponsor is a Delaware limited liability company. The Managing
Member is a US citizen.
Item
3. Source
and Amount of Funds or Other Consideration.
See
Item 4 of this Schedule 13D, which information is incorporated
herein by reference.
Item
4. Purpose
of the Transaction
On
September 26, 2017, 1,437,500 shares of Common Stock (the
“Founder Shares”) were purchased by the Sponsor for the
amount of $25,000, pursuant to a Securities Subscription Agreement,
dated September 26, 2017, by and between the Sponsor and the Issuer
(the “Purchase Agreement”), as more fully described in
Item 6 of this Schedule 13D which information is incorporated
herein by reference.
On
November 20, 2017, the Company effectuated a 1.2-for-1 stock
dividend of its common stock resulting in an aggregate of 1,725,000
Founder's Shares outstanding. All share and per share amounts have
been retroactively restated to reflect the stock
dividend.
On
November 20, 2017, simultaneously with the consummation of the
Issuer’s initial public offering (“IPO”), the
Sponsor purchased 250,000 units (“Placement Units”) of
the Issuer at $10.00 per Placement Unit, pursuant to a Securities
Subscription Agreement, dated November 20, 2017, by and between the
Issuer and the Sponsor (the “Subscription Agreement”),
as more fully described in Item 6 of this Schedule 13D, which
information is incorporated herein by reference. Each Placement
Unit consists of one share of Common Stock, one right to receive
one-tenth of one share of Common Stock upon the consummation of a
business combination, and one-half of one warrant, each whole
warrant exercisable to purchase one share of Common Stock, at an
exercise price of $11.50 per whole share (as described more fully
in the Issuer’s Final Prospectus dated November 20,
2017).
On
November 29, 2017, simultaneously with the underwriters’
purchase of 900,000 over-allotment Units, the Sponsor purchased
22,500 Placement Units at $10.00 per Placement Unit pursuant to the
Subscription Agreement.
The
source of these funds for the acquisitions described above was the
working capital of the Sponsor. The shares of Common Stock owned by
the Reporting Persons have been acquired for investment purposes.
The Reporting Persons may make further acquisitions of the Common
Stock from time to time and, subject to certain restrictions, may
dispose of any or all of the Common Stock held by the Reporting
Persons at any time depending on an ongoing evaluation of the
investment in such securities, prevailing market conditions, other
investment opportunities and other factors. However, certain of
such shares are subject to certain lock-up restrictions as further
described in Item 6 below.
Except
for the foregoing, the Reporting Persons have no plans or proposals
which relate to, or could result in, any of the matters referred to
in paragraphs (a) and (c) through (j) of Item 4 of Schedule
13D.
With
respect to paragraph (b) of Item 4, the Issuer is a newly organized
blank check company formed for the purpose of effecting a merger,
share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination with one or more businesses or entities. Under various
agreements between the Issuer and the Reporting Persons as further
described in Item 6 below, the Reporting Persons have each
agreed (A) to vote its shares in favor of any proposed
business combination and (B) not to redeem any shares in connection
with a shareholder vote (or tender offer) to approve (or in
connection with) a proposed initial business combination. The
Reporting Persons may, at any time and from time to time, review or
reconsider their position, change their purpose or formulate plans
or proposals with respect to the Issuer.
Item
5. Interest
in Securities of the Issuer
(a)-(b) The aggregate number and percentage of Common Stock
beneficially owned by the Reporting Persons (on the basis of a
total of 9,035,500 shares of Common Stock, outstanding as of
November 29, 2017, are as follows:
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Big Rock Partners Sponsor, LLC
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a)
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Amount
beneficially owned: 1,997,500
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Percentage:
22.1%
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b)
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Number
of shares to which the Reporting Person has:
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i.
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Sole
power to vote or to direct the vote:
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1,997,500
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ii.
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Shared
power to vote or to direct the vote:
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0
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iii.
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Sole
power to dispose or to direct the disposition of:
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1,997,500
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iv.
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Shared
power to dispose or to direct the disposition of:
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0
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Richard Ackerman
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a)
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Amount
beneficially owned: 1,997,500
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Percentage:
22.1%
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b)
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Number
of shares to which the Reporting Person has:
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i.
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Sole
power to vote or to direct the vote:
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1,997,500
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ii.
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Shared
power to vote or to direct the vote:
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0
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iii.
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Sole
power to dispose or to direct the disposition of:
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1,997,500
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iv.
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Shared
power to dispose or to direct the disposition of:
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0
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Richard
Ackerman, the Issuer’s Chairman. President and Chief
Executive Officer, is the managing member of the Sponsor (the
“Managing Member”) and has sole voting and dispositive
power of the securities held by the Sponsor. Ms. Lori Wittman and
Messrs. Michael Fong, Albert Rex and Troy Taylor, each a director
of the Issuer, hold economic interests in Big Rock Partners
Sponsor, LLC and pecuniary interests in the securities held by Big
Rock Partners Sponsor, LLC. Each of Ms. Wittman and Messrs. Fong,
Rex and Taylor disclaims beneficial ownership of such securities,
except to the extent of his or her pecuniary
interests.
(c) None of the Reporting Persons has effected any transactions of
the Issuer’s Common Stock during the 60 days preceding the
date of this report, except as described in Item 6 of this Schedule
13D which information is incorporated herein by
reference.
(d) Not applicable.
(e) Not applicable.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Founder Securities Purchase Agreement between the Issuer and
Sponsor
On
September 26, 2017, 1,437,500 shares of Common Stock (the
“Founder’s Shares”) were purchased by the Sponsor
for the amount of $25,000, pursuant to the Purchase
Agreement.
On November 20, 2017, the Company effectuated a
1.2-for-1 stock dividend of its common stock resulting in an
aggregate of 1,725,000 Founder's Shares outstanding. All share and
per share amounts have been retroactively restated to reflect the
stock dividend. The
Founder’s Shares include an aggregate of up to 225,000 shares
subject to forfeiture to the extent that the underwriters’
over-allotment option is not exercised in full.
On
November 29, 2017, the underwriter of the IPO exercised such
overallotment option in full. As a result, the 225,000
Founder’s Shares are no longer subject to
forfeiture.
Pursuant
to the escrow agreement described below, the Founder’s Shares
were placed into escrow with Continental Stock Transfer & Trust
Company acting as escrow agent and subject to lock-up restrictions
as further described in the summary of the “Stock Escrow
Agreement” below.
The
description of the Purchase Agreement is qualified in its entirety
by reference to the full text of such agreement, a copy of which
was filed as Exhibit 10.6 to the Registration Statement on Form
S-1/A filed by the Issuer with the SEC on November 14, 2017 (and is
incorporated by reference herein as Exhibit 10.1).
Securities Subscription Agreement between the Issuer and
Sponsor
On
November 20, 2017, simultaneously with the consummation of the IPO,
the Sponsor purchased 250,000 Placement Units pursuant to the
Subscription Agreement. On November 29, 2017, simultaneously with
the exercise of the underwriters’ overallotment option, the
Sponsor purchased an additional 22,500 Placement Units pursuant to
the Subscription Agreement. The Placement Units and the securities
underlying such Placement Units are subject to a lock up provision
in the Subscription Agreement, which provides that such securities
shall not be transferable, saleable or assignable until after the
consummation of the Issuer’s initial business combination,
subject to certain limited exceptions as described in the Letter
Agreement.
The
description of the Subscription Agreement is qualified in its
entirety by reference to the full text of such agreement, a copy of
which was filed by the Issuer as Exhibit 10.4 to the Form 8-K filed
by the Issuer with the SEC on November 22, 2017 (and is
incorporated by reference herein as Exhibit 10.2).
Registration Rights Agreement
On
November 20, 2017, in connection with the IPO, the Issuer and the
Sponsor entered into a registration rights agreement, pursuant to
which the Sponsor was granted certain demand and
“piggyback” registration rights, which will be subject
to customary conditions and limitations, including the right of the
underwriters of an offering to limit the number of shares offered.
The summary of such registration rights agreement contained herein
is qualified in its entirety by reference to the full text of such
agreement, a copy of which was filed by the Issuer as Exhibit 10.3
to the Form 8-K filed by the Issuer with the SEC on November 22,
2017 (and is incorporated by reference herein as Exhibit
10.4).
Letter Agreement
On
November 20, 2017, in connection with the IPO, the Issuer and the
Sponsor entered into a letter agreement (the “Letter
Agreement”). Pursuant to the Letter Agreement, the Sponsor
agreed (A) to vote its Founder’s Shares, any shares of Common
Stock underlying the Placement Units and any public shares in favor
of any proposed business combination, (B) not to propose an
amendment to the Issuer’s Amended and Restated Certificate of
Incorporation that would affect the substance or timing of the
Issuer’s obligation to redeem the public shares if the Issuer
does not consummate a business combination within 12 months (or up
to 18 months if the Issuer extends the period of time to consummate
a business combination by the full amount of time) from the
completion of the initial public offering, unless the Issuer
provides the holders of public shares with the opportunity to
redeem such shares upon approval of any such amendment at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, (C) not to redeem any
Founder’s Shares and any shares underlying the Placement
Units into the right to receive cash from the trust account in
connection with a shareholder vote to approve the Issuer’s
proposed initial business combination or a vote to amend the
provisions of the Issuer’s Amended and Restated Certificate
of Incorporation relating to shareholders’ rights or
pre-business combination activity and (D) that the Founder Shares
and any shares of Common Stock underlying the Placement Units shall
not participate in any liquidating distribution upon winding up if
a business combination is not consummated.
Richard
Ackerman also agreed that in the event of the liquidation of the
Trust Account of the Issuer (as defined in the Letter Agreement),
he will indemnify and hold harmless the Issuer against any and all
loss, liability, claims, damage and expense whatsoever which the
Issuer may become subject as a result of any claim by any vendor or
other person who is owed money by the Issuer for services rendered
or products sold to or contracted for the Issuer, or by any target
business with which the Issuer has discussed entering into a
transaction agreement, but only to the extent necessary to ensure
that such loss, liability, claim, damage or expense does not reduce
the amount of funds in the Trust Account; provided that such
indemnity shall not apply if such vendor or prospective target
business executes an agreement waiving any claims against the Trust
Account.
The
description of the Letter Agreement is qualified in its entirety by
reference to the full text of such agreement, a copy of which was
filed by the Issuer as Exhibit 10.5 to the Form 8-K filed by the
Issuer with the SEC on November 22, 2017 (and is incorporated by
reference herein as Exhibit 10.3).
Stock Escrow Agreement
On
November 20, 2017, in connection with the IPO, the Issuer, the
Sponsor and Continental Stock Transfer & Trust Company (the
“Escrow Agent”) entered into a stock escrow agreement
(the “Escrow Agreement”), pursuant to which, all of the
Founder’s Shares were deposited in escrow during the period
(the “Escrow Period”) commencing on November 20, 2017
and (i) for 50% of the Founder’s Shares, ending on the
earlier of (x) one year after the date of the consummation of the
Issuer’s initial business combination and (y) the date on
which the closing sale price of the Common Stock equals or exceeds
$12.50 per share (as adjusted for share splits, share dividends,
reorganizations and recapitalizations) for any 20 trading days
within any 30-trading day period commencing after the
Issuer’s initial business combination and (ii) for the
remaining 50% of the Founder’s Shares, ending one year after
the date of the consummation of an initial business combination or
earlier, in either case, if, subsequent to the Issuer’s
initial business combination, the Issuer consummates a subsequent
liquidation, merger, stock exchange or other similar transaction
which results in all of the Issuer’s shareholders having the
right to exchange their shares of Common Stock for cash, securities
or other property.
The
limited exceptions to the foregoing restrictions include transfers
(i) to the Issuer’s officers, directors, employees,
consultants or their affiliates, (ii) to Sponsor’s officers,
directors, employees or members, (iii) by bona fide gift to a
member of the immediate family of a member of the Sponsor or to a
trust, the beneficiary of which is a member of the Sponsor or a
member of the immediate family of a member of the Sponsor for
estate planning purposes, (iv) pursuant to a qualified domestic
relations order, (v) by private sales of the Founder Shares made at
or prior to the consummation of a business combination at prices no
greater than the price at which the Founder Shares were originally
purchased, or (vi) to the Issuer for no value for cancellation in
connection with the consummation of a business combination;
provided, however, that except for clause (vi) or with the
Issuer’s prior consent, such permissive transfers may be
implemented only upon the respective transferee’s written
agreement to be bound by the terms and conditions of this Agreement
and of the Letter Agreement signed by the Sponsor transferring the
shares. If dividends are declared and payable in ordinary shares,
such dividends will also be placed in escrow.
The
summary of the Escrow Agreement contained herein is qualified in
its entirety by reference to the full text of such agreement, the
form of which was filed by the Issuer as Exhibit 10.2 to the Form
8-K filed by the Issuer with the SEC on November 22, 2017 (and is
incorporated by reference herein as Exhibit 10.5).
Item
7. Material
to be Filed as Exhibits
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Exhibit
10.1
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Securities
Subscription Agreement, dated as of September 26, 2017, by and
between the Issuer and the Sponsor (incorporated by reference to
Exhibit 10.6 to the Registration Statement on Form S-1/A filed by
the Issuer with the SEC on November 14, 2017).
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Exhibit
10.2
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Securities
Subscription Agreement, dated as of November 20, 2017, by and
between the Issuer and the Sponsor (incorporated by reference to
Exhibit 10.9 to the Form 8-K filed by the Issuer with the SEC on
November 22, 2017).
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Exhibit
10.3
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Letter
Agreement, dated as of November 20, 2017, by and between the Issuer
and the Sponsor (incorporated by reference to Exhibit 10.5 to the
Form 8-K filed by the Issuer with the SEC on November 22,
2017).
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Exhibit
10.4
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Registration
Rights Agreement, dated as of November 20, 2017, by and between the
Issuer and the Sponsor (incorporated by reference to Exhibit 10.3
to the Form 8-K filed by the Issuer with the SEC on November 22,
2017).
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Exhibit
10.5
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Stock
Escrow Agreement, dated as of November 20, 2017, by and among the
Issuer, the Escrow Agent and the Sponsor (incorporated by reference
to Exhibit 10.2 to the Form 8-K filed by the Issuer with the SEC on
November 22, 2017).
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Exhibit
99.1
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Joint
Filing Agreement, by and among the Reporting Persons.
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Signatures
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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BIG ROCK PARTNERS SPONSOR LLC
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Dated: December 22, 2017
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By:
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/s/ Richard
Ackerman
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Richard Ackerman, Managing Member
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Dated: December 22, 2017
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By:
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/s/
Richard Ackerman |
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Richard Ackerman
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