Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 17, 2018
(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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NAMES 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 (see
instructions)
(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 (see instructions)
WC
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
497,500(1)
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
497,500 (1)
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
497,500(1)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.51%(2)
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14.
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TYPE OF REPORTING PERSON (see instructions)
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, Stuart
Koenig, 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, Koenig, 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
7, 2018.
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1.
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NAMES OF REPORTING PERSONS
Richard Ackerman
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(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 (see instructions)
OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
497,500(1)
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
497,500(1)
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
497,500(1)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.51%(2)
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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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, Stuart
Koenig, 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, Koenig, 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 7, 2018.
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SCHEDULE 13D
This
Amendment No. 1 (the “Amendment”) amends and
supplements the statement on Schedule 13D filed on December 22,
2917 (the “Original Schedule 13D”) 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”). Other than as set forth herein,
there has been no material change in the information set forth in
the Original Schedule 13D. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the
Original Schedule 13D.
Item
4. Purpose
of the Transaction
Item 4
is deleted in its entirety and replaced with the following
text:
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.
On
November 17, 2018, the Issuer entered into an agreement (the
“Agreement”) with the Sponsor and BRAC Lending Group
LLC (the “Investor”). Pursuant to the Agreement, the
Sponsor transferred an aggregate of 1,500,000 Founder Shares to the
Investor in exchange for the agreements set forth below and
aggregate cash consideration of $1.00.
Pursuant to the
Agreement, the Sponsor agreed to take all actions reasonably
necessary to extend the period of time the Issuer has to consummate
a business combination up to two times for an aggregate of up to
six months and the Investor agreed to loan the Company the funds
necessary to obtain the extensions (the
“Extension(s)”). On November 20, 2018, the Issuer
issued an unsecured promissory note (the “Note”) in
favor of the Investor, in the original principal amount of
$690,000, to provide the Issuer the funds necessary to obtain the
first three-month Extension. Pursuant to the Agreement, the
Investor has also agreed to loan the Issuer all funds necessary to
pay expenses incurred in connection with and in order to consummate
a business combination (the “Business Combination
Expenses”) and such loans will be added to the
Note.
Pursuant to the
Agreement, the Sponsor has agreed to be responsible for all
liabilities of the Issuer as of November 17, 2018, except for
liabilities associated with the possible redemption of shares by
the Issuer’s shareholders, as described in the
Company’s Amended and Restated Certificate of Incorporation.
The Sponsor has also agreed to loan the Issuer the funds necessary
to pay the expenses of the Issuer other than the Business
Combination Expenses through the closing of a business combination
when and as needed in order for the Issuer to continue in operation
(the “Non-Business Combination Related Expenses”). Upon
consummation of a business combination, up to $200,000 of the
Non-Business Combination Related Expenses will be repaid by the
Issuer to the Sponsor provided that the Issuer has funds available
to it sufficient to repay such expenses (the “Cap”) as
well as to pay for all stockholder redemptions, all Business
Combination Expenses, repayment of the Note, and any funds
necessary for the working capital requirements of the Issuer
following closing of the business combination. Any remaining
amounts in excess of the Cap will be forgiven. If the Issuer does
not consummate a business combination, all outstanding loans made
by the Sponsor to cover the Non-Business Combination Related
Expenses will be forgiven.
EarlyBirdCapital,
Inc. has introduced Sponsor and the Issuer to a prospective target
business for a proposed business combination (“Introduced
Target”). Pursuant to the Agreement, the Issuer agreed,
subject to all fiduciary obligations, to work expeditiously towards
the negotiation, preparation and execution and delivery of
definitive documentation with respect to a business combination
with the Introduced Target. In return, the Investor agreed to loan
to the Issuer the funds necessary to pay all expenses incurred by
the Issuer in connection with, and in order to consummate, a
business combination with the Introduced Target, including but not
limited to, accounting, legal, advisory and financial printer fees,
upon presentment of proper invoices evidencing such expenses. The
amount of any such loans will be added to the Note.
If the
Issuer is unable to enter into definitive documentation for a
Business Combination with the Introduced Target for any reason, the
Investor has agreed to use its best efforts to locate an
alternative target business (“Alternative Target”) for
the Issuer to consummate a business combination with and the Issuer
agreed to work expeditiously towards consummating a business
combination with the Alternative Target, subject to all fiduciary
obligations.
The
Founder Shares transferred by the Sponsor will remain in escrow in
the name of the Investor, subject to the terms of the Stock Escrow
Agreement, dated November 20, 2017, among the Company, the Sponsor
and Continental Stock Transfer & Trust Company. Additionally,
the Sponsor assigned the registration rights it was granted,
pursuant to the Registration Rights Agreement, dated November 20,
2017 between the Issuer and the Sponsor, with respect to the
Founder Shares to the Investor in connection with the
transfer.
The
Agreement was entered into in order to fund the deposit for the
Extension. Pursuant to the Agreement, the Issuer has obtained a
loan from the Investor and the Investor has also agreed to loan the
Issuer all funds necessary to pay expenses incurred in connection
with and in order to consummate a business transaction. The loan is
evidenced by a promissory note that is payable upon the
consummation of a business combination by the Issuer.
Except
as described in this Item 4, the Reporting Persons have no current
plans or proposals which relate to or would result in any of the
events enumerated in subsections (a) – (j) of Item
4.
Item
5. Interest
in Securities of the Issuer
Item 5
is deleted in its entirety and replaced with the following
text:
(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 7, 2018, are as follows:
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Big Rock Partners Sponsor, LLC
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a)
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Amount
beneficially owned: 497,500
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Percentage: 5.51%
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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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497,500
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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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497,500
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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: 497,500
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Percentage: 5.51%
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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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497,500
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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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497,500
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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, Stuart Koenig, Albert Rex and Troy Taylor,
each a director of the Issuer, hold economic interests in the
Sponsor and pecuniary interests in the securities held by the
Sponsor. Each of Ms. Wittman and Messrs. Fong, Koenig, 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
Item 6 is amended by adding the following paragraph to the end of
the item:
The information regarding the Agreement in Item 3 is incorporated
herein by reference.
Item
7. Material
to be Filed as Exhibits
Item 7 is amended by adding the following text:
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Agreement,
dated as of November 20, 2017, by and between the Issuer, the
Investor and the Sponsor (incorporated by reference to Exhibit 10.1
to the Form 8-K filed by the Issuer with the SEC on November 20,
2018).
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Joint
Filing Agreement, dated November 21, 2018, 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: November 21, 2018
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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: November 21, 2018
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By:
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/s/ Richard Ackerman
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Richard Ackerman
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