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
July 28, 2020
Date of Report (Date of earliest event reported)
Orisun Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-39014 | 83-2479505 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 555 Madison Avenue, Room 543 New York, NY |
10022 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 631-482-6032
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 of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under 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 share of Common Stock, $0.00001 par value, one Redeemable Warrant to acquire one-half of one share of Common Stock, and one Right to acquire one-tenth (1/10) of a share of Common Stock | ORSNU | NASDAQ Capital Market | ||
| Common Stock | ORSN | NASDAQ Capital Market | ||
| Warrants | ORSNW | NASDAQ Capital Market | ||
| Rights | ORSNR | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
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 1.01. Entry into a Material Definitive Agreement.
The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 28, Orisun Acquisition Corp. (the “Company”) issued two unsecured promissory notes, each in an amount of $222,001 (or an aggregate principal amount of $444,002), to Everstone Investments LLC (“Everstone”) and Ucommune Group Holdings Limited (“Ucommune”) respectively, in exchange for Everstone and Ucommune each depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. The Notes do not bear interest and mature upon closing of a business combination by the Company. In addition, the Notes may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit.
Item 8.01 Other Events
The Company issued the release filed herewith on August 3, 2020. The materials attached as Exhibit 99.1 are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 3, 2020 |
1
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.
Dated: August 3, 2020
ORISUN ACQUISITION CORP.
| By: | /s/ Wei Chen | |
| Name: | Wei Chen | |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
Orisun Acquisition Corp. Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination
NEW YORK, August 3, 2020 /PRNewswire/ -- Orisun Acquisition Corp.(NASDAQ: ORSNU, the “Company”), a special purpose acquisition company, announced today that its sponsor Everstone Investments LLC (“Everstone”) and Ucommune Group Holdings LLC (“Ucommune”), collectively have deposited into the Company’s trust account (the “Trust Account”) an aggregate principal amount of $444,002, (representing approximately $0.10 per share of common stock), in order to extend the period of time the Company has to complete a business combination for an additional three (3) months period, from August 6, 2020 to November 6, 2020. The Company issued two unsecured promissory notes, each in an amount of $222,001, to Everstone and Ucommune respectively with a principal amount equal to the amount deposited. The promissory notes bear no interest and are convertible into the Company’s units (with each unit consisting of one share of common stock, one warrant to purchase one-half of one share of common stock, and one right to receive one-tenth of one share of common stock upon the consummation of the Company’s initial business combination) at a price of $10.00 per unit at the closing of a business combination by the Company. The purpose of the extension is to provide time for the Company to complete a business combination.
About Orisun Acquisition Corp.
Orisun Acquisition Corp. is incorporated in the State of Delaware as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Orisun's efforts to identify a prospective target business have not been limited to a particular industry or geographic region.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company's initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Wei Chen
Chief Executive Officer
Orisun Acquisition Corp.
631-482-6032