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 18, 2020
VISTAS MEDIA ACQUISITION COMPANY INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39433 | 85-0588009 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
30 Wall Street, 8th Floor
New York, New York 10005
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 859-3525
Not Applicable
(Former name or former address, if changed since last report)
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 Class A common stock and one redeemable warrant | VMACU | The Nasdaq Stock Market LLC | ||
| Class A common stock, par value $0.0001 per share | VMAC | The Nasdaq Stock Market LLC | ||
| Warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | VMACW | The Nasdaq Stock Market LLC |
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 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 18, 2020, Vistas Media Acquisition Company Inc. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and warrants (the “Warrants”) included in the Units commencing on or about August 21, 2020. Each Unit consists of one share of Class A Common Stock and one redeemable Warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on The Nasdaq Stock Market LLC under the symbol “VMACU”, and the Class A Common Stock and Warrants will separately trade on The Nasdaq Stock Market LLC under the symbols “VMAC” and “VMACW”, 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 shares of Class A Common Stock and Warrants.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated August 18, 2020. |
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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.
| VISTAS MEDIA ACQUISITION COMPANY INC. | |||
| By: | /s/ F. Jacob Cherian | ||
| Name: F. Jacob Cherian | |||
| Title: Chief Executive Officer and Secretary | |||
| Dated: August 18, 2020 | |||
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Exhibit 99.1
Vistas Media Acquisition Company Inc., Led by F. Jacob Cherian and Co-Founders Abhayanand Singh and Saurabh Gupta, Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing on or about August 21, 2020
New York, NY August 18, 2020 – Vistas Media Acquisition Company Inc. (the “Company”) today announced that holders of the units sold in the Company’s initial public offering of 10,000,000 units completed on August 11, 2020 (the “offering”) may elect to separately trade the shares of Class A common stock and warrants included in the units commencing on or about August 21, 2020. Any units not separated will continue to trade on The Nasdaq Stock Market LLC under the symbol “VMACU”, and each of the shares of Class A common stock and warrants will separately trade on The Nasdaq Stock Market LLC under the symbols “VMAC” and “VMACW,” 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 shares of Class A common stock and warrants.
Vistas Media Acquisition Company Inc. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities in the Global Media and Entertainment sector. The Company intends to identify a target business in the Global Media & Entertainment sector.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2020. 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 an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or jurisdiction.
The offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from I-Bankers Securities, Inc. at 535 5th Ave., 4th Floor, New York, NY 10017.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. 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 for the 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.
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CONTACT:
Vistas Media Acquisition Company Inc.
30 Wall Street, 8th Floor
New York NY 10005
FJC@vmac.media
Attn: F. Jacob Cherian, CEO
To learn more, visit: http://vmac.media