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): March 8, 2021 (March 5, 2021)
ALKURI GLOBAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40011 | 85-4768339 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4235 Hillsboro Pike, Suite 300
Nashville, Tennessee 37215
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (615) 632-0303
Ark Global Acquisition Corp.
(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 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. ¨
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-fourth of one redeemable warrant | KURIU | The Nasdaq Stock Market LLC | ||
| Class A common stock, par value $0.0001 per share | KURI | 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 | KURIW | The Nasdaq Stock Market LLC |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years. |
On March 5, 2021, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Amended and Restated Certificate of Incorporation to change our corporate name from Ark Global Acquisition Corp. to Alkuri Global Acquisition Corp. (the “Company”), effective March 8, 2021. A copy of the Certificate of Amendment of Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated by reference herein.
From and after March 8, 2021, our units, warrants and common stock will trade on the NASDAQ Stock Market under the ticker symbols “KURIU”, “KURIW” and “KURI”, respectively. Outstanding unit certificates of the Company are not affected by the name change; they continue to be valid and need not be exchanged.
On March 5, 2021, the Company issued a press release announcing the corporate name change. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation. | |
| 99.1 | Press release dated March 5, 2021 announcing the corporate name change. |
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.
| ALKURI GLOBAL ACQUISITION CORP. | |||
| By: | /s/ Richard Williams | ||
| Name: | Richard Williams | ||
| Title: | Chief Executive Officer | ||
| Dated: March 8, 2021 | |||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ARK GLOBAL ACQUISITION CORP.
March 5, 2021
The undersigned, for the purposes of amending the formation certificate of a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Amendment to Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), and does hereby certify as follows:
ARTICLE 1
NAME
The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by changing the Article thereof numbered “1” so that, effective March 8, 2021, at 12:01 a.m., as amended, said Article shall be and read as follows:
The name of the corporation is Alkuri Global Acquisition Corp. (the “Corporation”).
[SIGNATURE APPEARS ON THE FOLLOWING PAGE.]
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Amended and Restated Certificate of Incorporation of Ark Global Acquisition Corp. this 5th day of March 2021.
| ARK GLOBAL ACQUISTION CORP. | ||
| By: | /s/ Richard Williams | |
| Name: | Richard Williams | |
| Title: | Chief Executive Officer | |
[Signature Page to Certificate of Amendment to Certificate of Incorporation]
Exhibit 99.1
Ark Global Announces New Brand Name and Ticker Change to Alkuri Global Acquisition Corp (NASDAQ: KURIU, KURIW)
New brand name aims to better align technology SPAC with broader sponsor investment funds and strategy
NASHVILLE, TENN. -- Ark Global Acquisition Corp. today announced that it has changed its name to Alkuri Global Acquisition Corp and its ticker symbol from ‘ARKIU’ to ‘KURIU’ following customary regulatory approvals. The change is expected to take effect on March 8, 2021 when units will begin trading on NASDAQ under the new name Alkuri Global Acquisition Corp., and ticker symbol ‘KURIU’. Upon separation of units into shares and warrants, shares will trade under the ticker symbol ‘KURI,’ and warrants will trade under the ticker symbol and ‘KURIW’.
Based on the sponsor team’s planned formation of a SPAC and PIPE investment fund under the Alkuri Global brand, the company believes that the name and ticker symbol change reflects an initiative to align the company's brand with the broader strategic opportunities and potential advantages of the sponsor group. The name change was approved by the Ark Global Acquisition Corp Board of Directors on March 2, 2021.
“Whereas Ark was a name of convenience built on the initials of our sponsors, Alkuri means ‘to run toward,’ which reflects our belief that high-growth startups and technology companies need faster, more flexible and efficient paths to fundraising and to the public capital markets,” said Rich Williams, CEO of Alkuri Global Acquisition Corp. “Our time with CEOs and founders has also reinforced our belief that quality teams and companies want to work with experienced operators and sponsors that can continue to create value after a transaction and bring strategic capital beyond a SPAC trust.”
No action is required by existing shareholders with respect to the name and ticker symbol change. Certificates representing common shares of Ark Global Acquisition Corp will not need to be exchanged as a result of the name change.
About Alkuri Global Acquisition Corp.
Alkuri Global Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. While Alkuri Global Acquisition Corp. may pursue a business combination in any industry, the company intends to favor next-generation technology businesses led by visionary founders and teams leveraging data and artificial intelligence in the areas of Consumer Internet and Marketplaces, Healthtech, Fintech and Mobility.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated. 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 prospectus for the IPO 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 --
Alkuri Global Acquisition Corp.
4325 Hillsboro Pike, Suite 300
Nashville, TN 37215
Bill Roberts
Alkuri Global
+1 872-215-1672
bill@alkuri.com