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 17, 2021
DHB Capital Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40126 | 85-4335869 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
5 Brewster Street #2105
Glen Cove, NY 11542
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (646) 450-5664
Not Applicable
(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)) |
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-third of one Redeemable Warrant | DHBCU | The Nasdaq Stock Market LLC | ||
| Class A Common Stock, par value $0.0001 per share | DHBC | The Nasdaq Stock Market LLC | ||
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | DHBCW | The Nasdaq Stock Market LLC |
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.
As previously reported on a Current Report on Form 8-K of DHB Capital Corp. (the “Company”), on March 4, 2021, the Company consummated its initial public offering (the “IPO”) of 25,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000. The Company had granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any.
On March 15, 2021, the Underwriters exercised their over-allotment option in full, and the closing of the issuance and sale of the additional 3,750,000 Units (the “Over-Allotment Units”) occurred on March 17, 2021, generating gross proceeds of $37,500,000.
As previously reported on a Current Report on Form 8-K of the Company, on March 4, 2021, simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 4,666,667 Warrants (the “Private Placement Warrants”) to DHB Capital LLC (the “Sponsor”) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,000,000. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 500,000 Private Placement Warrants to the Sponsor at a price of $1.50 per Private Placement Warrant, generating an additional $750,000 of gross proceeds.
An audited balance sheet as of March 4, 2021 reflecting receipt of the net proceeds from the IPO and the sale of the Private Placement Warrants on March 4, 2021, but not the proceeds from the sale of the Over-Allotment Units on March 17, 2021, had been filed on a Current Report on Form 8-K on March 10, 2021.
A copy of the press release issued by the Company announcing the exercise of the over-allotment option is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statement and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated March 18, 2021. |
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.
Dated: March 18, 2021
| DHB CAPITAL CORP. | ||
| By: | /s/ Alex Binderow | |
| Alex Binderow | ||
| Chief Executive Officer & President | ||
Exhibit 99.1
DHB Capital Corp. Announces Closing of Over-Allotment Option
in Connection with its Initial Public Offering
New York, NY, March 18, 2021 /PRNewswire/ -- DHB Capital Corp. (Nasdaq: DHBCU) (the “Company”) announced that the closing of the issuance of an additional 3,750,000 units pursuant to the full exercise of the underwriters’ over-allotment option in connection with the Company’s initial public offering occurred yesterday, March 17, 2021. The additional units were sold at the initial offering price of $10.00 per unit, resulting in additional gross proceeds of $37,500,000 and bringing the total gross proceeds of the initial public offering to $287,500,000.
The Company’s units began trading on the Nasdaq Stock Market under the ticker symbol “DHBCU” on Tuesday, March 2, 2021. Each unit consists of one share of the Company’s Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A common stock and warrants are expected to be listed on the Nasdaq Stock Market under the symbols “DHBC” and “DHBCW,” respectively.
The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any industry, it currently intends to concentrate its efforts in identifying businesses in the financial and business services industry, with a focus on differentiated financial services and financial services-adjacent platforms. The Company is led by Richard M. DeMartini, Co-Executive Chairman, Robert J. Hurst, Co-Executive Chairman, and Alex Binderow, Chief Executive Officer, President and Director.
BofA Securities and RBC Capital Markets, LLC acted as joint book-running managers.
Of the proceeds received from the consummation of the initial public offering (as well as the exercise of the option to purchase additional units) and related private placements of warrants, $287,500,000 (or $10.00 per unit sold in the public offering) was placed in trust.
The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, or by emailing dg.prospectus_requests@bofa.com; or RBC Capital Markets, LLC, Attn: RBC Capital Markets, LLC, Attn: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, New York 10821, telephone: (877) 822-4089 or email: equityprospectus@rbccm.com.
A registration statement relating to the securities sold in the initial public offering has been filed with, and declared effective by, the Securities and Exchange Commission (“SEC”) on Monday, March 1, 2021. 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 offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities sold in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act and applicable state securities laws.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds thereof. 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 Company’s 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.
Contact
Alex Binderow
Chief Executive Officer and President
DHB Capital Corp.
Tel: (646) 450-5664
Email: abinderow@dhbcap.com