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): September 7, 2022
Global Consumer Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-40468 | 86-1229973 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
1926 Rand Ridge Court
Marietta, GA 30062
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (404) 939-9419
(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) |
| x | 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 common stock, par value $0.0001 per share and one-half of one warrant |
GACQU | The Nasdaq Stock Market LLC | ||
| Common stock, par value $0.0001 per share | GACQ | The Nasdaq Stock Market LLC | ||
| Redeemable warrants | GACQW | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 September 7, 2022, Global Consumer Acquisition Corp. (the “Company”) notified the trustee of the Company’s trust account (the “Trust Account”) that it was extending the time available to the Company to consummate its initial business combination from September 11, 2022 to December 11, 2022 (the “Extension”). The Extension provides the Company with additional time to complete its proposed business combination with GP Global Limited (“GP Global”) and Luminex Home Décor & Fragrance Holding Corporation (“Luminex”), industry leaders in branded, licensed and private label solutions in the Air Care and Personal Care sectors. The Extension is the second of up to two three-month extensions permitted under the Company’s governing documents.
In connection with the Extension, the Company’s sponsor, Global Consumer Acquisition LLC, will deposit an aggregate of $1,826,300 (the “Second Extension Payment”) into the Trust Account prior to September 11, 2022, on behalf of the Company. The sponsor will receive a non-interest bearing, unsecured promissory note equal to the Second Extension Payment that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside its trust account to do so. Such note would either be paid upon consummation of the Company’s initial business combination, or, at the relevant insider’s discretion, converted upon consummation of the Company’s business combination into additional private units at a price of $10.00 per unit.
The Company issued the release distributed herewith on September 7, 2022. 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 September 7, 2022 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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: September 7, 2022 | GLOBAL CONSUMER ACQUISITION CORP. | |
| By: | /s/ Rohan Ajila | |
| Name: | Rohan Ajila | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Global Consumer Acquisition Corp. Announces Intent to Extend Deadline to Complete Business Combination
Marietta, GA, September 7, 2022 — Global Consumer Acquisition Corp. (NASDAQ: GACQU, GACQ, GACQW) (“GACQ” or the “Company”), a special purpose acquisition company, announced today that, on September 7, 2022, it notified the trustee of the Company’s trust account of its intent to extend the time available to the Company to consummate a business combination from September 11, 2022 to December 11, 2022 (the “Extension”). The Extension is the second of up to two three-month extensions permitted under GACQ’s governing documents. In connection with such Extension, Global Consumer Acquisition LLC, the Company’s sponsor, will deposit an aggregate of $1,826,300 into GACQ’s trust account prior to September 11, 2022, on behalf of the Company. GACQ will issue a press release the day after the applicable deadline announcing that the funds have been timely deposited. The Extension provides GACQ with additional time to complete its proposed business combination with GP Global Limited (“GP Global”) and Luminex Home Décor & Fragrance Holding Corporation (“Luminex”), industry leaders in branded, licensed and private label solutions in the Air Care and Personal Care sectors.
About GACQ
Global Consumer Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Although it is not limited to a particular industry or geographic region for purposes of consummating an initial business combination, the Company intends to focus its search for a target business in the consumer products and services sectors.
About GP Global
GP Global’s primary assets are controlling stakes in MVP Group International, Inc. and Primacy Industries Ltd, two leading Air Care solution companies based out of the U.S. and India, respectively. Primacy Industries also has a strong, emerging personal care segment. GP Global has a strong portfolio of in-house brands coupled with existing partnerships with major retailers across Europe and the U.S. GP Global will bring key platform capabilities such as centres of excellence for digital & analytics, product development expertise, global sourcing & global manufacturing base to the combined entity.
About Luminex
Luminex, headquartered in the U.S. – formed through the merger of Candle-lite, a portfolio company of Centre Lane Partners, and PartyLite, a portfolio company of Carlyle Investment Management – has quickly grown into the #1 market leader in branded and private label solutions in Air Care in North America with top retailers as customers, with a heritage of 180+ years in manufacturing candles, as well as substantial direct to consumer presence in Europe through a combination of online and agency models.
Additional Information and Where to Find It
In connection with the proposed business combination, GACQ has filed with the SEC preliminary proxy statements and intends to file a definitive proxy statement in due course. Additionally, GACQ will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC’s website at www.sec.gov. Security holders of GACQ are urged to read the proxy statement and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release. GACQ’s stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC by GACQ, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: Global Consumer Acquisition Corp., 1926 Rand Ridge Court, Marietta GA, 30062.
Participants in Solicitation
GACQ and its directors and executive officers may, under the rules of the SEC, be deemed participants in the solicitation of proxies from GACQ’s shareholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in GACQ will be included in the proxy statement for the proposed business combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed business combination when available.
GP Global, Luminex and their respective directors and executive officers may, under the rules of the SEC, also be deemed to be participants in the solicitation of proxies from the shareholders of GACQ in connection with the proposed business combination. Information regarding such persons may be obtained by directing a request to: Global Consumer Acquisition Corp., 1926 Rand Ridge Court, Marietta GA, 30062.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, as amended, (the “PSLRA”), including statements with respect to the anticipated timing, completion and effects of the business combinations and the financial condition, results of operations, earnings outlook and prospects of GACQ, Luminex and/or GP Global and may include statements for the period(s) following the consummation of the Business Combination. Forward-looking statements are based on the current expectations and beliefs of the management of GACQ, Luminex and GP Global, as applicable, and are inherently subject to a number of risks, uncertainties and assumptions, and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual financial condition, results of operations, earnings and/or prospects to be materially different from those expressed or implied by these forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Most of these factors are outside GACQ, GP Global and Luminex’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive merger agreements (the “Agreements”); (2) the outcome of any legal proceedings that may be instituted against GACQ, GP Global and Luminex following the announcement of the Agreements and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of GACQ, GP Global and Luminex, certain regulatory approvals, or satisfy other conditions to closing in the Agreements; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreements or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on GP Global and Luminex’s business and/or the ability of the parties to complete the proposed business combination; (6) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations; (9) the possibility that GP Global, Luminex or GACQ may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in the final prospectus of GACQ for its initial public offering, including those under “Risk Factors” therein, and in GACQ’s other filings with the SEC. GACQ cautions that the foregoing list of factors is not exclusive. GACQ cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. GACQ does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
For investor and media inquiries, please contact:
IR@globalconsumercorp.com
1-800-955-8380