Current Report Filing (8-k)
29 August 2017 - 10:13PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 29, 2017 (August 24, 2017)
STELLAR
ACQUISITION III INC.
(Exact
name of registrant as specified in its charter)
Republic
of Marshall Islands
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001-37862
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N/A
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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90
Kifissias Avenue, Maroussi Athens, Greece
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15125
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
+30 210 876-4858
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 to the registrant
under any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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 ☒
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 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On August 24, 2017, Stellar
Acquisition III Inc. (the “Company”) issued unsecured promissory notes (the “Notes”) in the aggregate
amount of $303,300 to affiliates of Mr. Prokopios (Akis) Tsirigakis, the Company’s Chairman of the Board, co-Chief
Executive Officer and President, and of Mr. George Syllantavos, the Company’s co-Chief Executive Officer, Chief
Financial Officer, Secretary and Director (collectively, the “Sponsors”).
The Sponsors deposited into the Company’s
trust account (the “Trust Account”) an aggregate of $303,300 and the Company instructed the trust agent to apply toward
the principal held in the Trust Account $99,236 of interest earned on the funds in the Trust Account available for withdrawal,
representing an aggregate of $402,536, or $0.058 per public share, as described in the prospectus filed by the Company in connection
with the Company’s initial public offering. As a result, the period of time the Company has to consummate a business combination
has been extended by three months to November 24, 2017.
The
Notes bear no interest and are repayable in full upon consummation of the Company’s initial business combination. The
Sponsors have the option to convert any unpaid balance of the Notes into warrants exercisable for shares of the
Company’s common stock, based on a conversion price of $0.50 per warrant. The terms of any such warrants shall be
identical to the terms of the warrants issued pursuant to the private placement that was consummated by the Company in
connection with the Company’s initial public offering.
The
issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”).
A
form of the Notes is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The
disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Notes.
Item
8.01 Other Events
A
copy of the press release issued by the Company announcing the extension of the period of time the Company has to consummate a
business combination is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01
Financial Statements and Exhibits
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:
August 29, 2017
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STELLAR
ACQUISITION III INC.
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By:
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/s/ Prokopios
(Akis) Tsirigakis
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Name:
Prokopios (Akis) Tsirigakis
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Title:
co-Chief Executive Officer
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3
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