WYIGU TMSR Holding Company Limited

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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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): September 9, 2015 (September 9, 2015)

 

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	JM GLOBAL HOLDING COMPANY
	(Exact name of registrant as specified in its charter)

 

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Delaware		001-37513		47-3709051
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

1615 South Congress Avenue Suite 103 Delray Beach, Florida		33445
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code:  (561) 900-3672

 

Not Applicable

 (Former name or former address, if changed since last report)

 

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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)

 

¨	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))

 

 

 

Item 8.01     Other Events

 

Separate Trading of Common Stock and Warrants

 

On September 9, 2015, JM Global Holding Company (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the common stock and warrants included in the Units commencing on September 11, 2015. Each Unit consists of one share of common stock, par value $0.0001 per share, and one warrant to purchase one-half of one share of common stock. Any Units not separated will continue to trade on the NASDAQ Capital Market under the symbol “WYIGU”. Any underlying shares of common stock and warrants that are separated are expected to trade on the NASDAQ Capital Market under the symbols “WYIG” and “WYIGW”, 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 holders’ Units into shares of common stock and warrants.

 

A copy of the Press Release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

 

Forfeiture of Founder Shares

 

As a result of the underwriter’s determination not to exercise its over-allotment option to purchase additional Units, Zhong Hui Holding Limited, an initial stockholder of the Company, forfeited an aggregate of 192,188 shares of Common Stock. As a result of such forfeiture, there are 6,562,500 shares of Common Stock issued and outstanding as of the date of this report.

 

Exhibit Number		Description
99.1		Press Release dated September 9, 2015

 

 

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: September 9, 2015

 

	JM GLOBAL HOLDING COMPANY
	By:	/s/ Tim Richerson
		Name: Tim Richerson
		Title: Chief Executive Officer

 

 

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Exhibit 99.1

 

JM GLOBAL HOLDING COMPANY COMMON STOCK AND WARRANTS

TO COMMENCE TRADING SEPARATELY ON SEPTEMBER 11, 2015

 

NEW YORK, NY, September 9, 2015 – JM Global Holding Company (the “Company”) (NASDAQ: WYIGU) today announced that the holders of the Company’s units may elect to separately trade the common stock and warrants underlying the units commencing September 11, 2015. Those units not separated will continue to trade on the NASDAQ Capital Market under the symbol “WYIGU” and the common stock and the warrants are expected to trade under the symbols “WYIG” and “WYIGW”, respectively.

 

Cantor Fitzgerald & Co. acted as sole underwriter for the offering.

 

A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission on July 23, 2015. 

 

This press release shall not constitute an offer to sell nor the solicitation of an offer to buy, any 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. A copy of the final prospectus relating to the offering may be obtained for free by visiting the U.S. Securities and Exchange Commission website at http://www.sec.gov. Alternatively, a copy of the prospectus related to this offering may be obtained from Cantor Fitzgerald & Co., 499 Park Avenue, 5th Floor, New York, NY 10022 Attention: Capital Markets, email: Prospectus@Cantor.com.

 

FORWARD-LOOKING STATEMENTS

 

This press release contains statements that constitute “forward-looking statements.” 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 offering filed with the Securities and Exchange Commission (“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:

Tim Richerson

Chief Executive Officer

JM Global Holding Company

561-900-3672