Current Report Filing (8-k)
December 07 2022 - 5:02AM
Edgar (US Regulatory)
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2022-11-28
2022-11-28
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2022-11-28
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2022-11-28
2022-11-28
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GACQ:RedeemableWarrantsMember
2022-11-28
2022-11-28
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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
December 6, 2022 (November 28, 2022)
Date of Report (Date of earliest event reported)
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) |
|
Zip Code |
Registrant’s telephone number, including
area code: (404) 939-9419
N/A
(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 |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
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 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
As
previously disclosed, on December 13, 2021, Global Consumer Acquisition Corp., a Delaware corporation (“GACQ”
or the “Company”), entered into (i) a Stock Purchase Agreement (as amended by the First Amendment dated as of
June 24, 2022, the Second Amendment dated as of August 21, 2022 and the Third Amendment dated as of September 27, 2022, the “Luminex
SPA”) with CLP Luminex Holdings, LLC, a Delaware limited liability company (“Luminex Seller”),
and Luminex Home Décor & Fragrance Holding Corporation, a Delaware corporation (“Luminex”), pursuant
to which a business combination between the Company and Luminex will be effected by the acquisition of 100% of the issued and outstanding
shares of capital stock of Luminex from Luminex Seller (the “Luminex Stock Acquisition”) and (ii) a Stock Purchase
Agreement (as amended by the First Amendment dated as of June 24, 2022 and the Second Amendment dated as of September 22, 2022, the “GP
Global SPA” and together with the Luminex SPA, the “Acquisition Agreements”) with TGP Trading
FZCO, a freezone company with limited liability organized in Dubai Airport Free Zone, Dubai, United Arab Emirates (“GP Global
Seller”), and GP Global Limited, an offshore company with limited liability organized in Jebel Ali Free Zone, Dubai, United
Arab Emirates (“GP Global”), pursuant to which a business combination between the Company and GP Global will
be effected by the acquisition of 100% of the issued and outstanding capital shares of GP Global from GP Global Seller (the “GP
Global Stock Acquisition”). Under the terms of the Acquisition Agreements, the consummation of the GP Global Stock Acquisition
is contingent upon the consummation of the Luminex Stock Acquisition.
On
November 28, 2022, Luminex Seller sent a notice to the Company (the “Notice”) purporting to terminate the Luminex
SPA pursuant to Section 8.2(b) thererof, alleging certain breaches by the Company of one or more representations, warranties, agreements
or covenants contained in the Luminex SPA. On December 6, 2022, the Company sent a reply to Luminex Seller rejecting the Notice and stating
that the claims in the Notice have no basis.
Pursuant
to its charter, if the Company does not consummate an initial business combination by December 11, 2022, the Company will be required
to dissolve and liquidate as soon as reasonably practicable. The Company has determined that neither the Luminex Stock Acquisition nor
the GP Global Stock Acquisition can be consummated prior to December 11, 2022. Accordingly, the Company is working with the trustee to
effect the dissolution and liquidation in accordance with the terms of its charter and as set forth in the prospectus issued in connection
with the Company’s initial public offering.
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: December 6, 2022
GLOBAL CONSUMER ACQUISITION CORP. |
|
|
By: |
/s/ Rohan Ajila |
|
Name: |
Rohan Ajila |
|
Title: |
Chief Executive Officer |
|
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