Current Report Filing (8-k)
July 24 2019 - 3:31PM
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): July 24, 2019
GREENLAND
ACQUISITION CORPORATION
(Exact
name of registrant as specified in its charter)
British
Virgin Islands
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001-38605
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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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Suite
906, Tower W1, Oriental Plaza
No.
1 East Chang’an Street, Dongcheng District
Beijing,
People’s Republic of China
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100006
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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:
(86) 010-53607082
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:
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☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on
which registered
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Ordinary shares,
no par value
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GLAC
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The NASDAQ Stock
Market LLC
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Warrants to purchase
one-half of one ordinary share
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GLACW
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The NASDAQ Stock
Market LLC
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Rights to receive
one-tenth (1/10) of one ordinary share
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GLACR
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The NASDAQ Stock
Market LLC
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Units, each consisting
of one ordinary share, one right and one warrant
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GLACU
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The NASDAQ Stock
Market LLC
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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 ☒
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
July 24, 2019, Greenland Acquisition Corporation (the “Company”) issued an unsecured promissory note in the amount
of $440,000, representing $0.10 per public share, to Greenland Asset Management Corporation (the “Sponsor”). The Sponsor
deposited such funds into the Company’s trust account (the “Trust Account”), 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 October 25, 2019. The note bears no interest and
is repayable in full upon consummation of the Company’s initial business combination. A copy of the note is attached as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On
April 29, 2019, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company borrowed an aggregate
principal amount of $250,000. The note is non-interest bearing and payable upon the consummation of a business combination. On
July 24, 2019, such note was amended and restated to include a conversion feature. A copy of the note is attached as Exhibit 10.2
to this Current Report on Form 8-K and is incorporated herein by reference.
The
disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to
the notes.
Item
8.01 Other Events
On
July 24, 2019, the Company issued a press release announcing the extension of the period of time the Company has to consummate
a business combination. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated
by reference into this Item 8.01.
Item
9.01
Financial Statements and Exhibits
(d)
Exhibits.
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:
July 24, 2019
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GREENLAND ACQUISITION CORPORATION
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By:
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/s/
Yanming Liu
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Name: Yanming
Liu
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Title: Chairman and Chief Executive Officer
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