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): October 23, 2019 (October 17, 2019)
GALILEO ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39092 | N/A |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1049 Park Ave. 14A
New York, NY 10028
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (347) 517-1041
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 of 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)) |
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 Ordinary Share and one Redeemable Warrant | GLEO.U | The New York Stock Exchange | ||
| Ordinary Shares, par value $0.0001 per share | GLEO | The New York Stock Exchange | ||
| Warrants, each warrant exercisable for one Ordinary Share for $11.50 per share | GLEO WS | The New York Stock Exchange |
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 þ
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 1.01. Entry into a Material Definitive Agreement.
On October 22, 2019, Galileo Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 13,800,000 units (the “Units”), including 1,800,000 Units issued pursuant to the exercise in full of the underwriter’s over-allotment option. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant of the Company (“Warrant”), with each Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $138,000,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-234049) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 2, 2019 (as amended, the “Registration Statement”):
| · | An Underwriting Agreement, dated October 17, 2019, by and between the Company and EarlyBirdCapital, Inc., as the representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. | |
| · | A Warrant Agreement, dated October 17, 2019, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. | |
| · | A Letter Agreement, dated October 17, 2019, by and among the Company, its officers, its directors and the Company’s sponsor, Galileo Founders Holdings, L.P. (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. | |
| · | An Administrative Services Agreement, dated October 17, 2019, by and between the Company and Ampla Capital, LLC a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. | |
| · | An Investment Management Trust Agreement, dated October 17, 2019, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| · | A Registration Rights Agreement, dated October 17, 2019, by and among the Company, the Sponsor and the investors party thereto, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. | |
| · | A Warrant Subscription Agreement, dated October 17, 2019 by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. | |
| · | A Warrant Subscription Agreement, dated October 17, 2019 by and between the Company and the Representative, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. | |
| · | A Business Combination Marketing Agreement, dated October 17, 2019 by and between the Company and the Representative, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. | |
| · | A Stock Escrow Agreement between the Company, the Sponsor and Continental Stock & Transfer Company, a copy of which is attached as Exhibit 10.8 hereto and incorporated by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of an aggregate of 4,110,000 warrants (the “Private Placement Warrants”), including 3,562,000 Private Placement Warrants to the Sponsor, and 548,000 Private Placement Warrants to the Representative, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $4,110,000. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO except that the Private Placement Warrants are not redeemable by the Company so long as they are held by the initial holders or its permitted Transferees. No underwriting discounts or commissions were paid with respect to such sales. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On October 17, 2019, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association with the Cayman Islands General Registry, effective the same day. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $138,000,000of the proceeds from the IPO and the sale of the Private Placement Warrants was placed in a U.S.-based trust account, maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account except as set forth in the Registration Statement.
On October 17, 2019, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On October 22, 2019, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
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.
| GALILEO ACQUISTION CORP. | ||
| By: | /s/ Luca Giacometti | |
| Name: Luca Giacometti | ||
| Title: Chief Executive Officer | ||
| Dated: October 23, 2019 | ||