Item 3.02 Unregistered Sales of
On
Following the Conversion, there are 4,400,794 shares of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding. After such Conversion, the Sponsor held 3,033,905 shares of Class A Common Stock and one share of Class B Common Stock. The Sponsor then transferred 533,525 shares of Class A Common Stock to certain members of the Sponsor. Subsequent to those transfers, the Sponsor holds 2,500,380 shares of Class A Common Stock and one share of Class B Common Stock, as well as 653,750 shares of Class A Common Stock underlying private placement units, which units were acquired by the Sponsor in connection with the Company's initial public offering.
The issuance of the shares of Class A Common Stock upon the Conversion have not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
Item 7.01 Regulation FD Disclosure.
The disclosure set forth above in Item 3.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.
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