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):
May 8, 2017
ATLANTIC
ALLIANCE PARTNERSHIP CORP.
(Exact
name of registrant as specified in its charter)
British
Virgin Islands
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001-37360
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N/A
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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590
Madison Avenue
New
York, New York 10022
(Address of principal executive offices, including Zip Code)
(212)
409-2434
(Registrant’s
telephone number, including area code)
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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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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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. ☐
COMMENCING
AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K, ATLANTIC ALLIANCE PARTNERSHIP CORP. (“AAPC”) INTENDS TO HOLD
PRESENTATIONS FOR CERTAIN OF ITS SHAREHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING AAPC’S SECURITIES,
IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION TRANSACTION WITH KALYX DEVELOPMENT INC. (“KAYLX”), AS DESCRIBED
IN THIS REPORT AND ITS EXHIBITS.
SHAREHOLDERS
OF AAPC AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, AAPC’S PRELIMINARY PROXY STATEMENT AND DEFINITIVE
PROXY STATEMENT, TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), IN CONNECTION WITH AAPC’S
SOLICITATION OF PROXIES FOR A SPECIAL MEETING OF ITS SHAREHOLDERS RELATED TO BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ AAPC’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
31, 2016 FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF AAPC’S OFFICERS AND DIRECTORS AND THEIR RESPECTIVE INTERESTS AS SECURITY
HOLDERS IN THE SUCCESSFUL CONSUMMATION OF THE TRANSACTIONS DESCRIBED HEREIN. AAPC’S DEFINITIVE PROXY STATEMENT WILL BE DELIVERED
TO SHAREHOLDERS OF AAPC AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSAL TO APPROVE THE TRANSACTIONS DESCRIBED
IN THIS REPORT. SHAREHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF SUCH DOCUMENTS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO:
ATLANTIC ALLIANCE PARTNERSHIP CORP., 590 MADISON AVENUE, NEW YORK, NY 10022. THESE DOCUMENTS, ONCE AVAILABLE, AND AAPC’S
ANNUAL REPORT ON FORM 10-K CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE
(HTTP://WWW.SEC.GOV).
CERTAIN
FINANCIAL INFORMATION AND DATA CONTAINED IN THE EXHIBITS HERETO ARE UNAUDITED AND DO NOT CONFORM TO SEC REGULATION S-X. ACCORDINGLY,
SUCH INFORMATION AND DATA MAY BE ADJUSTED AND PRESENTED DIFFERENTLY IN AAPC’S PRELIMINARY AND DEFINITIVE PROXY STATEMENTS
TO SOLICIT SHAREHOLDER APPROVAL OF THE TRANSACTIONS DESCRIBED HEREIN AND TO AAPC SHAREHOLDERS IN CONNECTION THEREWITH.
ADDITIONAL
INFORMATION AND FORWARD-LOOKING STATEMENTS
THIS
REPORT AND THE EXHIBITS HERETO ARE NOT A PROXY STATEMENT OR SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO
ANY SECURITIES OR IN RESPECT OF THE PROPOSED TRANSACTION DESCRIBED HEREIN AND IN THE EXHBIITS HERETO AND SHALL NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF AAPC OR KAYLX, NOR SHALL THERE BE ANY SALE OF ANY SUCH
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 SUCH STATE OR JURISDICTION.
THIS
REPORT AND THE EXHIBITS HERETO INCLUDE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE SAFE HARBOR PROVISIONS
OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF WORDS
SUCH AS "ANTICIPATES", "BELIEVES", "CONTINUE", "EXPECTS", "ESTIMATES", "INTENDS",
"MAY", "OUTLOOK", "PLANS", "POTENTIAL", "PROJECTS", "PREDICTS", "SHOULD",
"WILL", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY. SUCH FORWARD-LOOKING STATEMENTS
WITH RESPECT TO THE TIMING OF THE PROPOSED MERGER, AS WELL AS THE EXPECTED PERFORMANCE, STRATEGIES, PROSPECTS AND OTHER ASPECTS
OF THE BUSINESSES OF THE PARTIES TO THE MERGER AND THE COMBINED COMPANY AFTER COMPLETION OF THE PROPOSED MERGER, ARE BASED ON
CURRENT EXPECTATIONS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES.
A
NUMBER OF FACTORS COULD CAUSE ACTUAL RESULTS OR OUTCOMES TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.
THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: (1) THE OCCURRENCE OF ANY EVENT, CHANGE OR OTHER CIRCUMSTANCES THAT COULD GIVE
RISE TO THE TERMINATION OF THE MERGER (INCLUDING THE FAILURE TO CONSUMMATE THE PRIVATE PLACEMENT DESCRIBED IN THE EXHIBITS HERETO);
(2) THE OUTCOME OF ANY LEGAL PROCEEDINGS THAT MAY BE INSTITUTED AGAINST AAPC, KALYX OR OTHERS FOLLOWING ANNOUNCEMENT OF THE TRANSACTIONS
DESCRIBED HEREIN; (3) THE INABILITY TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTIONS DESCRIBED HEREIN DUE TO THE
FAILURE TO OBTAIN APPROVAL OF THE SHAREHOLDERS OF AAPC OR KALYX OR OTHER CONDITIONS TO CLOSING IN SUCH TRANSACTION; (4) THE RISK
THAT AAPC AND KAYLX MAY BE UNABLE TO SECURE A U.S. NATIONAL EXCHANGE LISTING FOR THE POST-TRANSACTION ENTITY; (5) THE RISK THAT
THE PROPOSED TRANSACTION DISRUPTS CURRENT PLANS AND OPERATIONS AS A RESULT OF THE ANNOUNCEMENT AND CONSUMMATION OF THE TRANSACTIONS
DESCRIBED HEREIN; (6) THE ABILITY TO RECOGNIZE THE ANTICIPATED BENEFITS OF SUCH TRANSACTION, WHICH MAY BE AFFECTED BY, AMONG OTHER
THINGS, COMPETITION, THE ABILITY OF THE COMBINED COMPANY TO GROW AND MANAGE GROWTH PROFITABLY, MAINTAIN RELATIONSHIPS WITH TENANTS
AND RETAIN ITS KEY EMPLOYEES; (7) COSTS RELATED TO THE PROPOSED TRANSACTION; (8) CHANGES IN APPLICABLE LAWS OR REGULATIONS OR
THEIR INTERPRETATION OR APPLICATION (INCLUDING, NOTABLY, FEDERAL AND STATE LAWS RELATED TO THE USE, CULTIVATION AND DISTRIBUTION
OF CANNABIS-BASED PRODUCTS); (9) THE POSSIBILITY THAT AAPC OR KALYX MAY BE ADVERSELY AFFECTED BY OTHER ECONOMIC, BUSINESS, AND/OR
COMPETITIVE FACTORS; (10) FUTURE EXCHANGE AND INTEREST RATES; (11) DELAYS IN OBTAINING, ADVERSE CONDITIONS CONTAINED IN, OR THE
INABILITY TO OBTAIN NECESSARY REGULATORY APPROVALS OR COMPLETE REGULATORY REVIEWS REQUIRED TO COMPLETE THE PROPOSED TRANSACTIONS;
AND (12) OTHER RISKS AND UNCERTAINTIES INDICATED IN THE PROXY STATEMENT TO BE FILED BY AAPC WITH THE SEC, INCLUDING THOSE UNDER
"RISK FACTORS" THEREIN, AND OTHER FILINGS WITH THE SEC BY AAPC OR KALYX. THESE FACTORS ARE NOT INTENDED TO BE AN ALL-ENCOMPASSING
LIST OF RISKS AND UNCERTAINTIES.
THE
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT AND ITS EXHIBITS ARE BASED ON AAPC’S AND KALYX’S CURRENT EXPECTATIONS
AND BELIEFS CONCERNING FUTURE DEVELOPMENTS AND THEIR POTENTIAL EFFECTS ON AAPC AND KALYX. FUTURE DEVELOPMENTS AFFECTING AAPC AND
KALYX MAY NOT BE THOSE THAT WE HAVE ANTICIPATED. THESE FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS, UNCERTAINTIES (SOME
OF WHICH ARE BEYOND AAPC’S AND KAYLX’S CONTROL) AND OTHER ASSUMPTIONS THAT MAY CAUSE ACTUAL RESULTS OR PERFORMANCE
TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. SHOULD ONE OR MORE OF THESE RISKS
OR UNCERTAINTIES MATERIALIZE, OR SHOULD ANY OF THE ASSUMPTIONS MADE PROVE INCORRECT, ACTUAL RESULTS MAY VARY IN MATERIAL RESPECTS
FROM THOSE PROJECTED IN THESE FORWARD-LOOKING STATEMENTS. AAPC UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS MAY BE REQUIRED UNDER APPLICABLE SECURITIES
LAWS.
BY
THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES
THAT MAY OR MAY NOT OCCUR IN THE FUTURE. READERS ARE CAUTIONED THAT FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE
AND THAT ACTUAL RESULTS OF OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY, AND DEVELOPMENTS IN THE INDUSTRY IN WHICH AAPC AND KAYLX
OPERATE MAY DIFFER MATERIALLY FROM THOSE MADE IN OR SUGGESTED BY THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT OR ITS
EXHIBITS. IN ADDITION, EVEN IF RESULTS OR OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY, AND DEVELOPMENTS IN THE INDUSTRY IN WHICH
AAPC AND KALYX OPERATE ARE CONSISTENT WITH THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT AND ITS EXHIBITS, THOSE RESULTS
OR DEVELOPMENTS MAY NOT BE INDICATIVE OF RESULTS OR DEVELOPMENTS IN SUBSEQUENT PERIODS.
Item
7.01
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Regulation
FD Disclosure.
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Item
8.01.
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Other
Events.
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On May 8, 2017, Atlantic Alliance Partnership
Corp. (the “Company”) issued a press release announcing that the Company had entered into a definitive merger agreement,
dated May 8, 2017, with Kalyx Development Inc., a private real estate investment trust focused on owning and operating commercial
real estate facilities leased to cultivators, processors and/or distributors in the regulated U.S. cannabis industry (“Kalyx”)
under which, subject to certain closing conditions, Kalyx will merge with and into AAPC. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
Commencing after the filing of this
Current Report on Form 8-K, the Company intends to hold presentations for certain of its shareholders, as well as other persons
who might be interested in purchasing the Company’s securities, in connection with the proposed business combination transaction
Kaylx described in this Current Report and its exhibits. A copy of the written materials that the Company intends to use in connection
with these presentations is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item
9.01.
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Financial
Statements and Exhibits.
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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:
May 8, 2017
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ATLANTIC
ALLIANCE PARTNERSHIP CORP.
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By:
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/s/
Jonathan Mitchell
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Name: Jonathan
Mitchell
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Title: Chief
Financial Officer
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5
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