Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
December 07 2020 - 9:26AM
Edgar (US Regulatory)
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): December 7, 2020
HENNESSY
CAPITAL ACQUISITION CORP. IV
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
|
001-38824
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83-1476189
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(State
or Other Jurisdiction
of Incorporation)
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|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
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3415
N. Pines Way, Suite 204
Wilson, Wyoming
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83014
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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: (307) 201-1903
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:
☒
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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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Class
A Common Stock, par value $0.0001 per share
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HCAC
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The
Nasdaq Stock Market LLC
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Redeemable
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
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HCACW
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The
Nasdaq Stock Market LLC
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Units,
each consisting of one share of Class A Common Stock and three-quarters of one Redeemable Warrant
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HCACU
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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
8.01. Other Events.
On
December 7, 2020, Hennessy Capital Acquisition Corp. IV (“HCAC”) issued a press release (the “Press
Release”) announcing that (i) its registration statement on Form S-4 (File No. 333-248923), initially filed with the
U.S. Securities and Exchange Commission (“SEC”) on September 18, 2020 (as amended, the “Registration
Statement”), relating to the previously announced proposed business combination with Canoo Holdings Ltd. (“Canoo”)
and other transactions contemplated by that certain Merger Agreement and Plan of Reorganization, dated as of August 17, 2020,
by and among HCAC, HCAC IV First Merger Sub, Ltd., HCAC IV Second Merger Sub, LLC and Canoo (collectively, the “Business
Combination”), has been declared effective by the SEC as of December 4, 2020, and (ii) HCAC has established a record
date of October 27, 2020 (the “Record Date”) and a meeting date of December 21, 2020 for its special meeting
of stockholders (the “Special Meeting”) to approve the Business Combination. In light of the COVID-19 pandemic
and to support the well-being of HCAC’s stockholders and partners, the Special Meeting will be completely virtual.
A
copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
************
Additional
Information About the Business Combination and Where to Find It
In
connection with the Business Combination, HCAC filed the Registration Statement with the SEC, which includes the definitive proxy
statement to be distributed to holders of HCAC’s common stock in connection with HCAC’s solicitation of proxies for
the vote by HCAC’s stockholders with respect to the Business Combination and other matters as described in the Registration
Statement and a prospectus relating to the offer of the securities to be issued to the equity holders of Canoo in connection with
the Business Combination. The Registration Statement was declared effective by the SEC on December 4, 2020 and the definitive
proxy statement/prospectus and other relevant documents have been mailed to HCAC’s stockholders as of the Record Date. HCAC’s
stockholders and other interested persons are advised to read the definitive proxy statement / prospectus, in connection with
HCAC’s solicitation of proxies for the Special Meeting to be held to approve, among other things, the Business Combination,
because these documents contain important information about HCAC, Canoo and the Business Combination. Stockholders may also
obtain a copy of the definitive proxy statement/prospectus, as well as other documents filed with the SEC regarding the Business
Combination and other documents filed with the SEC by HCAC, without charge, at the SEC’s website located at www.sec.gov
or by directing a request to Nicholas A. Petruska, Executive Vice President, Chief Financial Officer, 3415 N. Pines Way, Suite
204, Wilson, Wyoming 83014 or by telephone at (307) 201-1903.
Participants
in the Solicitation
HCAC,
Canoo and certain of their respective directors, executive officers and other members of management and employees may, under SEC
rules, be deemed to be participants in the solicitation of proxies from HCAC’s stockholders in connection with the Business
Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of HCAC’s
stockholders in connection with the Business Combination, including a description of their direct and indirect interests, is set
forth in the Registration Statement filed with the SEC. You can find more information about HCAC’s directors and executive
officers in the Registration Statement. You may obtain free copies of these documents from the sources indicated above.
No
Offer or Solicitation
This
Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended,
or an exemption therefrom.
Item
9.01. Financial Statements and Exhibits.
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 7, 2020
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HENNESSY
CAPITAL ACQUISITION CORP. IV
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By:
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/s/
Nicholas A. Petruska
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Name:
Nicholas A. Petruska
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Title:
Chief Financial Officer
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