Current Report Filing (8-k)
November 06 2019 - 8:52AM
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): November 6, 2019
Sentinel
Energy Services Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-
38271
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98-1370747
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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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700
Louisiana Street, Suite 2700
Houston,
Texas 77002
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (281) 407-0686
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:
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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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STNL
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The Nasdaq Stock Market LLC
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Warrants to purchase one share of Class A Common Stock
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STNLW
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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 one-third of one Warrant
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STNLU
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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
7.01
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Regulation
FD Disclosure.
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On
November 6, 2019, Sentinel Energy Services Inc. (the “Company”) issued a press release announcing that its board of
directors has determined to cancel its special meeting of stockholders (the “Special Meeting”) that was scheduled
for November 6, 2019, and to redeem all of its outstanding shares of Class A common stock, effective as of the close of business
on November 7, 2019, because the Company will not be able to consummate an initial business combination within the time period
required by its certificate of incorporation.
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
9.01
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Financial
Statements and Exhibits.
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The
following document is attached as an exhibit to this Current Report on Form 8-K.
Cautionary
Note Regarding Forward-Looking Statements
Certain
information contained in this Current Report on Form 8-K may be deemed to constitute forward-looking statements within the meaning
of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
relate to expectations or forecasts for future events, including, without limitation, the redemption of the Company’s public
shares. These statements may be preceded by, followed by or include the words “may,” “might,” “will,”
“will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,”
“intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,”
“target” or similar expressions. Such statements are subject to certain risks and uncertainties that could cause our
actual results in the future to differ materially from the Company’s historical results and those presently anticipated
or projected. The Company wishes to caution investors not to place undue reliance on any such forward-looking statements. Any
forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation
to update such statements to reflect events or circumstances arising after such date. The Company assumes no obligation to update
forward-looking statements except to the extent required by applicable securities laws. If the Company does update one or more
forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or
other forward-looking statements.
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.
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SENTINEL
ENERGY SERVICES INC.
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By:
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/s/
Krishna Shivram
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Name:
Krishna Shivram
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Title:
Chief Executive Officer
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Dated:
November 6, 2019
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