AFAQ AF Acquisition
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 29, 2021
AF Acquisition Corp.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
139 North County Road
Floor 2, Suite 35
Palm Beach, FL 33480
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (561) 838-9494
(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 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|
Name of each exchange
on which registered
|Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-third of one Redeemable Warrant||AFAQU||The Nasdaq Stock Market LLC|
|Shares of Class A common stock, par value $0.0001 per share, included as part of the Units||AFAQ||The Nasdaq Stock Market LLC|
|Redeemable Warrants included as part of the Units||AFAQW||The Nasdaq Stock Market LLC|
Emerging growth company ☒
Item 8.01. Other Events.
On March 23, 2021, AF Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 22,400,000 units (the “Units”), including 2,400,000 Units issued to the underwriter upon partial exercise of its over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. The Company granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any, of which 2,400,000 units were purchased concurrently with the closing of the IPO, generating additional gross proceeds to the Company of $24,000,000.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 4,486,667 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $6,730,000. The Private Placement Warrants are identical to the Warrants included in the Units sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. 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.
A total of $224,000,000, comprised of $219,520,000 of the proceeds from the IPO (which amount includes $7,840,000 of the underwriter’s deferred discount) and $4,480,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (b) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law.
An audited balance sheet as of March 23, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement, including the partial exercise of the underwriter’s over-allotment option, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statement and Exhibits.
|99.1||Audited Balance Sheet as of March 23, 2021.|
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.
|AF Acquisition Corp.|
/s/ Christopher Bradley
|Title:||Chief Financial Officer|
Dated: March 29, 2021