Current Report Filing (8-k)
13 Julho 2016 - 1:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 13, 2016
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TERRAPIN 3 ACQUISITION CORPORATION
(Exact name of registrant as specified
in its charter)
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Delaware
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001-36547
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46-4388636
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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c/o Terrapin Partners, LLC
1700 Broadway, 18th Floor
New York, New York 10019
(Address of Principal Executive Offices)
(Zip Code)
(212) 710-4100
(Registrant’s Telephone Number,
Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
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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 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
.
On July 13, 2016, Terrapin
3 Acquisition Corporation, a Delaware corporation (the “Company”), convened and then adjourned, without conducting
any business, its special meeting of stockholders (the “special meeting”) until Tuesday, July 19, 2016, at 10:00 a.m.
Eastern Time, at which time the Company’s stockholders will vote on the proposals described in the proxy statement filed
with the Securities and Exchange Commission on June 10, 2016. At the special meeting, stockholders of the Company will be asked
to vote on a proposal to amend (the “Charter Amendment”) the Company’s amended and restated certificate of incorporation
to extend the date by which the Company has to consummate a business combination for an additional 150 days, from July 22, 2016
to December 19, 2016 (the “Extended Date”), provided that the Company has executed a definitive agreement for a business
combination on or before July 22, 2016; and a proposal to amend (the “Trust Amendment”) the Company’s investment
management trust agreement, dated July 16, 2014, by and between the Company and Continental Stock Transfer & Trust Company
to extend the date on which to commence liquidating the trust account established in connection with the Company’s initial
public offering in the event the Company has not consummated a business combination by the Extended Date. The special meeting will
still be held at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166.
In connection with
the adjournment of the special meeting, the Company is extending the deadline for holders of the Company’s Class A common
stock to exercise their right to redeem their shares for their pro rata portion of the funds available in the Company’s
trust account in connection with the Charter Amendment and the Trust Amendment to the close of business on July 15, 2016 (two business
days before the special meeting).
Only holders of record
of the Company’s common stock at the close of business on May 27, 2016 will be entitled to vote and have their votes counted
at the special meeting and any adjournments or postponements of the special meeting.
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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TERRAPIN 3 ACQUISITION CORPORATION
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By:
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/s/ Sanjay Arora
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Name:
Title:
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Sanjay Arora
Chief Executive Officer
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Date: July 13, 2016
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