8-K 1 f8k110719_meridamerger1.htm CURRENT REPORT

 

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 7, 2019

 

MERIDA MERGER CORP. I

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-39119   84-2266022
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

 

641 Lexington Avenue, 18th Floor

New York, NY 10022

(Address of Principal Executive Offices) (Zip Code)

 

(917) 745-7085

(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 of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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))

 

Securities registered pursuant to section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of common stock and one-half of one redeemable warrant  

 MCMJU

 

 The Nasdaq Stock Market LLC

Common stock, par value $0.0001 per share

 

 MCMJ

 

The Nasdaq Stock Market LLC

Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share

 

 MCMJW

 

The Nasdaq Stock Market LLC

 

 

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 3.02.  Unregistered Sales of Equity Securities.

 

The information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02.

 

Item 8.01.  Other Events.

 

On November 7, 2019, the Company consummated the initial public offering (“IPO”) of 12,000,000 of its units (“Units”). Each Unit consists of one share of common stock, $.0001 par value (“Common Stock”), of the Company and one-half of one redeemable warrant (“Warrant”), with each whole warrant entitling the holder to purchase one share of Common Stock at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $120,000,000.

Simultaneously with the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of 3,750,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $3,750,000. The Private Placement Warrants were purchased by EarlyBirdCapital, Inc. and the Company’s sponsor, Merida Holdings, LLC. The Private Placement Warrants are identical to the Warrants included in the Units sold in the IPO, except that the Private Placement Warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial stockholders or their permitted transferees. The purchasers of the Private Placement Warrants have agreed not to transfer, assign, or sell any of the Private Placement Warrants or Ordinary Shares underlying the Private Placement Warrants (except to certain transferees) until 30 days after the completion of the Company’s initial business combination.

An audited balance sheet as of November 7, 2019 reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release issued by the Company announcing the consummation of the IPO and Private Placement is included as Exhibit 99.2 to this Current Report on Form 8-K.

On November 13, 2019, the Company consummated the sale of an additional 1,001,552 Units that were subject to the underwriters’ over-allotment option at $10.00 per Unit, generating gross proceeds of $10,015,520. Simultaneously with the closing of the sale of additional units, the Company consummated the sale of an additional 200,311 Private Warrants at a price of $1.00 per Private Warrant, generating total proceeds of $200,311. Following the closing of the over-allotment option and sale of additional Private Warrants, an aggregate amount of $130,015,520 has been placed in the Company’s trust account established in connection with the IPO.

Item 9.01.  Financial Statement and Exhibits.

(d)       Exhibits:

Exhibit   Description
99.1   Audited Balance Sheet.
     
99.2   Press Release Announcing Consummation of IPO.

 

 

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.

  MERIDA MERGER CORP. I
   
Dated: November 14, 2019 By:  /s/ Peter Lee
    Name: Peter Lee
Title:   President and Chief Financial Officer