Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 3.02 is incorporated by reference in this item
to the extent required herein.
Item 3.02 Unregistered Sales of Equity Securities.
Between July 2019 and December 31, 2019, Jeffrey Schwarz, the Chief Executive
Officer of HL Acquisitions Corp. (the "Company"), and his affiliates have made
an aggregate of $650,000 of loans to the Company for working capital purposes,
which are evidenced by promissory notes in an aggregate principal amount of
$650,000 (the "Notes"). The Notes are non-interest bearing and payable upon the
consummation by the Company of a merger, share exchange, asset acquisition, or
other similar business combination, with one or more businesses or entities (a
"Business Combination"). Upon consummation of a Business Combination,
approximately $500,000 of the principal balance of the Notes may be converted,
at the holder's option, into warrants of the Company at a price of $1.00 per
warrant, with the balance of the Notes being payable in cash. The terms of the
warrants will be identical to the warrants issued by the Company in its initial
public offering, except the warrants will be non-redeemable and may be exercised
on a cashless basis, in each case so long as they continue to be held by the
initial holder or its permitted transferees. If a Business Combination is not
consummated, the Notes will not be repaid by the Company and all amounts owed
thereunder by the Company will be forgiven except to the extent that the Company
has funds available to it outside of its trust account established in connection
with the initial public offering (the "Trust Account"). The issuance of the
Notes was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as
amended.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
The information included in Item 5.07 is incorporated by reference in this item
to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 2, 2020, the Company held an extraordinary general meeting of its
shareholders (the "Meeting"). At the Meeting, the Company's shareholders
considered the following proposals:
1. A proposal to to amend the Company's amended and restated memorandum
and articles of association (the "charter") to allow the Company, by Resolution
of Members passed by Members holding 65% of the ordinary shares issued by the
Company, to extend the date by which the Company has to consummate a business
combination (the "Extension"). The following is a tabulation of the votes with
respect to this proposal, which was approved by the Company's shareholders:
For Against Abstain Broker Non-Votes
5,846,539 7,098 0 0
In connection with this vote, the holders of 275,984 ordinary shares of the
Company exercised their right to convert their shares into cash at a conversion
price of approximately $10.33 per share, for an aggregate conversion amount of
approximately $2.85 million.
2. A proposal to approve an extension to the date by which the Company has to
consummate a business combination from January 2, 2020 to March 2, 2020. The
following is a tabulation of the votes with respect to this proposal, which was
approved by the Company's shareholders:
For Against Abstain Broker Non-Votes
5,846,539 7,098 0 0
Following the Meeting, the Company filed the amendment to the charter with the
British Virgin Islands Registrar of Corporate Affairs.
Upon filing of the amendment to the charter, the Company deposited $0.03 for
each public share that was not converted in connection with the Extension, or an
aggregate of approximately $156,720, into the Trust Account for the first 30-day
extension period. The Company now has until February 2, 2020 to consummate an
initial business combination, or determine to deposit additional funds into the
Trust Account for one additional 30-day extension period.
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