Current Report Filing (8-k)
February 04 2021 - 4:01PM
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): February 4, 2021
KINS Technology
Group Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-39642
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85-2104918
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(State or other
jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Four Palo Alto Square, Suite 200
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3000 El Camino Real
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Palo Alto, CA
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94306
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(Address of principal executive offices)
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(Zip Code)
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(650) 575-4456
(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:
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¨
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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 Securities
Exchange Act of 1934:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
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KINZU
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The Nasdaq Stock Market LLC
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Class A common stock, par value $0.0001 per share
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KINZ
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The Nasdaq Stock Market LLC
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Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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KINZW
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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 x
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. ¨
On February 4, 2021, KINS Technology Group Inc. (the
“Company”) announced that the holders of the Company’s units sold in the Company’s initial public offering
(the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (“Class
A Common Stock”), and redeemable warrants included in the Units commencing on February 4, 2021. Each Unit consists of one
share of Class A Common Stock and one-half of one redeemable warrant to purchase one share of Class A Common Stock. Any Units not
separated will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “KINZU.” Any
underlying shares of Class A Common Stock and redeemable warrants that are separated will trade on Nasdaq under the symbols “KINZ”
and “KINZW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants
will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s
transfer agent, in order to separate such holders’ Units into shares of Class A Common Stock and redeemable warrants.
A copy of the press release issued by the Company
announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
This report may include “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, including with respect to the anticipated separate trading of the Company’s Class A Common Stock and redeemable
warrants and the pursuit of an initial business combination. All statements other than statements of historical fact included in
this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management
team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions
made by, and information currently available to, the Company’s management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the
Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable
to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section
of the Company’s registration statements and prospectus relating to the Company’s initial public offering filed with
the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to
update these statements for revisions or changes after the date of this release, except as required by law.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibits are filed with this
Form 8-K:
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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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KINS Technology Group Inc.
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Date: February 4, 2021
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By:
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/s/ Khurram P. Sheikh
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Name:
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Khurram P. Sheikh
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Title:
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Chief Executive Officer
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[Signature Page to Unit Separation 8-K]
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