Current Report Filing (8-k)
November 20 2020 - 4:31PM
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):
November 20, 2020
Recharge
Acquisition Corp.
(Exact name of registrant as specified in
its charter)
Delaware
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001-39578
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85-1873676
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1900 Main Street, Suite 201
Sarasota, Florida 34236
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (937) 610-4057
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 Act:
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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RCHGU
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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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RCHG
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share Class A Common Stock for $11.50 per share
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RCHGW
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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 þ
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 8.01. Other Events.
Separate Trading of Units, Class A Common Stock and Warrants
As previously reported,
on September 30, 2020, Recharge Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial
public offering of 20,000,000 units (the “Units”) and on October 23, 2020, the Company consummated the sale of an additional
40,000 Units that were subject to the underwriters’ 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-half 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 $200,400,000.
On November 20, 2020,
the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing
that the holders of the Units may elect to separately trade shares of the Class A Common Stock and the Warrants comprising the
Units commencing on or about November 23, 2020. Those Units not separated will continue to trade on The Nasdaq Capital Market under
the symbol “RCHGU,” and the Class A Common Stock and Warrants that are separated will trade on The Nasdaq Capital Market
under the symbols “RCHG” and “RCHGW,” respectively. No fractional warrants will be issued upon separation
of the Units and only whole Warrants will trade. Holders of Units will need to instruct their brokers to contact Continental Stock
Transfer & Trust Company, the Company’s transfer agent, to separate their Units into shares of Class A Common Stock and
Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith:
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.
Dated: November 20, 2020
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Recharge Acquisition Corp.
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By:
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/s/
Anthony Kenney
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Name:
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Anthony Kenney
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Title:
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Chief Executive Officer
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