8-K
Coeptis Therapeutics Holdings, Inc. (COEP)
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): December 10, 2020
Bull Horn Holdings Corp.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 001-39669 | 98-1465952 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
801 S. Pointe Drive, Suite TH-1
Miami Beach, Florida 33139
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (305) 671-3341
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:
| ☐ | 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 | TradingSymbol(s) | Name of each exchange onwhich registered |
|---|---|---|
| Units, each consisting of one Ordinary Share and one Redeemable Warrant | BHSEU | The Nasdaq Stock Market LLC |
| Ordinary Share of no par value | BHSE | The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one-half of one Ordinary Share at an exercise price of $11.50 | BHSEW | 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 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, Ordinary Share and Warrants
As previously reported, on November 3, 2020, Bull Horn Holdings Corp., a British Virgin Islands business company (the “Company”), consummated its initial public offering (the “IPO”) of 7,500,000 units (the “Units”). Each Unit consists of one ordinary share, no par value, of the Company (the “Ordinary Shares”) and one redeemable warrant of the Company (the “Warrants”), with each Warrant entitling the holder thereof to purchase one-half of one Ordinary Share for $11.50 per whole share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $75,000,000. The Company granted the underwriters in the IPO a 45-day option to purchase up to 1,125,000 additional Units solely to cover over-allotments, if any (the “Over-Allotment Option”). On December 10, 2020, the underwriters notified the Company that they would not be exercising the Over-Allotment Option and as a result, Bull Horn Holdings Sponsor LLC, the Company’s sponsor, returned 281,250 Ordinary Shares to the Company for no consideration and such Ordinary Shares were canceled.
On December 15, 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 the Ordinary Shares and the Warrants comprising the Units commencing on December 17, 2020. Those Units not separated will continue to trade on The Nasdaq Capital Market under the symbol “BHSEU,” and the Ordinary Share and Warrants that are separated will trade on The Nasdaq Capital Market under the symbols “BHSE” and “BHSEW”, respectively. 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 Ordinary Share and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith:
| Exhibit No. | Description of Exhibits |
|---|---|
| 99.1 | Press Release, dated December 15, 2020. |
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.
| Bull Horn Holdings Corp. | |||
|---|---|---|---|
| By: | /s/ Robert Striar | ||
| Name: | Robert Striar | ||
| Title: | Chief Executive Officer | ||
| Dated: December 15, 2020 |
Exhibit 99.1
Bull Horn HoldingsCorp. Announces Separate Trading of its Ordinary Shares and Warrants, Commencing December 17, 2020
Miami Beach, Florida, December 15, 2020 (GLOBE NEWSWIRE) – Bull Horn Holdings Corp. (NASDAQ: BHSEU) (the “Company”) announced today that, commencing December 17, 2020, holders of the 7,500,000 units sold in the Company’s initial public offering may elect to separately trade the Company’s ordinary shares and warrants included in the units. Ordinary shares and warrants that are separated will trade on The Nasdaq Capital Market under the symbols “BHSE” and “BHSEW”, respectively. Those units not separated will continue to trade on The Nasdaq Capital Markets under the symbol “BHSEU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company's transfer agent, in order to separate the units into ordinary shares and warrants.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission and declared effective on October 29, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, the Company intends to focus on leading sports, entertainment and brand companies that have potential for brand and commercial growth. The Company is led by Chief Executive Officer, Robert Striar, and Chief Financial Officer, Christopher Calise. In addition to Messrs. Striar and Calise, the Board of Directors includes Stephen Master, Michael Gandler, Jeff Wattenberg, Doug Schaer and Baron Davis.
FORWARD-LOOKINGSTATEMENTS
This press release contains statements that constitute “forward-looking statements.” 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 statement and final prospectus for the offering filed with the Securities and Exchange Commission (“SEC”). Copies 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.
Contact
Robert Striar
Chief Executive Officer
Bull Horn Holdings Corp.
info@bullhornse.com