Firy Inc 8-K, filed Apr 22, 2020
Firy Inc. (FIRY)
About this 8-K
Firy Inc filed this 8-K on April 22, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): April 22, 2020
FLYING EAGLE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39243 | 84-4478274 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (310) 209-7280
Not Applicable
(Former name or former address, if changed since last report)
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 Class A common stock and one-fourth of one redeemable warrant | FEAC.U | The New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | FEAC | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | FEAC WS | The New York Stock Exchange |
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)) |
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. ¨
| Item 8.01. | Other Events. |
On April 22, 2020, Flying Eagle Acquisition Corp. (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 Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and warrants (the “Warrants”) included in the Units commencing on or about April 27, 2020. Each Unit consists of one share of Class A Common Stock and one-fourth of one redeemable Warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on The New York Stock Exchange under the symbol “FEAC.U”, and the Class A Common Stock and Warrants will separately trade on The New York Stock Exchange under the symbols “FEAC” and “FEAC WS”, 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 the Units into shares of Class A Common Stock and Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated April 22, 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.
| FLYING EAGLE ACQUISITION CORP. | |||
| By: | /s/ Eli Baker | ||
| Name: Eli Baker | |||
| Title: Chief Financial Officer | |||
| Dated: April 22, 2020 | |||
Exhibit 99.1
Flying
Eagle Acquisition Corp., Led by Harry Sloan and Founding Investor Jeff Sagansky, Announces the
Separate Trading of its Class A
Common Stock and Warrants, Commencing on or about April 27, 2020
LOS ANGELES, CA April 22, 2020 – Flying Eagle Acquisition Corp. (the “Company”), the sixth public acquisition vehicle led by Harry Sloan and founding investor Jeff Sagansky, today announced that holders of the units sold in the Company’s initial public offering of 69,000,000 units completed on March 10, 2020 (the “offering”) may elect to separately trade the shares of Class A common stock and warrants included in the units commencing on or about April 27, 2020. Any units not separated will continue to trade on The New York Stock Exchange under the symbol “FEAC.U”, and each of the shares of Class A common stock and warrants will separately trade on The New York Stock Exchange under the symbols “FEAC” and “FEAC WS,” 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 the units into shares of Class A common stock and warrants.
Flying Eagle Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While the Company may pursue an initial business combination opportunity in any industry or sector, it intends to capitalize on the ability of its management team to identify, acquire and operate a business or businesses that can benefit from its management team’s established global relationships and operating experience. The Company’s management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors, including media and entertainment.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 5, 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 offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from Goldman Sachs & Co. LLC at 200 West Street, New York, NY 10282, Attn: Prospectus Department, by telephone at 866-471-2526 or by emailing prospectus-ny@ny.email.gs.com; or from Deutsche Bank Securities at 60 Wall Street, New York, NY 10005, Attn: Prospectus Group, by telephone: 800-503-4611, or by emailing prospectus.CPDG@db.com.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. 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 for the initial public offering filed with the 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.
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MEDIA CONTACT:
Jeff Pryor/Priority PR
t. (818) 661-6368
e. jeff@prioritypr.net
INVESTOR CONTACT:
Eli Baker
t. (424) 284-3519
e. elibaker@geacq.com