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 21, 2019
 
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
001-38302
 
82-2844431
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
2645 N. Federal Highway, Suite 230
Delray Beach, FL
 
 
33483
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:   310-734-2300
 
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 (see General Instruction A.2. below):
 
☐ 
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
Trading Symbol(s)
Name of each exchange on which registered
Units, each consisting of one share of Common Stock, one Right and one-half of one Warrant
 BRPAU
The NASDAQ Stock Market LLC
Common Stock, par value $0.001 per share
 BRPA
The NASDAQ Stock Market LLC
Rights, exchangeable into one-tenth of one share of Common Stock
 BRPAR
The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
 BRPAW
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 ☒
 
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 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 November 21, 2019, Big Rock Partners Acquisition Corp. (the “Company”) held a special meeting of its stockholders (the “Meeting”). At the Meeting, the Company’s stockholders considered the following proposals:
 
1. A proposal to adopt and approve an amendment to the Company’s amended and restated certificate of incorporation (the “charter”) to extend the date that the Company has to consummate a business combination (the “Extension”) to March 23, 2020 (the “Extended Date”). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
5,366,568
 
99,901
 
0
 
0
 
In connection with this vote, the holders of 919,091 shares of the Company’s common stock properly exercised their right to convert their shares into cash at a conversion price of approximately $10.59 per share, for an aggregate conversion amount of approximately $9.7 million.
 
Following the Meeting, the Company filed the amendment to the charter with the Secretary of State of the State of Delaware. A copy of the amendment is attached hereto as Exhibit 3.1.
 
Upon filing of the amendment to the charter, the Company deposited into its trust account established in connection with the Company’s initial public offering $0.02 for each public share that was not converted in connection with the Extension, or an aggregate of $60,284.58, for the first monthly extension period. The Company now has until December 23, 2019 to consummate an initial business combination, or determine to deposit additional funds into the trust account for up to three additional monthly extension periods.
 
2.           A proposal to adopt and approve the early winding up of the Company and redemption of 100% of the outstanding public shares if the Company’s board of directors determines at any time prior to the Extended Date that the Company will be unable to consummate an initial business combination by the Extended Date. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
5,464,968
 
1,501
 
0
 
0
 
Item 9.01.                        Financial Statement and Exhibits.
 
(d) Exhibits:
 
Exhibit 
 
Description
3.1
 
Amendment to Amended and Restated Certificate of Incorporation
 
 
2
 
 
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.
 
 
 
BIG ROCK PARTNERS ACQUISITION CORP.
 
 
 
 
 
Dated: November 22, 2019
By:  
/s/ Richard Ackerman  
 
 
 
Name: Richard Ackerman  
 
 
 
Title: Chairman, President and Chief Executive Officer  
 
 
 
 
 
 
 

 
3
 
EXHIBIT 3.1
 
THIRD AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BIG ROCK PARTNERS ACQUISITION CORP.
 
Pursuant to Section 242 of the
Delaware General Corporation Law
 
The undersigned, being a duly authorized officer of BIG ROCK PARTNERS ACQUISITION CORP. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
 
1. The name of the Corporation is Big Rock Partners Acquisition Corp.
 
2. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 18, 2017. An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 20 ,2017. A first amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on May 21, 2019 and a second amendment was filed in the office of the Secretary of State of the State of Delaware on August 21, 2019.
 
3. This Third Amendment to the Amended and Restated Certificate of Incorporation further amends the Amended and Restated Certificate of Incorporation of the Corporation.
 
4. This Third Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with ARTICLE SIXTH of the Amended and Restated Certificate of Incorporation and the provisions of Sections 242 the General Corporation Law of the State of Delaware (the “GCL”).
 
5. The text of Section 9.6 of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in full as follows:
 
Section 9.6. Termination. In the event that the Corporation has not consummated a Business Combination by March 23, 2020 (the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Offering Shares for cash for a redemption price per share equal to the amount then held in the Trust Account, including the interest earned thereon, less any franchise or income taxes payable, divided by the total number of Offering Shares then outstanding (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the DGCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of clauses (ii) and (iii) above) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
 
IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Certificate of Incorporation this 21st day of November, 2019.
 
 
/s/ Richard Ackerman
Name: Richard Ackerman
Title: Chief Executive Officer