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 8, 2019
Replay Acquisition Corp.
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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001-38859 |
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N/A |
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767 Fifth Avenue, 46th Floor |
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10153 |
(212) 891-2700
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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. o
Item 8.01. Other Events.
On April 8, 2019, Replay Acquisition Corp. (the “Company”) completed its initial public offering (“IPO”) of 28,750,000 units (“Units”), including the issuance of 3,750,000 Units as a result of the underwriters’ full exercise of their over-allotment option. Each Unit consists of one ordinary share, par value $0.0001 per share (“Ordinary Shares”), and one-half of one warrant (“Warrant”), each whole Warrant exercisable to purchase one Ordinary Share at an exercise price of $11.50 per share, pursuant to the Company’s registration statement on Form S-1 (File No. 333-230347). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $287,500,000.
As previously reported on a Current Report on Form 8-K of the Company, on April 8, 2019, simultaneously with the consummation of the IPO, the Company completed a private placement (the “Private Placement”) of an aggregate of 7,750,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $7,750,000.
A total of $287,500,000 of the net proceeds from the IPO and the Private Placement was deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of April 8, 2019 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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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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REPLAY ACQUISITION CORP. | |||
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By: |
/s/ Edmond Safra | ||
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Name: |
Edmond Safra | |
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Title: |
Co-Chief Executive Officer | |
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By: |
/s/ Gregorio Werthein | ||
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Name: |
Gregorio Werthein | |
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Title: |
Co-Chief Executive Officer | |
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Date: |
April 12, 2019 |
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