425 1 ea122855-8ka1_hlacquisition.htm AMENDMENT NO. 1 TO FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

(AMENDMENT NO. 1)

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 6, 2020

 

HL ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

 

British Virgin Islands   001-38563   N/A

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

499 Park Avenue, 12th Floor
New York, New York		  

 

10022

(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code:      (212) 486-8100

 

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 ordinary share, one right, and one redeemable warrant   HCCHU   The Nasdaq Stock Market LLC
Ordinary Shares, no par value   HCCH   The Nasdaq Stock Market LLC
Rights, each to receive one-tenth (1/10) of one ordinary share   HCCHR   The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one ordinary share at an exercise price of $11.50 per share   HCCHW   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. ☐

 

 

 

 

 

 

Explanatory Note

 

This amendment to the Current Report on Form 8-K of HL Acquisitions Corp. (the “Company”) filed on June 8, 2020 (the “Original 8-K”) is being filed solely to file an updated investor presentation (Exhibit 99.2), which supersedes the version previously filed with the Original 8-K. Except as set forth herein, no modifications have been made to the information contained in the Original 8-K and the Company has not updated any information contained therein to reflect any events that have occurred since the date of the Original 8-K. Accordingly, this amendment should be read in conjunction with the Original 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
     
2.1   Business Combination Agreement, dated as of June 6, 2020, by and among HL Acquisitions Corp., Fusion Welcome – Fuel, S.A., Dolya Holdco 3 Limited, Merger Sub Corp., and the shareholders of Fusion Welcome – Fuel, S.A.*†
     
10.1   Form of Promissory Note.†
     
10.2   List of Noteholders.†
     
99.1   Press release dated June 8, 2020†
     
99.2   Investor Presentation

 

* Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). HL agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

 

† Previously filed.

 

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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.

 

Dated: June 9, 2020 HL ACQUISITIONS CORP.
     
  By: /s/ Jeffrey E. Schwarz
    Jeffrey E. Schwarz
    Chief Executive Officer

 

 

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