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): September 11, 2020
Ascendant Digital Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands | 001-39405 | N/A | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
667 Madison Avenue
5th Floor
New York, New York 10065
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (212) 209-6126
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 |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
ACND.U | The New York Stock Exchange | ||
Class A ordinary shares, par value $0.0001 par value | ACND | The New York Stock Exchange | ||
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ACND WS | The New York Stock Exchange |
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 8.01. | Other Events. |
On September 11, 2020, Ascendant Digital 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 Companys units (the Units) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the Class A Ordinary Shares), and warrants (the Warrants) included in the Units commencing on or about September 14, 2020. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable Warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on the New York Stock Exchange (the NYSE) under the symbol ACND.U, and the Class A Ordinary Shares and Warrants will separately trade on the NYSE under the symbols ACND and ACND 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 Companys transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release, dated September 11, 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.
ASCENDANT DIGITAL ACQUISITION CORP. | ||
By: | /s/ Mark Gerhard | |
Name: Mark Gerhard | ||
Title: Chief Executive Officer |
Dated: September 11, 2020
Exhibit 99.1
Ascendant Digital Acquisition Corp. Announces the Separate Trading of its Ordinary Shares and Warrants, Commencing September 14, 2020
New York, NYSeptember 11, 2020 Ascendant Digital Acquisition Corp. (NYSE: ACND.U) (the Company) today announced that, commencing September 14, 2020, holders of the units sold in the Companys initial public offering may elect to separately trade the Companys Class A ordinary shares and warrants included in the units.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the symbols ACND and ACND WS, respectively. Those units not separated will continue to trade on the New York Stock Exchange under the symbol ACND.U. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Companys transfer agent, in order to separate the units into Class A ordinary shares and warrants.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the SEC) on July 23, 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 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 UBS Investment Bank, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, telephone: (888) 827-7275 or email: ol-prospectusrequest@ubs.com.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute forward-looking statements, including with respect to the Companys 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 Companys registration statement and prospectus for the initial public offering filed with the SEC. Copies are available on the SECs 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
Cody Slach
Gateway Investor Relations
(949) 574-3860
ACND@gatewayir.com