Current Report Filing (8-k)
February 23 2017 - 3:27PM
Edgar (US Regulatory)
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):
February 23, 2017
HARMONY MERGER
CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-36842
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46-5723951
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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777 Third Avenue, 37th Floor, New York,
New York 10017
(Address of Principal Executive Offices) (Zip
Code)
(212) 319-7676
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e 4(c))
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Item 8.01 Other Events.
As previously reported,
on January 7, 2017, Harmony Merger Corp., a Delaware corporation (“Harmony”), entered into an Agreement and Plan of
Reorganization (the “Amalgamation Agreement”) by and among Harmony, Harmony Merger Sub (Canada) Inc., a corporation
incorporated under the laws of the Province of Ontario and a wholly owned subsidiary of Harmony (“Merger Sub”), Customer
Acquisition Network (Canada) Inc., a corporation incorporated under the laws of the Province of Ontario (“Customer Acquisition”),
and the shareholders of Customer Acquisition (“Signing Holders”). On February 23, 2017, Harmony received a notice from
Customer Acquisition purportedly terminating the Amalgamation Agreement. Harmony believes that Customer Acquisition did not have
the right to terminate under the Amalgamation Agreement and that the termination is therefore ineffective. Harmony intends to vigorously
pursue all available claims and remedies against Customer Acquisition under the Amalgamation Agreement and applicable law.
Harmony now intends to
seek an extension of the time it has to complete an initial business combination. Information on the proposed extension, including
the length of such extension, will be included in proxy materials to be sent to stockholders of Harmony when available.
Item 9.01 Financial Statements, Pro Forma Financial Information
and Exhibits.
(d) Exhibits:
Exhibit
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Description
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99.1
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Press release dated February 23, 2017
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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:
February 23, 2017
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HARMONY MERGER CORP.
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By:
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/s/ Eric S. Rosenfeld
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Name:
Eric S. Rosenfeld
Title:
Chief Executive Officer
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