Current Report Filing (8-k)
November 13 2020 - 4:31PM
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): November
12, 2020
TENZING ACQUISITION CORP.
(Exact name of registrant as specified in
its charter)
British Virgin Islands
|
001-38634
|
N/A
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
250 West 55th Street
New York, New York 10019
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: 212-710-5220
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class:
|
|
Trading Symbols
|
|
Name of Each Exchange on Which Registered:
|
Ordinary Shares, no par value
|
|
TZAC
|
|
The NASDAQ Stock Market LLC
|
Warrants, each exercisable for one Ordinary Share at a price of $11.50 per share
|
|
TZACW
|
|
The NASDAQ Stock Market LLC
|
Units, each consisting of one ordinary share and one Warrant
|
|
TZACU
|
|
The NASDAQ Stock Market LLC
|
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))
|
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. ¨
Item 2.03
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
|
On
November 12, 2020, Tenzing Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”)
in the amount of up to $200,000 to Tenzing LLC (the “Sponsor”). A portion of the proceeds of the Note, totaling
$105,084.14, was deposited into the Company’s trust account and used to fund a contribution in the amount of $0.033 per
ordinary share held by public shareholders in connection with a completely virtual special meeting of shareholders of the Company
held on September 24, 2020, as described in a proxy statement filed by the Company in connection with a special meeting of shareholders
of the Company held on September 24, 2020. As a result, the period of time that the Company has to consummate its initial business
combination has been extended by one month from November 28, 2020 to December 28, 2020. The remaining proceeds of the Note will
be used as general working capital.
The
Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s initial
business combination and (ii) the date the winding up of the Company is effective (the “Maturity Date”). A
failure to pay the principal within five business days of the Maturity Date or the commencement of a voluntary or involuntary bankruptcy
action shall be deemed an event of default, in which case the Note may be accelerated. The Sponsor has the option to convert any
unpaid balance of the Note into units (the “Conversion Units”), each unit consisting of one ordinary share of the Company
and one warrant exercisable for one ordinary share of the Company, based on a conversion price of $10.00 per unit, subject to adjustment,
provided that the conversion of the unpaid balance of the Note is subject to Company shareholder approval. The terms of the Conversion
Units would be identical to the units issued by the Company to the Sponsor in a private placement that was consummated in connection
with the Company’s initial public offering. The Sponsor shall be entitled to certain registration rights relating to the
Conversion Units.
The issuance of the Note was
made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Note is attached
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item
2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
Item 9.01
|
Financial Statements and Exhibits.
|
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: November 13, 2020
|
TENZING ACQUISITION CORP.
|
|
|
|
By:
|
/s/ Rahul Nayar
|
|
|
Name: Rahul Nayar
Title: Chief Executive Officer
|
Tenzing Acquisition (NASDAQ:TZAC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Tenzing Acquisition (NASDAQ:TZAC)
Historical Stock Chart
From Apr 2023 to Apr 2024