Current Report Filing (8-k)
December 02 2020 - 3:17PM
Edgar (US Regulatory)
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2020-11-30
2020-11-30
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TDAC:CommonStock0.001ParValuePerShareMember
2020-11-30
2020-11-30
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TDAC:WarrantsMember
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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
November
30, 2020
Date
of Report (Date of earliest event reported)
Trident
Acquisitions Corp.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
|
001-38508
|
|
81-1996183
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification No.)
|
77
Water Street, Fl 8 New York, NY
|
|
10005
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (646) 229-7549
N/A
(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
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol
|
|
Name
of each exchange on which registered
|
Units,
each consisting of one share of common stock and one Warrant to acquire one share of common stock
|
|
TDACU
|
|
NASDAQ
Capital Market
|
Common
stock, $0.001 par value per share
|
|
TDAC
|
|
NASDAQ
Capital Market
|
Warrants
|
|
TDACW
|
|
NASDAQ
Capital Market
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
1.01. Entry Into a Material Definitive Agreement
Subsequent
to the approval by its stockholders of the Amendment to the Investment Management Trust Agreement dated May 29, 2018, as amended,
between it and Continental Stock Transfer & Trust Company (“CST”) at the Annual Meeting (as defined below
in Item 5.07) (the “Trust Amendment”), on December 1, 2020, Trident Acquisitions Corp. (“Trident”
or the “Company”) entered into the Trust Amendment with CST. The Trust Amendment extends the time by which
Trident has to consummate a business combination for an additional three months, with an option to further extend for an additional
three months upon the approval of Trident’s board of directors (the termination date as so extended, the “Extended
Termination Date”).
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Subsequent
to the approval by its stockholders of the Amendment to Trident’s Amended and Restated Certificate of Incorporation (as
defined below in Item 5.07) (the “Charter Amendment”), on December 1, 2020, Trident filed the Charter Amendment
with the Delaware Secretary of State. The Charter Amendment extends the time by which Trident has to consummate a business combination
to the Extended Termination Date.
Item
5.07. Submissions of Matters to a Vote of Security Holders.
Trident
held its Annual Meeting of Stockholders (the “Annual Meeting”) on November 30, 2020 at 10:00 a.m. EST. Due
to the COVID-19 pandemic, the Annual Meeting was held via teleconference. Summarized below are the results of the matters voted
on at the Annual Meeting.
Matters Voted On
|
|
For
|
|
Withheld
|
Proposal to elect two (2) Class II directors to serve until the 2023 Annual Meeting of Stockholders of the Company and until his or her successor has been duly elected and qualified or until his or her earlier resignation, removal or death:
Marat Rosenberg (Class II)
|
|
10,582,389
|
|
0
|
Gennadii Butkevych (Class II)
|
|
9,482,389
|
|
1,100,000
|
Matters Voted
On
|
|
For
|
|
Against
|
|
Abstain
|
Proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to complete a business combination for an additional three months, with an ability to further extend for an additional three months if approved by the Company’s board of directors.
|
|
10,582,379
|
|
10
|
|
0
|
|
|
|
|
|
|
|
Proposal to amend the Company’s investment management trust agreement, dated as of May 29, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as amended, to extend the date on which to commence liquidating the trust account established in connection with the Company’s initial public offering in the event the Company has not consummated a business combination by the Extended Termination Date.
|
|
4,527,989
|
|
0
|
|
0
|
|
|
|
|
|
|
|
Proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
|
|
10,582,379
|
|
0
|
|
10
|
Each
of the proposals described above was approved by the Company’s stockholders. None of the Company’s stockholders elected
to redeem their shares in connection with the Annual Meeting.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits:
SIGNATURES
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:
December 2, 2020
TRIDENT
ACQUISITIONS CORP.
|
|
|
|
|
By:
|
/s/
Vadim Komissarov
|
|
Name:
|
Vadim
Komissarov
|
|
Title:
|
Chief
Executive Officer
|
|
3
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