Item
8.01. Other Events.
Over-Allotment
Closing
As
previously reported on a Current Report on Form 8-K of ChaSerg Technology Acquisition Corp. (the “
Company
”),
on October 10, 2018, the Company consummated its initial public offering (“
IPO
”) of 20,000,000 units (the “
Units
”).
Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “
Class A Common
Stock
”), and one half of one warrant of the Company (“
Warrant
”), with each whole Warrant entitling
the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00
per Unit, generating gross proceeds to the Company of $200,000,000. The Company had granted the underwriters for the IPO (the
“
Underwriters
”) a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any
(“
Over-Allotment Units
”). On October 25, 2018, the Underwriters exercised the option in part and purchased
an aggregate of 2,000,000 Over-Allotment Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds
of $20,000,000.
As
previously reported on a Current Report on Form 8-K of the Company, on October 10, 2018, simultaneously with the consummation
of the IPO, the Company completed the private sale (the “
Private Placement
”) of an aggregate of 600,000 units
(the “
Private Placement Units
”). 500,000 of the Private Placement Units were sold to ChaSerg Technology Sponsor
LLC (the “
Sponsor
”) and 100,000 Private Placement Units were sold to the Underwriters at a purchase price of
$10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,000,000. On October 25, 2018, in connection
with the sale of Over-Allotment Units, the Company consummated a private sale of an additional 30,000 Private Placement Units
to the Sponsor and 10,000 Private Placement Units to the Underwriters, generating gross proceeds of $400,000.
In
addition, the 5,750,000 shares of Class B common stock of the Company (the “
Founder Shares
”) held by the Sponsor
(prior to the exercise of the over-allotment) included an aggregate of up to 750,000 Founder Shares subject to forfeiture by the
Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full. Since the underwriters exercised
the over-allotment option in part, the Sponsor forfeited 250,000 Founder Shares on October 25, 2018. The Founder Shares forfeited
by the Sponsor were cancelled by the Company.
A
total of $220,000,000, (or $10.00 per Unit) comprised of $213,600,000 of the proceeds from the IPO (including the Over-Allotment
Units) and $6,400,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account at
J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An
audited balance sheet as of October 10, 2018 reflecting receipt of the net proceeds from the IPO and the Private Placement on
October 10, 2018, but not the proceeds from the sale of the Over-Allotment Units nor the private placement on October 25, 2018,
had been prepared by the Company and previously filed on a Current Report on Form 8-K on October 16, 2018. The
Company’s unaudited pro forma balance sheet as of October 25, 2018, reflecting receipt of the proceeds from the sale of
the Over-Allotment Units and the private placement on the same day is included as Exhibit 99.1 to this Current Report on Form 8-K.
Separate
Trading of Units, Class A Common Stock and Warrants
On
October 26, 2018, the Company announced that, commencing on October 30, 2018, the holders of Units issued in its IPO may elect
to separately trade shares of Class A Common Stock and Warrants included in the Units. No fractional warrants will be issued upon
separation of the Units and only whole warrants will trade. The Units not separated will continue to trade on the NASDAQ Capital
Market under the symbol “CTACU.” Shares of Class A Common Stock and the Warrants are expected to trade on the NASDAQ
Capital Market under the symbols “CTAC” and “CTACW,” respectively. Holders of Units will need to have
their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate
the Units into shares of Class A Common Stock and Warrants.