UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

(Amendment No. 1)

 


 

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 1, 2022

 

GREENBOX POS

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-34294

 

22-3962936

(State or other

jurisdiction of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

3131 Camino Del Rio North, Suite 1400

San Diego, CA 92108

(Address of principal executive offices) (zip code)

 

(619) 631-8261

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

Written communication 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

Common Stock, $0.001 par value

GBOX

The Nasdaq Stock Market LLC (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. ☐

 

 

 

 

Explanatory Note

 

On April 6, 2022, GreenBox POS (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) to report the closing of the Share Purchase Agreement, as amended, for the acquisition of all of the shares of Transact Europe Holdings OOD and its subsidiaries and affiliates (collectively “Transact Europe”). Transact Europe, headquartered in Sofia, Bulgaria, operates a proprietary electronic payment solution via the issuing of prepaid cards and serving as an agent bank internationally.

 

This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Initial Report to provide financial statements of Transact Europe, and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment. This Amendment should be read in connection with the Initial Report along with the Current Reports on Form 8-K filed on September 20, 2021 and March 31, 2022, which provides a more complete description of the Share Purchase Agreement, as amended and the transactions contemplated thereby.

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Financial Statements of Transact Europe Holdings LTD

 

The audited financial statements of Transact Europe Holdings LTD as of and for the year ended December 31, 2021, together with the related notes to the financial statements, are included as Exhibit 99.1 to this Current Report.

 

The unaudited condensed financial statements of Transact Europe Holdings LTD as of March 31, 2022 and for the three months ended March 31, 2022, together with the related unaudited notes to the financial statements, are included as Exhibit 99.2 to this Current Report and are incorporated herein by reference.

 

(b) Pro Forma Financial Information.

 

The unaudited pro forma combined financial statements of the Company as of March 31, 2022 and for the year ended December 31, 2021, and the three months ended March 31, 2022, together with the related notes to the unaudited pro forma condensed combined financial information, are included as Exhibit 99.3 to this Current Report and are incorporated herein by reference.

 

The pro forma financial information included in this Amendment No.1 has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Company will experience after the acquisition.

 

(d) Exhibits

 

23.1

Consent of BF Borgers CPA PC

99.1

Audited Annual Financial Statements of Transact Europe Holdings LTD for the Year Ended December 31, 2021

99.2

Unaudited Consolidated Financial Statements of t Transact Europe Holdings LTD for the Three Months Ended March 31, 2022

99.3

Unaudited Pro Forma Consolidated Financial Information

104

Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

 

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.

 

 

GREENBOX POS

     

Date: June 17, 2022

By:

/s/ Benjamin Chung

 
   

Benjamin Chung

   

Chief Financial Officer (Principal Financial Officer)

 

 
This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Initial Report to provide financial statements of Transact Europe, and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment. This Amendment should be read in connection with the Initial Report along with the Current Reports on Form 8-K filed on September 20, 2021 and March 31, 2022, which provides a more complete description of the Share Purchase Agreement, as amended and the transactions contemplated thereby. true 0001419275 0001419275 2022-04-01 2022-04-01
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