Current Report Filing (8-k)
February 07 2018 - 9:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 7, 2018 (February 2, 2018)
TMSR HOLDING COMPANY LIMITED
(Exact name of registrant as specified
in its charter)
Delaware
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001-37513
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47-3709051
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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A-101 98 Huanghai Road TEDA
Tianjin, China
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300457
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(022)-5982-4800
JM Global Holding Company
1615 South Congress Avenue
Suite 103
Delray Beach, Florida 33445
(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 to the registrant under any of the following provisions:
☐
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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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Indicate by check mark whether the
registrant is an emerging growth company as defined in 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
☒
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 5.07 Submission of Matters
to a Vote of Security Holders.
On
February 2, 2018, TMSR Holding Company Limited, formerly known as JM Global Holding Company (the “
Company
”),
held a special meeting of stockholders (the “
Meeting
”). At the Meeting, the Company’s stockholders approved
the Company’s proposed business combination (the “
Business Combination
”) with China Sunlong Environmental
Technology Inc. (“
Sunlong
”) and related matters.
Set forth below
are the final voting results for each of the proposals:
(i) to approve the
share exchange agreement dated August 28, 2017 providing for the acquisition by the Company of all of the outstanding issued shares
and other equity interests in Sunlong, which primarily conducts its business through two indirect wholly owned subsidiaries, Hubei
Shengrong Environmental Protection Energy-Saving Science and Technology Co. Ltd. and Tianjin Commodity Exchange Company Limited,
from the shareholders of Sunlong.
For
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Against
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Abstain
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5,585,315
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400
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530
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To approve and adopt
proposals (ii) through (v) below to amend the Company’s amended and restated certificate of incorporation:
(ii) to
approve the increase of the Company’s authorized common stock and preferred stock to 110,000,000 shares, consisting of 100,000,000
shares of common stock and 10,000,000 shares of preferred stock.
For
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Against
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Abstain
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5,585,845
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0
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400
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(iii) to approve the
change of the Company’s name from “JM Global Holding Company” to “TMSR Holding Company Limited.”
For
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Against
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Abstain
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5,585,845
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|
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0
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400
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(iv) to approve the
elimination of the classification of the Board and make certain related changes.
For
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Against
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Abstain
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5,585,845
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0
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400
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(v) to approve additional
changes, including designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal
actions making the Company’s corporate existence perpetual, which the Company’s board of directors believes are necessary
to adequately address the post-Business Combination needs of the Company.
For
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Against
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Abstain
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5,585,845
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0
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400
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(vi) to approve and
adopt the TMSR Holding Company Limited 2018 Long-Term Incentive Plan.
For
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Against
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Abstain
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5,585,845
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0
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400
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Stockholders holding
3,210,425 public shares exercised their right to redeem such public shares for a pro rata portion of the trust account. As a result,
an aggregate of $32,104,250 (or $10.00 per share) was removed from the trust account to pay such holders.
Item
8.01 Other Events
On February 6, 2018, the Company issued
a press release announcing that it has closed the Business Combination. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) 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: February 7, 2018
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TMSR HOLDING COMPANY LIMITED
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By:
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/s/ Chuanliu Ni
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Name: Chuanliu Ni
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Title: Chief Executive Officer
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3
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