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 3, 2020

 

New Beginnings Acquisition Corp.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-39679   85-2642786
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)     Identification No.)

 

800 1st Street
Unit 1
MiamiFL 33139
(Address of Principal Executive Offices) (Zip Code)

 

(917592-7979

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(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 (see General Instruction A.2. below):

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one redeemable warrant   NBA.U  

NYSE American, LLC

Common Stock, par value $0.0001 per share   NBA   NYSE American, LLC
Redeemable warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50   NBA WS   NYSE American, LLC

 

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 ☒

 

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 3.02. Unregistered Sales of Equity Securities.

 

The information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02. 

 

Item 8.01. Other Events.

 

On November 3, 2020, New Beginnings Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 10,000,000 of its units (“Units”). Each Unit consists of one share of common stock, $0.0001 par value per share (“Common Stock”), and one redeemable warrant (“Warrant”), with each Warrant entitling the holder to purchase one share of Common Stock at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000.

 

Simultaneously with the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of 500,000 units (“Private Units”), with each unit consisting of one share of Common Stock and one redeemable warrant (the “Private Warrants”), at a price of $10.00 per Private Unit, generating total proceeds of $5,000,000, to New Beginnings Sponsor, LLC, the Company’s sponsor (“Sponsor”). The Private Units are identical to the Units sold in the IPO, except that the underlying warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor or its permitted transferees. The Sponsor has agreed not to transfer, assign or sell any of the Private Units purchased in the Private Placement (and the securities underlying the Private Units), except to certain permitted transferees, until 30 days after the consummation of the Company’s initial business combination.

 

An audited balance sheet as of November 3, 2020 reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release issued by the Company announcing the consummation of the IPO and Private Placement is included as Exhibit 99.2 to this Current Report on Form 8-K

 

Item 9.01. Financial Statement and Exhibits.

 

(d)Exhibits:

 

Exhibit   Description
     
99.1   Audited Balance Sheet.
99.2   Press Release.

 

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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 9, 2020

 

  New Beginnings ACQUISITION CORP.
   
  By:  /s/ Michael S. Liebowitz
    Name: Michael S. Liebowitz
    Title: Chief Executive Officer

 

 

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