Form 8-K EJF Acquisition Corp. For: Apr 16

 

 

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): April 16, 2021

 

 

EJF ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands		001-40113		98-1574021
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2107 Wilson Boulevard, Suite 410 Arlington, Virginia		22201
(Address of Principal Executive Offices)		(Zip Code)

(703) 879-3292

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:

 

☐	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 Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant		EJFAU		The Nasdaq Stock Market LLC
Class A ordinary shares		EJFA		The Nasdaq Stock Market LLC
Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		EJFAW		The Nasdaq Stock Market 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.  ☐

 

 

 

This Current Report on Form 8-K is filed by EJF Acquisition Corp., a Cayman Islands exempted company (the “Company”), in connection with the matters described herein.

Item 8.01 Other Events.

On April 16, 2021 the Company announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and warrants included in the Units commencing on April 19, 2021. Each Unit consists of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share. Any Units not separated will continue to trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “EJFAU,” and any underlying Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols “EJFA” and “EJFAW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. 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 holders’ Units into Class A ordinary shares and warrants.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibits

 

99.1		Press Release, dated April 16, 2021

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 16, 2021				EJF ACQUISITION CORP.
				By:		/s/ Kevin Stein
						Name:		Kevin Stein
						Title:		Chief Executive Officer

Exhibit 99.1

 

EJF Acquisition Corp. Announces Separate Trading of its

Class A Ordinary Shares and Warrants, Commencing April 19, 2021

ARLINGTON, VIRGINIA, April 16, 2021 — EJF Acquisition Corp. (Nasdaq: EJFAU) today announced that, commencing April 19, 2021, holders of its units (the “Units”) sold in its initial public offering of 28,750,000 Units may elect to separately trade the Class A ordinary shares and warrants included in the Units.

The Units not separated will continue to trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “EJFAU.” The Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols “EJFA” and “EJFAW,” respectively.

Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the company’s transfer agent, to separate the Units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

EJF Acquisition Corp. is a newly organized blank-check Cayman Islands exempted company formed by Wilson Boulevard LLC, for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets.

This press release will not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering of these securities was made only by means of a prospectus. Copies of the prospectus may be obtained for free by visiting EDGAR on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov. Alternatively, copies of the prospectus may be obtained from UBS Securities LLC, Attn: Prospectus Department, 1285 Avenue of the Americas, New York, New York 10019, telephone: (888) 827-7275 or email: [email protected] and Barclays Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (888) 603-5847 or email: [email protected].

Cautionary Note Concerning Forward-Looking Statements

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the company, including those set forth in the Risk Factors section of the company’s registration statement on Form S-1 and prospectus filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

For more information, please contact:

Gasthalter & Co.

Jonathan Gasthalter/Kevin FitzGerald

(212) 257-4170