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): February 9, 2022
AURORA TECHNOLOGY ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
Cayman Islands | 001-41250 | 98-1624542 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
4 Embarcadero Center, Suite 1449
San Francisco, California
(Address of Principal Executive Offices) (Zip Code)
(650) 550-0458
(Registrants 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 |
Name of each exchange on | ||
Units, each consisting of one Class A Ordinary Share, par value, $0.0001 per share, one Redeemable Warrant to acquire one-half of one Class A Ordinary Share, and one Right to acquire one-tenth of one Class A Ordinary Share | ATAKU | The Nasdaq Stock Market LLC | ||
Class A Ordinary Shares included as part of Units | ATAK | The Nasdaq Stock Market LLC | ||
Redeemable Warrants included as part of Units | ATAKW | The Nasdaq Stock Market LLC | ||
Rights included as part of the Units | ATAKR | 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. ☐
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 February 9, 2022, Aurora Technology Acquisition Corp. (the Company) consummated its initial public offering of 20,200,000 units (Units), which includes 200,000 Units issued to the underwriters upon partial exercise of the over-allotment option (the IPO). Each Unit consists of one class A ordinary share, $0.0001 par value per share (Ordinary Shares), one redeemable warrant to purchase one-half (1/2) of one Ordinary Share (the Public Warrants), and one right to acquire one-tenth (1/10) of one Ordinary Share. The Public Warrants are exercisable by the holders thereof at a price of $11.50 per whole share, and no fractional shares will be issued upon the exercise of warrants. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $202,000,000.
Simultaneously with the consummation of the IPO, the Company consummated the private placement (Private Placement) of an aggregate of 6,470,000 warrants (Private Warrants), at a price of $1.00 per Private Warrant, generating gross proceeds of $6,470,000. The Private Warrants are identical to the Public Warrants sold in the IPO as part of the Units, except that the Private Warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by ATAC Sponsor LLC (the Sponsor) or its permitted transferees. The Sponsor has agreed not to transfer, assign or sell any of the Private Warrants purchased in the Private Placement (and the securities underlying the Private Warrants), except to certain permitted transferees, until 30 days after the consummation of the Companys initial business combination. The issuance of the Private Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A total of $204,020,000, comprised of $197,770,000 of the proceeds from the IPO and $6,250,000 of the proceeds of the sale of the Private Warrants, was placed in a U.S.-based trust account, maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $50,000 interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (a) the completion of the Companys initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Companys amended and restated memorandum and articles of association (i) to modify the substance or timing of the obligation to redeem 100% of the Companys public shares if the initial business combination is not completed within 12 months (or up to 18 months if extended by the full amount of time) from the closing of the IPO or (ii) with respect to any other provision relating to shareholders rights or pre-business combination activity, and (c) the redemption of the Companys public shares if we the Company is unable to complete the initial business combination within 12 months (or up to 18 months if extended by the full amount of time) from the closing of the Offering, subject to applicable law.
On February 9, 2022, the Company issued a press release announcing the consummation of the IPO, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
Exhibit | Description | |
99.1 | Press Release. |
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 9, 2022
AURORA TECHNOLOGY ACQUISITION CORP. | ||
By: |
/s/ Zachary Wang | |
Name: |
Zachary Wang | |
Title: |
Chief Executive Officer |
Exhibit 99.1
Aurora Technology Acquisition Corp. Announces Closing of $202 Million Initial Public Offering, Including Exercise of the Underwriters Over-Allotment Option
SAN FRANCISCO, CA February 9, 2022 Aurora Technology Acquisition Corp. (the Company) a newly organized blank check company incorporated as a Cayman Islands exempted company and led by Chairman and CEO, Zachary Wang, Co-vice Chairwoman and COO, Cathryn Chen, Co-vice Chairman and CFO, Yida Gao as well as additional Board Members Max Baucus, Jim Woolery, Sam Yam, Alec Hartman, and Paul Asquith, announced today that it closed its initial public offering of 20,200,000 units, which includes the partial exercise of the underwriters over-allotment option. The units were sold at a price of $10.00 per unit, resulting in total gross proceeds of $202,000,000. Each unit consists of one Class A ordinary share, one redeemable warrant and one right to receive one-tenth (1/10) of one class A ordinary share. Each redeemable warrant entitles the holder thereof to purchase one-half of one Class A ordinary share at a purchase price of $11.50 per whole share. Each ten (10) rights entitle the holder thereof to receive one Class A ordinary share at the closing of a business combination. The units began trading on the Nasdaq Global Market (Nasdaq) under the ticker symbol ATAKU on February 7, 2022. After the securities comprising the units begin separate trading, the Class A ordinary shares, warrants and rights are expected to be listed on Nasdaq under the ticker symbols ATAK, ATAKW and ATAKR, respectively.
Maxim Group LLC acted as sole book-running manager of the offering.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the SEC) on February 7, 2022. The offering has been made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, or by accessing the SECs website, www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall 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.
About Aurora Technology Acquisition Corp.
Aurora Technology Acquisition Corp. is a Cayman Island based blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses in any industry or geographic location, but intends to focus its search on high-growth technology companies based in North America and Asia (excluding China). The Company aims to prioritize target companies founded by Asian or Asian-American entrepreneurs who are building a global enterprise supported by forward thinking visions and innovative frontier technologies that include but are not limited to artificial intelligence, blockchain, quantum computing, and electric vehicles.
Forward Looking Statements
This press release contains statements that constitute forward-looking statements, including with respect to the initial public offering and search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated. 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 Companys registration statement for the initial public offering filed with the SEC. Copies are available on the SECs 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.
Contact Information
Zachary Wang, CEO
Cathryn Chen, COO
Yida Gao, CFO
Email: info@auroraspac.com