Extended deadline October 31, 2018
2 warrants plus 12.50 buy one common. Call 17.50.
Rights 1/10 common.
June 30 trust $10.71. Adding .04/m would total 10.88 Oct 31.
Extended from July 1, 2018 until the October 31, 2018 - the Company will have 635,140 public shares issued and outstanding. Furthermore, the Company has agreed to prepay by July 10, 2018 the Contribution for the thirty day period from July 1, 2018 to July 31, 2018. If the Company is unable to consummate a business combination by July 31, 2018, the Company may extend three times, each by an additional one month period (potentially providing the Company with a total of three months from August 1, 2018 to complete the business combination). Accordingly, if the Company takes until October 31, 2018 trust will be approximately $10.88 per share, in comparison to the current conversion amount of $10.71 per share
June 18 - Barington Proxy. June 30 vote to extend from June 30 up to four months in one month increments adding .04 per month to trust. Currently 877,969 public shares outstanding. Accordingly, if BHAC takes until October 31, 2018...aggregate Contributions of approximately $140,500 --Trust will be approximately $10.88 per share, currently $10.71,
April 26 Deal terminated by BHAC.
Feb 20 - Barington Hilco enters into letter of intent to merge with PGHC Holdings, owner of Papa Gino's and franchises of D'Angelos. EdgarFiling
As at December 31, 2017, BHAC had cash and cash equivalents of approximately $9,200,000 in cash and marketable securities held in the Trust Account to be used for a Business Combination.
Trust 10.48 Dec 28. Will add 0.12 to extend to March 31, 2018 ($10.60), and .04 for each 30 days thereafter. Would total 10.71 June 30 2018.
On January 3, 2018, Barington transfered ownership to among others, Adam Levin of Oreva and of High Times which is the target of Origo (OACQ). Origo was formerly CB Pharm Aquisition which transferred it's stake to Origo.
New sponsor has until June 30 to put together deal. Name change will follow.
Barington/Hilco Acquisition Corp. entered into an agreement with Sweiss Ventures, LLC, DMZ1 Holdings, LLC, BAG Spac 1, LLC, a Delaware limited liability company (“BAG”), PLA99, LLC, and Oreva Partners, LLC, a Delaware limited liability company (“Oreva” and together with Sweiss, DMZ, BAG and PLA, the “Investors”).
Pursuant to the Agreement, the Sellers agreed to transfer to the Investors an aggregate of (a) 1,035,767 shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), and (b) an aggregate of 142,500 warrants to purchase an additional 142,500 shares of Common Stock (collectively, the “Transferred Securities”). The 1,035,767 shares of Common Stock included in the Transferred Securities represented 96.5% of an aggregate of 1,073,267 insider promoter shares of Common Stock of the Company owned of record and beneficially by the Sellers (the “Insider Shares”). Under the Agreement, the Sellers retained an aggregate of (i) 285,000 shares of Common Stock and associated rights, which entitle a holder to receive one-tenth (1/10) of a share of Common Stock (the “Rights”), and (ii) 37,500 promotional shares of Common Stock that were issued to directors and officers of the Company and the acting chief financial officer of the Company as compensation for their services to the Company.
Pending the Company’s ability to effect a business combination with an unaffiliated entity that is approved by the Company’s stockholders (a “Business Combination”), the Insider Shares originally issued to the Sellers in connection with the formation of the Company as a special purpose acquisition corporation in 2014 were placed in escrow pursuant to a share escrow agreement dated as of February 5, 2015 by and among the Sellers, the Company and Continental Stock Transfer & Trust Company (“CSTC”). The Transferred Securities issued to the Investors will continue to be retained in escrow with CSTC pursuant to a separate letter agreement among the Sellers and the Investors, dated January 3, 2018. The Sellers also agreed to assign to the Investors their registration rights with respect to the Transferred Securities and the Investors agreed to comply with such registration rights agreement. In addition, the Investors agreed to provide certain indemnification rights to the Sellers and to maintain in effect the current directors’ and officers’ liability insurance policy maintained by the Company (or a policy of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the Sellers).
In consideration for their receipt of the Transferred Securities and its affiliates obtaining control of the board of directors of the Company as described in Item 5.02 below, the Investors and its affiliates and associates (collectively, the “Investor Group”) agreed to use its and their best efforts to locate and consummate, on or prior to the June 30, 2018, a Business Combination for the Company acceptable to the Company’s stockholders. In addition, the Investors paid on behalf of the Company, or reimbursed the Sellers for, (i) $154,000, representing three months prepaid interest required to be paid by the Company to obtain an extension of the date by which the Company has to complete a Business Combination (the “Extension”), and other accrued fees and expenses, and agreed pay to approximately $59,229 in additional documented Company expenses within 30 days. The Investors also agreed to assume responsibility for all ongoing costs and expenses of the Company, including, without limitation, interest expenses associated with the Extension and costs and expenses associated with running and maintaining a publicly traded company following the closing of the transactions contemplated by this Agreement.
The Sellers shall be entitled to retain an aggregate of (a) 285,000 shares of Common Stock and associated rights, which entitle a holder to receive one-tenth (1/10) of a share of Common Stock (the “Rights”), that were included in the Private Units, and (b) 37,500 promotional shares of Common Stock that were issued to directors and officers of the Company and the acting chief financial officer of the Company as compensation for their services to the Company (collectively, the “Retained Shares”); it being understood and agreed that the Retained Shares shall not be included in the Transferred Securities under this Agreement.
On December 28, 2017, Barington/Hilco Acquisition Corp. (the “Company” or “BHAC”) held a special meeting of stockholders (the “Meeting”). At the Meeting, the stockholders approved an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional twenty six (26) weeks, from December 31, 2017 to June 30, 2018 (the “Extended Termination Date”). The affirmative vote of a majority of the outstanding shares of the Company’s common stock was required to approve the Charter Amendment.
The number of shares of common stock presented for redemption in connection with the Charter Amendment was 537,804. In the proxy statement for the Meeting, it was announced that $0.04 would be deposited into the Company’s trust account for each public share that is not converted in connection with the stockholder vote to approve the Extension, for each 30-day period, or portion thereof, that is needed by the Company to complete its initial business combination from December 31, 2017 until the Extended Termination Date (the “Contribution”). Furthermore, the Company has agreed to prepay the Contributions for the three-month period from December 31, 2017 (the date by which BHAC is currently required to complete its initial business combination) until March 31, 2018. For the first three-month period, the Contribution has been deposited in the trust account established in connection with BHAC’s initial public offering, and for each monthly period thereafter, the Contribution will be made at the beginning of each such 30-day period (or portion thereof). Accordingly, if BHAC takes the full time through the Extended Termination Date to complete the initial business combination, the conversion amount per share at the meeting for such business combination or BHAC’s subsequent liquidation will be approximately $10.71 per share, in comparison to the current conversion amount of $10.48 per share.
On August 9 2017 stockholders approved an amendment to extend the date for an additional twenty (20) weeks, from August 11, 2017 to December 31, 2017
Following redemptions associated with the Extension, a total of approximately $15 million will remain in the Company’s trust account
15 mill divided 10.36 = about 1,448,000 shares outstanding?
Was 3,382,000 about? so 1,995,000 redeemed???
As of March 31, 2017, cash and marketable securities held in the Trust Account consisted of $34,746,622
$0.025 for each 30-day period, or portion thereof, from August 11, 2017 until the Extended Termination Date (the “Contribution”). Each Contribution will be deposited in the trust account established in connection with BHAC’s initial public offering at the beginning of such 30-day period (or portion thereof). Accordingly, if BHAC takes the full time through the Extended Termination Date to complete the initial business combination, the conversion amount per share at the meeting for such business combination or BHAC’s subsequent liquidation will be approximately $10.48 per share, in comparison to the current conversion amount of $10.36 per share.
OOMBA - In addition, closing of the transactions contemplated by the Merger Agreement is subject to a condition that at closing at least $23,500,000 of cash is available in the Company’s Trust Account, which amount shall be reduced by any capital raised by Oomba prior to the Merger (down to a minimum of $5,000,000)
The number of shares of common stock presented for redemption in connection with the Extension Amendment was 911,200. The Company distributed $9,305,588, or approximately, $10.21 per share, to redeeming stockholders. In addition, the Company has agreed to contribute $0.025 per share to the Trust Account for each public share that was not converted in connection with the approval of the Extension Amendment, for each 30-day period, or portion thereof, that is needed by the Company to complete a Business Combination from February 11, 2017 through August 11, 2017 (the “Contribution”). To date, the Company has deposited an aggregate of $253,640 into the Company’s Trust Account.
The record date for the special meeting is January 26, 2017. On the record date, there were 5,661,333 outstanding shares of Company common stock including 4,293,069 outstanding public shares.
The special meeting (the “special meeting”) of stockholders of Barington/Hilco Acquisition Corp., a Delaware corporation (“we,” “us,” “our,” “BHAC” or the “Company”), will be held on February 6, 2017, at 10:00 a.m. Eastern time, at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036,