Business Context and Reporting Period
This Form 8-K, dated August 22, 2018, reports on HF Foods Group Inc. (formerly Atlantic Acquisition Corp.), a Delaware corporation. The filing details the completion of a business combination on August 22, 2018, wherein HF Group Holding Corporation became a wholly-owned subsidiary of the Company. Concurrent with this merger, the Company changed its name to HF Foods Group Inc., and management was assumed by senior members of HF Group.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance and executive compensation arrangements resulting from the merger.
Material Changes
- Corporate Structure: HF Group Holding Corporation merged with HF Group Merger Sub Inc. and became a wholly-owned subsidiary of the Company.
- Corporate Name: The registrant changed its name from Atlantic Acquisition Corp. to HF Foods Group Inc.
- Management Transition: Senior management of HF Group assumed control of the Company.
- Executive Agreements: The Company entered into definitive employment agreements with its new CEO, COO, and CFO effective August 22, 2018.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or general management commentary regarding future business performance. It details specific compensatory arrangements for three key officers:
- Zhou Min Ni (CEO): Base salary of $400,000 per year; term expires August 31, 2023, with automatic one-year extensions. No equity awards. Change of control or termination without cause triggers a payment of two times base salary plus prior fiscal year bonus.
- Chan Sin Wong (COO): Base salary of $400,000 per year; term expires August 31, 2023, with automatic one-year extensions. No equity awards. Change of control or termination without cause triggers a payment of two times base salary plus prior fiscal year bonus.
- Jian Ming Ni (CFO): Base salary of $70,000 per year; term expires December 31, 2018, with automatic one-year extensions. No equity awards. Change of control or termination without cause triggers a payment of two times base salary plus prior fiscal year bonus.
Investor Verification Checklist
- Verify the full text of the employment agreements filed as Exhibits 10.10, 10.11, and 10.12 to confirm bonus criteria and benefit details.
- Confirm the financial impact of the merger and the new capital structure in subsequent filings (e.g., 10-K or 10-Q), as this 8-K contains no financial statements.
- Monitor the Company's transition from an emerging growth company status and any related accounting standard elections.
- Review the Merger Agreement dated March 28, 2018, for additional conditions or covenants not detailed in this summary.