Business Context and Reporting Period
This Form 8-K is filed by Harmony Merger Corp. (the "Registrant") on May 2, 2017. The filing serves as a Regulation FD disclosure regarding a press release issued by NextDecade, LLC ("NextDecade"). The document relates to the previously announced proposed business combination between Harmony Merger Corp. and NextDecade, LLC. Harmony intends to hold presentations for stockholders and potential investors regarding this transaction shortly after the filing.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either Harmony Merger Corp. or NextDecade, LLC. This document is a procedural filing to disclose a press release and does not contain financial statements or operational data.
Material Changes
No material financial changes versus a prior comparable period are reported in this document. The filing focuses on the status of the proposed merger and the distribution of solicitation materials.
Guidance, Outlook, and Risks
- Transaction Status: Harmony and NextDecade are proceeding with the proposed transactions, pending stockholder approval at a special meeting.
- Advisors and Fees: Height Securities, LLC is NextDecade's advisor and will receive a fee upon closing. Cantor Fitzgerald & Co. was the managing underwriter of Harmony's IPO and will receive deferred underwriting commissions at closing.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ from expectations due to various uncertainties.
- Risk Factors: Significant risks include the failure to receive required stockholder approval, failure to satisfy closing conditions, business conditions, weather and natural disasters, regulatory changes, geopolitical events, and competition in the liquefied natural gas (LNG) sector.
Investor Verification Checklist
- Verify the content of the press release attached as Exhibit 99.1 for specific deal terms.
- Review Harmony's Preliminary and Definitive Proxy Statements for details on the special meeting and voting procedures.
- Examine Harmony's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, for security holdings of officers, directors, and underwriters.
- Confirm the record date for voting on the proposed transactions once established.
- Assess the risks associated with the LNG industry and regulatory environments as outlined in the filing.