Business Context and Reporting Period
This Form 8-K is filed by GHL Acquisition Corp. ("GHQ") on September 11, 2009. The filing relates to the proposed acquisition of Iridium Holdings LLC and the subsequent transfer of GHQ's listing from NYSE Amex to the NASDAQ Stock Market. The report serves as soliciting material for a special stockholder meeting scheduled for September 23, 2009, to approve the acquisition.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either GHQ or Iridium Holdings. This document is a procedural report regarding listing changes and acquisition solicitation rather than a financial performance report.
Material Changes
- Listing Transfer: GHQ has submitted an application to list its common stock, warrants, and units on NASDAQ.
- Trading Symbols: Upon approval, trading will commence on September 24, 2009, under the symbols IRDM (common stock), IRDMW (warrants), and IRDMU (units).
- Delisting: GHQ notified NYSE Alternext US LLC of its intent to voluntarily suspend trading on NYSE Amex (symbols GHQ, GHQ.WS, GHQ.U) on or about September 23, 2009.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The Board of Directors has approved the transfer to NASDAQ. The company expects to begin trading on NASDAQ on September 24, 2009, contingent upon listing approval and stockholder approval of the Iridium acquisition at the special meeting.
Risks and Contingencies: The transfer of listing and the commencement of trading under new symbols are subject to:
- Approval for listing on NASDAQ.
- Approval of the acquisition of Iridium Holdings LLC by GHQ stockholders.
Unusual Items: The filing explicitly states that the information contained is not complete and may be changed. Investors are urged to read the Definitive Proxy Statement for complete information regarding the acquisition.
Investor Verification Checklist
- Verify the outcome of the special stockholder meeting scheduled for September 23, 2009, regarding the approval of the Iridium Holdings acquisition.
- Confirm the official listing approval from NASDAQ for the symbols IRDM, IRDMW, and IRDMU.
- Review the Definitive Proxy Statement filed with the SEC for detailed financial data and terms of the acquisition not included in this 8-K.
- Monitor the suspension of trading on NYSE Amex on September 23, 2009.