Business Context and Reporting Period
This Form 8-K is filed by Harmony Merger Corp. on April 25, 2017. The filing serves as a Regulation FD disclosure regarding a press release issued by NextDecade, LLC. The report details upcoming investor presentations concerning the previously announced proposed business combination between Harmony Merger Corp. and NextDecade, LLC.
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. The document references the Harmony Merger Corp. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, for historical financial data but does not include those figures within this text.
Material Changes
No material financial changes are reported in this document. The primary event is the announcement of upcoming presentations to stockholders and interested parties regarding the proposed merger transaction.
Guidance, Outlook, and Risks
- Transaction Status: Harmony Merger Corp. intends to hold presentations shortly after this filing to discuss the proposed transactions with NextDecade, LLC.
- 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 2015 IPO and will receive deferred underwriting commissions at closing.
- Forward-Looking Statements: The filing contains forward-looking statements regarding future performance, anticipated financial impacts, stockholder approval, and closing timing. Actual results may differ materially due to various risks.
- Risk Factors: Identified risks include business conditions, weather, regulatory changes, government reviews, litigation, competition in the liquefied natural gas (LNG) sector, and the possibility that the proposed transactions may not close due to a failure to receive stockholder approval or satisfy other conditions.
Investor Verification Checklist
- Verify the terms of the proposed business combination in the preliminary and definitive proxy statements.
- Review Harmony Merger Corp.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, for historical financial data.
- Confirm the record date for the special meeting of stockholders to approve the proposed transactions.
- Assess the specific risks related to the LNG industry and regulatory environment as outlined in the filing.
- Monitor for the release of the definitive proxy statement and final prospectus.