Business Context and Reporting Period
This Form 8-K is filed by Atlantic Acquisition Corp. (not HF Foods Group Inc.) on August 21, 2017. The registrant is a Delaware corporation and an emerging growth company. The report details the consummation of its Initial Public Offering (IPO) and related private placements, including the partial exercise of an over-allotment option.
Key Financial Metrics
- Gross Proceeds from IPO: $40,000,000 from the sale of 4,000,000 Units at $10.00 per Unit.
- Gross Proceeds from Over-Allotment: $4,250,000 from the sale of 425,000 Units at $10.00 per Unit.
- Gross Proceeds from Private Placements: $3,412,500 total ($3,200,000 from 320,000 Private Units and $212,500 from 21,250 additional Private Units).
- Total Funds in Trust Account: $45,135,000 placed in a trust account for public stockholders.
- Stock Cancellations: 43,753 shares of common stock issued to initial stockholders were canceled following the cancellation of the remainder of the over-allotment option.
Material Changes
The primary material change is the completion of the capital raise activities. The underwriters exercised their over-allotment option in part on August 21, 2017, purchasing 425,000 additional Units. The remaining portion of the over-allotment option was canceled on August 22, 2017. Consequently, the company adjusted its capital structure by canceling specific shares held by initial stockholders.
Outlook, Risks, and Contingencies
The filing does not provide specific financial guidance, profit margins, or cash flow projections as the company is a special purpose acquisition company (SPAC) in the pre-business combination phase. The primary contingency is the requirement to complete an initial business combination. Private Unit holders are restricted from transferring their securities until this combination is completed. The filing includes a pro-forma balance sheet as Exhibit 99.1.
Investor Verification Checklist
- Verify the discrepancy between the requested company name (HF Foods Group Inc.) and the actual registrant (Atlantic Acquisition Corp.).
- Confirm the total amount held in the trust account ($45,135,000) against the pro-forma balance sheet in Exhibit 99.1.
- Review the restrictions on Private Units regarding transferability prior to a business combination.
- Check the status of the remaining over-allotment option (canceled on August 22, 2017).