Current Report Filing (8-k)

 

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

July 28, 2020

Date of Report (Date of earliest event reported)

 

Orisun Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-39014		83-2479505
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

555 Madison Avenue, Room 543 New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: 631-482-6032

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Common Stock, $0.00001 par value, one Redeemable Warrant to acquire one-half of one share of Common Stock, and one Right to acquire one-tenth (1/10) of a share of Common Stock		ORSNU		NASDAQ Capital Market
Common Stock		ORSN		NASDAQ Capital Market
Warrants		ORSNW		NASDAQ Capital Market
Rights		ORSNR		NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On July 28, Orisun Acquisition Corp. (the “Company”) issued two unsecured promissory notes, each in an amount of $222,001 (or an aggregate principal amount of $444,002), to Everstone Investments LLC (“Everstone”) and Ucommune Group Holdings Limited (“Ucommune”) respectively, in exchange for Everstone and Ucommune each depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. The Notes do not bear interest and mature upon closing of a business combination by the Company. In addition, the Notes may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit.

 

Item 8.01 Other Events

 

The Company issued the release filed herewith on August 3, 2020. The materials attached as Exhibit 99.1 are incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated August 3, 2020

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 3, 2020

 

ORISUN ACQUISITION CORP.

 

By:	/s/ Wei Chen
Name:	Wei Chen
Title:	Chief Executive Officer

 

 

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