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
Date
of Report (Date of earliest event reported): September 23, 2021
UNION
ACQUISITION CORP. II
(Exact
name of registrant as specified in its charter)
Cayman
Islands
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001-39089
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1425
Brickell Ave., #57B
Miami,
FL
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33131
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 981-0630
Not
Applicable
(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:
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☒
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Units,
each consisting of one ordinary share and one redeemable warrant
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LATNU
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The Nasdaq
Stock Market LLC
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Ordinary
Shares, par value $0.0001 per share
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LATN
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The Nasdaq
Stock Market LLC
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Redeemable
warrants, exercisable for ordinary shares at an exercise price of $11.50 per share
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LATNW
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The Nasdaq
Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
5.07 Submission of Matters to a Vote of Security Holders
On
September 22, 2021, Union Acquisition Corp. II (the “Company,” “Union,” “we,” “us,” or
“our”) held an extraordinary general meeting (the “Extraordinary General Meeting”) of its shareholders in connection
with the proposed business combination (the “Business Combination”) contemplated by the business combination agreement (the
“Business Combination Agreement”), dated as of March 31, 2021, by and among Union, Crynssen Pharma Group Limited, a private
limited liability company registered and incorporated under the laws of Malta (“Procaps Group”), Procaps Group, S.A., a public
limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (“Holdco”)
and OZLEM limited, an exempted company incorporated under the laws of the Cayman Islands. The Business Combination is described in the
definitive proxy statement filed by Union (the “Definitive Proxy Statement”) with the U.S. Securities and Exchange Commission
(the “SEC”) on August 26, 2021.
At
the Extraordinary General Meeting holders of 15,367,317 of the Company’s ordinary shares (the “Ordinary Shares”), which
represents approximately 82.8% of the Ordinary Shares outstanding and entitled to vote as of August 19, 2021, the record date for the
Extraordinary General Meeting, were represented in person or by proxy. At the Extraordinary General Meeting, the shareholders voted on
and approved the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal, in each case as defined and described in
greater detail in the Definitive Proxy Statement and incorporated herein by reference.
The
approval of the Business Combination Proposal and the Nasdaq Proposal each required an ordinary resolution under Cayman Islands law,
being the affirmative vote of a majority of the shareholders of the Company that are entitled to vote and who attended and voted at the
Extraordinary General Meeting. Approval of the Merger Proposal required a special resolution under Cayman Islands law, being the affirmative
vote of a majority of at least two-thirds of the shareholders of Union that are entitled to vote and who attended and voted at the Extraordinary
General Meeting.
Set
forth are the final voting results for each of the proposals:
Approval
of the Business Combination Proposal
The
Business Combination Proposal was approved. The voting results of the Ordinary Shares were as follows:
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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14,868,703
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498,614
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0
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N/A
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Approval
of the Merger Proposal
The
Merger Proposal was approved. The voting results of the Ordinary Shares were as follows:
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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14,868,702
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498,615
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0
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N/A
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Approval
of the Nasdaq Proposal
The
Nasdaq Proposal was approved. The voting results of the Ordinary Shares were as follows:
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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14,867,476
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499,841
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0
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N/A
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The
Company and Procaps Group have agreed to close the Business Combination prior to September 30, 2021 and expect Holdco’s ordinary
shares and warrants to commence trading on the Nasdaq Global Market under the ticker symbols “PROC” and “PROCW,”
respectively, on the first business day after closing occurs.
Item
8.01. Other Events.
As
of 3:00pm Eastern Time on September 22, 2021, a total of 7,657,670 Ordinary Shares had been presented for redemption in connection with
the Extraordinary General Meeting (the “Redemptions”).
Any
demand for redemption may be withdrawn at any time, with Union’s consent, until the closing of the Business Combination. If a Union
shareholder has delivered its shares for redemption to Union’s transfer agent and has decided within the required timeframe not
to exercise its redemption rights, it may request that Union’s transfer agent return the shares. Such requests may be made by contacting
Union’s transfer agent at:
Continental
Stock Transfer & Trust Company
One
State Street Plaza, 30th Floor
New
York, New York 10004
Attention:
Mark Zimkind
Email:
mzimkind@continentalstock.com
On
September 23, 2021, the Company issued a press release announcing the results of the Extraordinary General Meeting. A copy of the press
release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking
Statements
This
information in the Current Report on Form 8-K includes certain forward-looking statements within the meaning of the federal securities
laws, including statements regarding the benefits of the proposed business combination, the anticipated timing of the proposed business
combination, the products offered by Procaps Group and the markets in which it operates, and Holdco’s projected future results.
Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,”
“target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,”
“outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that
are not statements of historical matters. Such forward-looking statements also include the expected listing of the shares and warrants
of Holdco and the closing of the transaction. Such statements are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and are based on management’s belief or interpretation of information currently available. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the
forward-looking statements in this document, including, but not limited to(1) the inability to complete the transactions contemplated
by the proposed Business Combination; (2) the inability to recognize the anticipated benefits of the proposed Business Combination, which
may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (3)
the inability to successfully retain or recruits officers, key employees, or directors following the proposed Business Combination; (4)
effects on the Company’s public securities’ liquidity and trading; (5) the market’s reaction to the proposed Business
Combination; (6) the lack of a market for the Company’s securities; (7) the Company’s and Procaps Group’s financial
performance following the proposed Business Combination; (8) costs related to the proposed Business Combination; (9) changes in applicable
laws or regulations; (10) the possibility that the Company or Procaps Group may be adversely affected by other economic, business, and/or
competitive factors; and (11) other risks and uncertainties indicated from time to time in documents filed or to be filed with the SEC
by the Company. We cannot assure you that the forward-looking statements in this Current Report on Form 8-K prove to be accurate. These
forward-looking statements are subject to a number of significant risks and uncertainties that could cause actual results to differ materially
from expected results, including, among others, the ability to complete the Business Combination due to the failure of the Company to
satisfy other closing conditions in the Business Combination agreement, the occurrence of any event that could give rise to the termination
of the Business Combination agreement, the ability to recognize the anticipated benefits of the Business Combination, the outcome of
any legal proceedings that may be instituted against the Company or Procaps Group following announcement of the proposed Business Combination
and related transactions, the impact of COVID-19 on Procaps Group’s business and/or the ability of the parties to complete the
Business Combination, the ability to obtain or maintain the listing of the Company’s or Procaps Group’s ordinary shares on
Nasdaq following the proposed Business Combination, costs related to the proposed Business Combination, changes in applicable laws or
regulations, the possibility that the Company or Procaps Group may be adversely affected by other economic, business, and/or competitive
factors, and other risks and uncertainties. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks including those included under the header “Risk Factors” in the Definitive Proxy Statement filed
with the SEC and those included under the header “Risk Factors” in the final prospectus of the Company related to its initial
public offering, as well as the Company’s other filings with the SEC. Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Holdco, the Company and Procaps Group
assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Holdco, the Company nor Procaps Group gives any assurance that either Holdco, the Company or Procaps
Group will achieve its expectations.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
The
Exhibit Index is incorporated by reference herein.
EXHIBIT
INDEX
SIGNATURE
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.
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Union Acquisition
Corp. II
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Dated: September
23, 2021
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By:
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/s/ Kyle P.
Bransfield
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Name:
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Kyle P. Bransfield
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Title:
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Chief Executive Officer
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4
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