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, 2019 (September 17, 2019)

 

EXPERIENCE INVESTMENT CORP.

(Exact name of registrant as specified in its charter)

 

 

100 St, Paul St., Suite 800

Denver, CO 80206

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code:  (720) 284-6400

 

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:

 

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

 

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 x

 

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. o

 

 

 

Item 8.01. Other Events.

 

On September 17, 2019, Experience Investment Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 27,500,000 units (the “Units”), including 2,500,000 units issued pursuant to the partial exercise of the underwriters’ over-allotment option to purchase up to an additional 3,750,000 units. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $275,000,000.

 

Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 5,000,000 warrants (the “Private Placement Warrants”) to Experience Sponsor LLC (the “Sponsor”) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,500,000.

 

A total of $275,000,000, comprised of (a) $269,500,000 of the proceeds from the IPO (which amount includes $9,625,000 of the underwriters’ deferred discount) and (b) $5,500,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account, maintained by American Stock Transfer & Trust Company, acting as trustee.

 

Because the underwriters exercised the over-allotment option in part and purchased 2,500,000 of the total possible 3,750,000 additional units, the Sponsor forfeited 312,500 shares of Class B Common Stock of the Company, par value $0.0001 per share (“Founder Shares”) on September 17, 2019 in order to maintain ownership of 20.0% of the issued and outstanding shares of the Company. The Founder Shares forfeited by the Sponsor were cancelled by the Company.

 

An audited balance sheet as of September 17, 2019 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Audited Balance Sheet as of September 17, 2019.

 

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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.

 

	EXPERIENCE INVESTMENT CORP.
	By:	/s/ Eric Affeldt
		Name: Eric Affeldt
		Title:   Chief Executive Officer
Dated: September 23, 2019

 

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