Item 8.01. Other Events.
On July 21, 2014, 1347 Capital Corp. (the "Company") consummated its initial
public offering ("IPO") of 4,000,000 units ("Units"). Each Unit consists of one
share of common stock, $0.0001 par value per share ("Common Stock"), one right
("Right") to receive one-tenth (1/10) of one share of Common Stock automatically
upon consummation of an initial business combination (a "Business Combination")
and one warrant ("Warrant") to purchase one-half of one share of Common Stock at
an exercise price of $11.50 per full share. The Units were sold at an offering
price of $10.00 per Unit, generating gross proceeds of $40,000,000.
Simultaneously with the consummation of the IPO, the Company consummated the
private placement ("Private Placement") to 1347 Investors LLC (the "Sponsor") of
180,000 units (the "Private Units") at a price of $10.00 per Private Unit and
600,000 warrants (the "$15 Exercise Price Sponsor Warrants"), each exercisable
for one share of Common Stock at an exercise price of $15.00 per share, at a
price of $0.50 per $15 Exercise Price Sponsor Warrant, generating total proceeds
of $2,100,000. The Private Units consist of one share of Common Stock, one
right to receive one-tenth (1/10) of one share of Common Stock automatically
upon consummation of a Business Combination and one warrant to purchase one-half
of one share of Common Stock at an exercise price of $11.50 per full share.
A total of $40,000,000 of the net proceeds from the IPO and the Private
Placement were placed in a trust account established for the benefit of the
Company's public stockholders at JP Morgan Chase Bank, N.A. (the "Trust
Account"), with Continental Stock Transfer & Trust Company acting as trustee.
Except for the withdrawal of interest to pay the Company's working capital
requirements or franchise and income taxes, none of the funds held in the Trust
Account will be released until the earlier of the completion of a Business
Combination or the redemption of 100% of the Public Shares if the Company is
unable to consummate a Business Combination within the required timeframe.
On July 23, 2014, the Company completed the sale of 600,000 additional Units
pursuant to the exercise of the over-allotment option granted to the
underwriters of the IPO. The Units issued pursuant to the over-allotment option
were sold at a price of $10.00 per Unit, generating gross proceeds of
$6,000,000. Simultaneously therewith, the Sponsor purchased an additional 18,000
Private Units at a price of $10.00 per Private Unit. As a result of the exercise
of the over-allotment option and the additional purchase of Private Units by the
Sponsor, an additional $6.0 million was deposited in the Trust Account.
An audited balance sheet as of July 21, 2014 reflecting receipt of the proceeds
received by the Company in connection with the closing 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.