SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 30, 2004
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ARPEGGIO ACQUISITION CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-50781 20-0953973
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10 East 53rd Street, 36th Floor, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 319-7676
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On June 30, 2004, the initial public offering ("IPO") of 6,800,000
Units ("Units") of Arpeggio Acquisition Corporation (the "Company"), including
800,000 Units issued upon exercise of the underwriters' over-allotment option,
was consummated. Each Unit consists of one share of Common Stock, $.0001 par
value per share ("Common Stock"), and two Warrants ("Warrants"), each to
purchase one share of Common Stock. The Units were sold at an offering price of
$6.00 per Unit, generating gross proceeds of $40,800,000. Audited financial
statements as of June 30, 2004 reflecting receipt of the proceeds upon
consummation of the IPO have been issued by the Company and are included as
Exhibit 99.1 to this Current Report on Form 8-K.
The Company has been informed by EarlyBirdCapital, Inc., the
representative of the underwriters in the IPO, that, if this Current Report on
Form 8-K is filed on June 30, 2004, then separate trading of the Common Stock
and Warrants included in the Company's Units may commence on or about July 7,
2004. A copy of the press release announcing separate trading of the Common
Stock and Units is included as Exhibit 99.2 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits:
Exhibit 99.1 Audited Financial Statements
Exhibit 99.2 Press release dated June 30, 2004
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.
Dated: June 30, 2004 ARPEGGIO ACQUISITION CORPORATION
By: /s/ Eric S. Rosenfeld
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Eric S. Rosenfeld
Chairman, Chief Executive Officer and
President