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~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): June 1, 2021~~1934

Date of Report (Date of earliest event reported): June 2, 2021

BOINGO WIRELESS, INC.

(Exact name of Registrant as Specified in Charter)

Delaware		001-35155		95-4856877
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10960 Wilshire Blvd., 23rd Floor Los Angeles, California		90024
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 586-5180

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 (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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:

Common Stock, $0.0001 par value		WIFI		The Nasdaq Stock Market LLC
(Title of each class)		(Trading symbol(s))		(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~Rule~~ 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.~~Introduction

On June 1 2, 2021, ~~Boingo~~White ~~Wireless~~Sands Bidco, Inc., a Delaware corporation (~~the~~ “~~Company~~Merger Sub”), ~~held~~and a ~~special~~wholly ~~meeting~~owned subsidiary of ~~stockholders~~White Sands Parent, Inc., a Delaware corporation (“Parent”), completed its merger (the “~~Special Meeting~~Merger”) to ~~vote~~with onand ~~the~~into ~~proposals~~Boingo ~~described~~Wireless, inInc., a Delaware corporation (the “Company’s”), ~~definitive~~pursuant ~~proxy~~to ~~statement~~the ~~filed~~terms ~~with~~of the ~~U.S.~~Agreement ~~Securities~~ and ~~Exchange~~Plan ~~Commission on~~of ~~April 28~~Merger, ~~2021.~~dated Aas ~~total~~ of 44February 26,~~751,010~~ ~~shares of~~ 2021 (the ~~Company’s~~“Merger ~~common~~Agreement”), ~~stock~~by ~~were~~and ~~entitled~~among toParent, ~~vote~~Merger atSub and the ~~close~~Company. ofThe ~~business on~~Company ~~April 16,~~was ~~2021,~~ the ~~record~~surviving ~~date~~corporation in ~~for~~ the ~~Special~~Merger ~~Meeting~~ and, ~~approximately~~as 28a result,~~147,762~~ ~~shares~~is ofnow ~~the~~a ~~Company’s~~wholly ~~common~~owned ~~stock issued~~subsidiary ~~and~~of ~~outstanding~~Parent. ~~were~~Parent ~~present~~is atcontrolled ~~the~~by ~~Special~~investment ~~Meeting~~funds oraffiliated ~~represented~~with byDigital Colony ~~proxy~~Partners atII, ~~the~~LP ~~Special~~(“Digital ~~Meeting,~~Colony ~~representing~~Partners”) ~~approximately 62.9%~~and ofis ~~those~~beneficially ~~shares~~owned ~~entitled~~by tosuch ~~vote,~~funds ~~which~~and ~~constituted~~certain aother ~~quorum~~investors.

~~Each~~Item of2.01 ~~the~~Completion ~~proposals~~of ~~upon~~Acquisition ~~which~~or ~~the~~Disposition ~~Company’s stockholders voted at the Special Meeting, and the final, certified results reported by the Company’s independent inspector~~ of ~~elections, Broadridge Financial Solutions, Inc~~Assets. ~~are set forth below.~~

1.The ~~Proposal~~information to approve and adopt 1) the Merger Agreement and Plan of Merger, dated as of February 26, 2021, by and among White Sands Parent, Inc., White Sands Bidco, Inc. (the “Merger Sub”) and the Company (the “Merger Agreement”), providing for, subject to the terms and conditions set forth in the ~~Merger~~Introduction ~~Agreement,~~to this ~~the~~Current ~~merger~~Report ofon ~~Merger~~Form ~~Sub~~8-K ~~with and into the Company~~ (the “~~Merger~~Introduction”), ~~with~~is ~~the~~incorporated ~~Company~~into ~~surviving~~this ~~the~~Item ~~Merger as a wholly owned subsidiary of Parent;~~ 2).01 ~~the Merger contemplated~~ by ~~the Merger Agreement~~reference.

For		Against		Abstain		Broker Non-Votes
28,090,999		29,096		27,667		-

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of the Company (“Common Stock”) issued and outstanding as of immediately prior to the Effective Time (other than Dissenting Common Stock, shares held in the treasury of the Company or shares owned by Parent or Merger Sub) were cancelled and automatically converted into the right to receive cash in an amount equal to $14.00, net of applicable withholding taxes and without interest thereon (the “Per Share Merger Consideration”). Company stock options were cancelled at the Effective Time and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the Per Share Merger Consideration over the applicable exercise price multiplied by (ii) the number of shares of Common Stock subject to such stock option (less applicable deductions and withholdings). Company restricted stock units (including any restricted stock units which are subject to performance conditions that had not been satisfied at the Effective Time, which were deemed satisfied in accordance with the terms of the applicable stock plans and award agreements) were cancelled at the Effective Time and converted into the right to receive an amount in cash equal to (i) the Per Share Merger Consideration multiplied by (ii) the number of shares of Common Stock subject to such restricted stock unit (less applicable deductions and withholdings).

~~This~~Item ~~proposal~~3.01 ~~was~~Notice ~~approved~~of byDelisting ~~the~~or ~~Company’s~~Failure ~~stockholders~~to atSatisfy ~~the Special~~a ~~Meeting~~Continued Listing Rule or Standard; Transfer of Listing.

2.In ~~Proposal~~connection towith ~~adjourn~~the closing of the ~~Special~~Merger, ~~Meeting~~on June 1, 2021, the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) of its intent to remove its Common Stock from listing on Nasdaq and requested Nasdaq file a ~~later~~Notification ~~date~~of Removal from Listing and/or ~~dates~~Registration on ifForm ~~necessary~~25 orwith ~~appropriate~~the Securities and Exchange Commission (the “SEC”) to ~~solicit~~delist ~~additional~~and ~~proxies~~deregister ifits ~~there~~shares ~~were~~of ~~insufficient~~Common ~~votes~~Stock. The Company intends to ~~adopt~~file with the ~~Merger~~SEC ~~Agreement~~a atForm 15 under the ~~time~~Securities Exchange Act of 1934, as amended (the ~~Special~~“Exchange ~~Meeting~~Act”), requesting the deregistration of the Common Stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading of the Shares on Nasdaq was suspended as of the closing of trading on June 1, 2021.

For		Against		Abstain		Broker Non-Votes
26,525,540		1,585,132		37,090		-

Item 3.03

Material Modification to Rights of Security Holders.

~~This~~The ~~proposal~~information ~~was~~set ~~approved~~forth byin the ~~Company’s~~Introduction ~~stockholders~~and under atItems ~~the Special~~2.01 ~~Meeting~~and 5.03 to this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

3Item 5.01 ~~Non-binding,~~Changes ~~advisory proposal to approve compensation that will or may become payable by the Company to its named executive officers~~ in ~~connection~~Control ~~with~~of ~~the Merger~~Registrant.

For		Against		Abstain		Broker Non-Votes
26,990,104		1,018,516		139,142		-

The information set forth in the Introduction and under Item 2.01 to this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

~~This~~In ~~proposal~~connection ~~was~~with ~~approved~~the byMerger, the ~~Company’s~~aggregate ~~stockholders~~purchase price atpaid for all equity securities of the Company was approximately $650 million. The purchase price was funded by equity financing ~~Special~~from ~~Meeting~~Digital Colony Partners and debt financing from Truist Bank, Truist Securities, Inc., The Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC and CIT Bank, N.A.

Parent has pledged shares of the Company in connection with the debt financing described above. To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company or Parent, the operation of which may at a subsequent date result in a further change in control of the Company.

The foregoing description of the Merger Agreement and related transactions (including, without limitation, the Merger) does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021 and incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger and as contemplated by the Merger Agreement (and not because of any disagreement with the Company), all of the directors of the Company ceased to be directors of the Company, as of the Effective Time. In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub became directors of the Company. At the Effective Time, the Company’s board of directors consisted of Warren Roll, Liam Stewart, and Jeffrey Ginsburg.

The officers of the Company immediately prior to the Effective Time continued as officers of the Company following the Effective Time.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation set forth on Exhibit A to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”) in accordance with the terms of the Merger Agreement. In addition, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated to be identical to the bylaws of Merger Sub, other than the name of Merger Sub, which was replaced by the name of the Company (the “Bylaws”). Copies of the Amended and Restated Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 8.01

Other Events.

On June 2, 2021, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of the Company.

3.2		Bylaws of the Company.

99.1		Press Release, dated June 2, 2021, issued by the Company.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

BOINGO WIRELESS, INC.

	BOINGO WIRELESS, INC.

DATE: June 2, 2021	By:	/s/ Peter Hovenier
	Name:	Peter Hovenier
	Title:	Chief Financial Officer and Secretary

DATE: June 1, 2021 By: /s/ Peter Hovenier

Name: Peter Hovenier Title: Chief Financial Officer and Secretary

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