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): ~~August~~ 23October 31, 2018

BARINGTON/HILCO ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-36832		47-1455824
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. Employer Identification No.)

10990 Wilshire Blvd., Penthouse

Los Angeles, CA

90024

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (310) 734-1310

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))

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.

Item 38.01 ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

~~On August 23, 2018,~~ Barington/Hilco Acquisition Corp. (~~“BHAC” or~~ the “Company”) ~~received~~has failed to timely complete a ~~written~~business ~~notice~~combination in accordance with the terms of the Company’s amended and restated certificate of incorporation (the “~~Notice~~Charter”). ~~from~~As a result, on November 1, 2018, the ~~Listing~~Company ~~Qualifications~~will ~~Department~~begin the process of ~~The~~redeeming ~~Nasdaq~~100% ~~Stock~~of ~~Market~~the ~~LLC~~company’s public shares of common stock (the “~~Nasdaq~~Redemption”) at ~~indicating~~a price per share of approximately $10.87854059 (the “Redemption Amount”). The Redemption Amount will be distributed ~~that~~to iteach ~~was~~of nothe ~~long~~Company’s public shareholder’s on a pro rata basis in ~~compliance~~accordance with the ~~Nasdaq~~total ~~Listing~~amount ~~Rules~~of (funds held in the Company’s trust account. The Redemption Amount will be payable to each of the Company’s public shareholders upon presentation of their respective stock certificates to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of the public shares held in “~~Rules~~street name,” however, will not need to take any action in order to receive the Redemption Amount. The Company is obligated to complete the Redemption as promptly as reasonably practicable, although under the terms of the Company’s Charter it must complete the Redemption by no later than ten (10) business days after October 31, 2018.

InThe ~~the~~Company ~~Notice~~anticipates ~~Nasdaq advised BHAC~~ that, ~~pursuant~~its topublic ~~Rule~~shares ~~IM-5101-2,~~will acease ~~special~~trading ~~purpose~~as ~~acquisition company (“SPAC”) must complete one or more business combinations within 36 months~~ of the ~~effectiveness~~open of ~~the~~business ~~SPAC’s initial public offering. Since the Company’s registration statement became effective~~ on ~~February~~November 51, ~~2015,~~2018 itin ~~was~~order ~~required~~ to ~~complete its initial business~~allow ~~combination~~time byfor nothe ~~later~~settlement ~~than~~of ~~February 5, 2018~~trades. ~~Such~~As ~~rule~~of ~~also~~the ~~provides~~close ~~that~~of ifbusiness ~~the~~on ~~Company~~November ~~does~~1, ~~not~~2018, ~~comply with~~ the ~~above~~public ~~requirement, Nasdaq~~shares will ~~issue~~be adeemed ~~Staff~~cancelled and ~~Delisting~~will ~~Determination~~represent ~~under~~only ~~Rule~~the ~~5810~~right to ~~delist~~receive the ~~Company’s~~Redemption ~~securities~~Amount.

~~Accordingly,~~The ~~Nasdaq~~Company’s ~~has~~initial ~~advised~~shareholders ~~BHAC~~have ~~that~~waived ~~its~~their ~~securities~~redemption ~~will~~rights bewith ~~delisted~~respect ~~from~~to ~~The~~the ~~Nasdaq~~outstanding ~~Stock~~shares ~~Market~~of ~~and,~~common ~~unless~~stock issued prior to the Company’s ~~requests~~initial anpublic ~~appeal of~~offering. ~~such~~There ~~determination,~~will ~~its~~be ~~securities~~no ~~will~~redemption berights ~~suspended~~or ~~from~~liquidating ~~trading~~distributions atwith respect to the ~~opening~~Company’s ofwarrants ~~business~~or onother ~~September 4~~rights, ~~2018~~which will expire and abecome ~~Form 25-NSE~~worthless. ~~will~~After beOctober ~~filed~~31, ~~with~~2018, the ~~Securities~~Company shall ~~and~~cease ~~Exchange~~all ~~Commission~~operations ~~removing~~except ~~the~~for ~~Company’s~~those ~~securities~~required ~~from~~to ~~listing~~wind ~~and~~up ~~registration on~~ the ~~Nasdaq~~Company’s ~~Stock Market~~business.

InThe ~~addition,~~Company ~~Nasdaq~~has been advised ~~the Company~~ that itNASDAQ ~~also~~will ~~does~~file ~~not~~a ~~comply~~Form 25 with ~~Nasdaq’s~~the ~~filing~~United ~~requirements~~States ~~for~~Securities ~~continued~~and ~~listing set~~Exchange ~~forth~~Commission in(the ~~Listing~~“Commission”) to ~~Rule~~delist ~~5250(c)(1)~~the ~~because~~Company’s itsecurities. ~~has~~Thereafter, ~~not~~the ~~filed~~Company ~~its~~will file a Form ~~10-Q~~15 ~~for~~with the ~~period~~Commission ~~ended~~to ~~June~~terminate ~~30,~~the ~~2018,~~registration of ~~which~~its ~~violation serves~~securities asunder anthe ~~additional~~Securities ~~basis~~Exchange ~~for~~Act ~~delisting~~of 1934, as amended.

~~The~~Cautionary ~~Company~~Note ~~intends~~Regarding ~~to file its June 30, 2018 Form 10~~Forward-QLooking with SEC by no later than September 12, 2018, and is currently in negotiations with a third party to consummate a business combination. Accordingly, on August 30, 2018, the Company appealed the Staff’s delisting determination by requesting a hearing with a Nasdaq Hearings Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series.Statements

~~There~~Certain information ~~can~~contained in this Current Report on Form 8-K may be nodeemed ~~assurance~~to ~~that~~constitute forward-looking statements within the ~~Company~~meaning ~~will~~of bethe ~~able~~“safe toharbor” ~~enter~~provisions ~~into~~of athe ~~definitive~~Private ~~agreement~~Securities Litigation Reform Act of 1995. These forward-looking statements relate to ~~consummate~~expectations aor ~~business~~forecasts ~~combination~~for future events, including, without limitation, the redemption of the Company’s public shares. These statements may be preceded by, followed by or ~~that~~include the ~~Nasdaq~~words ~~Hearings~~“may,” ~~Panel~~“might,” “will,” “will ~~not~~likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” ~~affirm~~“intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. Such statements are subject to certain risks and uncertainties that could cause our actual results in the ~~Staff~~future to differ materially from the Company’s ~~delisting~~historical ~~determination~~results and those presently anticipated or projected. The Company wishes to caution investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date. The Company assumes no obligation to update forward-looking statements except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.

~~Item 9.01. Financial Statements and Exhibits~~1

~~(d) Exhibits.~~SIGNATURES

~~Exhibit~~Pursuant to ~~99.1~~the ~~Press~~requirements ~~release~~of ~~dated~~the ~~August~~Securities 30Exchange Act of 1934, ~~2018~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

Dated: October 31, 2018	BARINGTON/HILCO ACQUISITION CORP.

	By:	/s/ Israel Maxx Abramowitz
		Name: Israel Maxx Abramowitz
		Title: Chief Executive Officer

~~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.~~2

Dated: August 30, 2018	BARINGTON/HILCO ACQUISITION CORP.
	By:	/s/ Israel Maxx Abramowitz
		Name: Israel Maxx Abramowitz
		Title: Chief Executive Officer

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