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): ~~July~~August 3023, 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 53.0201 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On August ~~July 30~~23, 2018, Barington/Hilco Acquisition Corp., a(“BHAC” ~~Delaware~~or ~~corporation (~~the “Company”), received ~~notification~~a ~~from~~written ~~Mr. Paul Abramowitz that, effective~~notice ~~immediately,~~(the he“Notice”) isfrom ~~resigning~~the asListing aQualifications ~~director~~Department ~~and Chief Executive Officer~~ of ~~the~~The ~~Company.~~Nasdaq ~~There~~Stock ~~were~~Market noLLC ~~disagreements~~(“Nasdaq”) ~~between Mr.~~indicating ~~Abramowitz~~that ~~and~~it ~~the~~was ~~Company~~no onlong ~~any~~in ~~matter~~compliance ~~relating~~with to the ~~Company’s~~Nasdaq ~~operations,~~Listing ~~policies~~Rules or(the ~~practices which resulted in his resignation~~“Rules’). ~~Mr. Abramowitz stepped down for family and other personal reasons.~~

~~Mr.~~In the ~~Israel~~Notice ~~Maxx Abramowitz~~Nasdaq ~~has~~advised ~~assumed~~BHAC ~~the~~that, ~~role~~pursuant ofto ~~Chief~~Rule ~~Executive~~IM-5101-2, ~~Officer~~a ofspecial ~~the~~purpose ~~Company,~~acquisition ~~pending~~company ~~consummation~~(“SPAC”) ofmust complete aone or more business ~~combination~~combinations or within 36 months of the ~~liquidation~~effectiveness of the ~~Company.~~SPAC’s Ininitial ~~addition,~~public offering. Since the Company’s isregistration instatement ~~the~~became ~~process~~effective ofon ~~identifying~~February a5, ~~new~~2015, ~~independent~~it ~~director~~was required to ~~fill the~~complete ~~vacancy~~its oninitial ~~the~~business combination ~~board~~by ofno ~~directors~~later ~~created~~than asFebruary a5, ~~result~~2018. ofSuch ~~Mr.~~rule ~~Abramowitz’s~~also ~~resignation.~~provides Atthat ~~such~~if ~~time~~the ~~that~~Company adoes ~~new director~~not iscomply ~~appointed~~with the ~~Company~~above requirement, Nasdaq will ~~file~~issue ~~another~~a ~~Current~~Staff ~~Report~~Delisting onDetermination ~~Form~~under ~~8-K~~Rule 5810 to ~~announce~~delist ~~such~~the ~~appointment~~Company’s securities.

1Accordingly, Nasdaq has advised BHAC that its securities will be delisted from The Nasdaq Stock Market and, unless the Company requests an appeal of such determination, its securities will be suspended from trading at the opening of business on September 4, 2018 and a Form 25-NSE will be filed with the Securities and Exchange Commission removing the Company’s securities from listing and registration on the Nasdaq Stock Market.

~~SIGNATURES~~In addition, Nasdaq advised the Company that it also does not comply with Nasdaq’s filing requirements for continued listing set forth in Listing Rule 5250(c)(1) because it has not filed its Form 10-Q for the period ended June 30, 2018, which violation serves as an additional basis for delisting.

~~Pursuant~~The Company intends to ~~the~~file ~~requirements of~~its ~~the~~June ~~Securities~~30, ~~Exchange~~2018 ~~Act~~Form of10-Q ~~1934~~with SEC by no later than September 12, ~~the~~2018, ~~registrant~~and ~~has~~is ~~duly~~currently ~~caused~~in ~~this~~negotiations with ~~report~~a third party to beconsummate ~~signed~~a business combination. Accordingly, on ~~its~~August ~~behalf~~30, 2018, the Company appealed the Staff’s delisting determination by requesting a hearing with a Nasdaq Hearings Panel pursuant to the ~~undersigned~~procedures set forth in the Nasdaq ~~hereunto~~Listing ~~duly~~Rule ~~authorized~~5800 Series.

Dated: August 3, 2018	BARINGTON/HILCO ACQUISITION CORP.
	By:	/s/ Colin Conway
		Name: Colin Conway
		Title: Secretary

There can be no assurance that the Company will be able to enter into a definitive agreement to consummate a business combination or that the Nasdaq Hearings Panel will not affirm the Staff’s delisting determination.

2Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1

Press release dated August 30, 2018

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.

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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