Item 1.01. Entry into a Material Definitive Agreement.
On
· up to an aggregate of
("Convertible Notes") immediately prior to the closing of the Company's initial business combination (the "Business Combination Closing"). The terms of the Convertible Notes, including the terms on which the Convertible Notes will convert into shares of the Company's Class A common stock ("Class A Common Stock"), will be negotiated by the Company and the Forward Purchasers, each acting in its sole discretion, prior to the issuance of the Convertible Notes. The aggregate total of up to$80,000,000 from the issuance of the Convertible Notes would be received by the Company upon the Business Combination Closing.
· up to an aggregate of 4,000,000 forward purchase securities of the Company (the
"Forward Purchase Securities ") for$10.00 per Forward Purchase Security, or an aggregate total of up to$40,000,000 , immediately prior to the Business Combination Closing. Each Forward Purchase Security would consist of one share of Class A Common Stock issued and sold by the Company and one-sixth of one warrant transferred byAnzu SPAC GP I LLC (the "Sponsor") for no value, with each whole redeemable warrant exercisable to purchase one share of Class A Common Stock for$11.50 per share. The aggregate total of up to$40,000,000 from the issuance of theForward Purchase Securities would be received by the Company upon the Business Combination Closing.
The shares of Class A Common Stock included in the
In addition, under the Forward Purchase Agreements, if the Company determines to
raise capital by the private placement of equity securities in connection with
the Business Combination Closing (the "
Pursuant to the Forward Purchase Agreements, the Forward Purchasers will be
entitled to registration rights with respect to shares of Class A Common Stock
underlying the Convertible Notes, the shares of Class A Common Stock and
warrants included in the
Each Forward Purchase Agreement contains representations and warranties by each
party and conditions to closing, including the approval of the Forward
Purchasers' respective Investment Committees to consummate the purchase of the
Convertible Notes and the
The foregoing description of the Forward Purchase Agreements is qualified in its entirety by reference to the full text of the Forward Purchase Agreements, the forms of which are included as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 3.02. Unregistered Sales of
The Convertible Notes and the
Item 7.01. Regulation FD Disclosure.
On
Forward-Looking Statements
This Current Report on Form 8-K contains statements that constitute
"forward-looking statements," including with respect to the issuance of the
securities under the Forward Purchase Agreements and the amount of proceeds
therefrom and the Business Combination Closing. No assurance can be given that
the issuance of the securities under the Forward Purchase Agreements described
above will be completed on the terms described, or at all. The Company has not
entered into any definitive agreements with respect to a potential business
combination and can provide no assurances regarding the timing of entering into
such agreements or the timing of the Business Combination Closing or that the
Forward Purchasers will ultimately decide to invest therein. Forward-looking
statements are subject to numerous risks, many of which are beyond the control
of the Company, including those set forth in the Risk Factors section of the
Company's final prospectus for its initial public offering, which was filed with
the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Form of Forward Purchase Agreement (Forward Purchase Securities ) 10.2 Form of Forward Purchase Agreement (Convertible Notes) 99.1 Press Release 104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the Inline XBRL document
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