Item 1.01. Entry into a Material Definitive Agreement.
On
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-249814) for the IPO, originally filed with
the
? An Underwriting Agreement, datedJanuary 4, 2021 , by and between the Company andKingswood Capital Markets , division ofBenchmark Investments, Inc. , a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ? A Warrant Agreement, datedJanuary 4, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. ? A Rights Agreement, datedJanuary 4, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as rights agent, a copy of which is attached as Exhibit 4.2 hereto and incorporated herein by reference. ? A Letter Agreement, datedJanuary 4, 2021 , by and among the Company, its officers and directors and the Company's sponsor,ARC Global Investments LLC (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ?An Investment Management Trust Agreement, datedJanuary 4, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ? A Registration Rights Agreement, datedJanuary 4, 2021 , by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. ? A Unit Subscription Agreement, datedJanuary 4, 2021 (the "Unit Subscription Agreement"), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. ? An Administrative Support Agreement, datedJanuary 4, 2021 (the "Administrative Services Agreement"), by and between the Company andBenessere Enterprises Inc. , a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
Item 3.02. Unregistered Sales of
Simultaneously with the closing of the IPO, pursuant to the Unit Subscription
Agreement, the Company completed the private sale of 360,000 units (the "Private
Placement Units") to the Sponsor at a purchase price of
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
1 Item 8.01. Other Events.
A total of
On
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description 1.1 Underwriting Agreement, datedJanuary 4, 2021 , by and between the Company andKingswood Capital Markets , division ofBenchmark Investments, Inc. 3.1 Amended and Restated Certificate of Incorporation. 4.1 Warrant Agreement, datedJanuary 4, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent. 4.2 Rights Agreement, datedJanuary 4, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as rights agent. 10.1 Letter Agreement, datedJanuary 4, 2021 , by and among the Company, its officers and directors and the Sponsor. 10.2 Investment Management Trust Agreement, datedJanuary 4, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee. 10.3 Registration Rights Agreement, datedJanuary 4, 2021 , by and among the Company and certain security holders. 10.4 Unit Subscription Agreement, datedJanuary 4, 2021 , by and between the Company and the Sponsor. 10.5 Administrative Support Agreement, datedJanuary 4, 2021 , by and between the Company andBenessere Enterprises Inc. 99.1 Press Release, datedJanuary 4, 2021 . 99.2 Press Release, datedJanuary 7, 2021 . 2
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