Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on May 7, 2021, Hennessy Capital Investment Corp. V
("HCIC") entered into a Merger Agreement and Plan of Reorganization (the "Merger
Agreement"), by and among HCIC, PlusAI Corp, an exempted company incorporated
with limited liability in the Cayman Islands ("Plus"), Plus Inc., an exempted
company incorporated with limited liability in the Cayman Islands ("PubCo"),
Prime Merger Sub I, Inc., an exempted company incorporated with limited
liability in the Cayman Islands and a direct, wholly-owned subsidiary of PubCo
("First Merger Sub"), Prime Merger Sub II, Inc., a Delaware corporation and
wholly-owned subsidiary of PubCo ("Second Merger Sub") and Plus Holdings Ltd.,
an exempted company incorporated with limited liability in the Cayman Islands
and wholly-owned subsidiary of Plus ("Plus Holdings") to effect HCIC's initial
business combination (the "Business Combination").
The Merger Agreement was amended and restated (the "A&R Merger Agreement") in
connection and concurrently with the execution and issuance of a warrant by Plus
(the "Specified Customer Warrant") on June 19, 2021, as described further in
Item 8.01 of HCIC's Current Report on Form 8-K filed with the SEC on June 21,
2021. The primary effect of the A&R Merger Agreement was to reflect the issuance
of the Specified Customer Warrant, including an updated capitalization
representation and warranty of Plus, removal of conditional language tied to the
future issuance of the Specified Customer Warrant, and to reflect that Plus's
organizational documents had been updated to add the new class of preferred
shares for which the Specified Customer Warrant could be exercised.
A copy of the A&R Merger Agreement is filed with this Current Report on Form 8-K
as Exhibit 2.1 and is incorporated herein by reference, and the foregoing
description of the A&R Merger Agreement is qualified in its entirety by
reference to the full text of the A&R Merger Agreement filed with this Current
Report on Form 8-K. The A&R Merger Agreement is included to provide security
holders with information regarding its terms. It is not intended to provide any
other factual information about HCIC, Plus or the other parties thereto. In
particular, the assertions embodied in representations and warranties by HCIC,
Plus, Plus Holdings, PubCo, First Merger Sub or Second Merger Sub contained in
the A&R Merger Agreement are qualified by information in the disclosure
schedules provided by the parties in connection with the signing of the A&R
Merger Agreement. These disclosure schedules contain information that modifies,
qualifies and creates exceptions to the representations and warranties set forth
in the A&R Merger Agreement. Moreover, certain representations and warranties in
the A&R Merger Agreement were used for the purpose of allocating risk between
the parties, rather than establishing matters as facts. Accordingly, security
holders should not rely on the representations and warranties in the A&R Merger
Agreement as characterizations of the actual state of facts about HCIC, Plus,
Plus Holdings, PubCo, First Merger Sub or Second Merger Sub.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number Description
2.1* Amended and Restated Merger Agreement and Plan of Reorganization,
dated as of June 19, 2021, by and among Hennessy Capital Investment
Corp. V, PlusAI Corp, Plus Inc., Prime Merger Sub I, Inc., Prime Merger
Sub II, Inc. and Plus Holdings Ltd.
* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Hennessy
Capital Investment Corp. V agrees to furnish supplementally a copy of any
omitted schedule to the Securities and Exchange Commission upon request.
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