Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On November 17, 2021, Kadem Sustainable Impact Corporation, a Delaware
corporation (the "Company"), issued an unsecured promissory note (the "Note") in
the principal amount of $1,500,000 to Kadem Management, LLC, a Delaware limited
liability company (the "Sponsor"). The Note does not bear interest and is
repayable in full upon consummation of the Company's initial business
combination (a "Business Combination"). If the Company does not complete a
Business Combination, the Note shall not be repaid and all amounts owed under it
will be forgiven. Upon the consummation of a Business Combination, the Sponsor
shall have the option, but not the obligation, to convert all or a portion of
the unpaid principal balance of the Note into that number of warrants to
purchase one share of Class A Common Stock, $0.0001 par value per share, of the
Company (the "Working Capital Warrants") equal to the principal amount of the
Note so converted divided by $1.00. The terms of the Working Capital Warrants
will be identical to the terms of the warrants issued by the Company to the
Sponsor in a private placement that took place simultaneously with the Company's
initial public offering. The Note is subject to customary events of default, the
occurrence of which automatically trigger the unpaid principal balance of the
Note and all other sums payable with regard to the Note becoming immediately due
and payable.
The Note was issued pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The disclosure set forth in this Item 2.03 is
intended to be a summary only and is qualified in its entirety by reference to
the Note.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Promissory Note, dated November 17, 2021, issued by the Company to
the Sponsor
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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