Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the SEPA, the Company is required to register all shares which YA
may acquire. The Company agreed to file with the
Pursuant to the SEPA, the use of proceeds from the sale of the shares by the Company to YA shall be used by the Company in the manner as will be set forth in the prospectus included in the Registration Statement (and any post-effective amendment thereto) and any prospectus supplement thereto filed pursuant to the SEPA.
There are no other restrictions on future financing transactions. The SEPA does
not contain any right of first refusal, participation rights, penalties or
liquidated damages. The Company has paid
YA has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our common stock during any time prior to the public disclosure of the SEPA.
Unless earlier terminated as provided under the SEPA, the SEPA shall terminate automatically on the earliest of (i) the first day of the month next following the 36-month anniversary of the Effective Date or (ii) the date on which the YA shall have made payment of Advances (as defined in the SEPA) pursuant to the SEPA for the Common Shares equal to the Commitment Amount (as defined in the SEPA).
The foregoing is a summary description of certain terms of the SEPA. For a full description of all terms, please refer to the copy of the SEPA that is filed herewith as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. All readers are encouraged to read the entire text of the SEPA.
--------------------------------------------------------------------------------
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. In the SEPA, YA represented that, among other things, it is an institutional "accredited investor" as defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). The securities referred to in this Current Report on Form 8-K are being issued and sold by the Company to YA in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.
Additional Information and Where to Find It
The Company has filed with the
No Offer or Solicitation
This Form 8-K does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Participants in the Solicitation
AERWINS and the Company and their respective directors and officers and other
members of management and employees may be deemed participants in the
solicitation of proxies in connection with the proposed business combination.
Company stockholders and other interested persons may obtain, without charge,
more detailed information regarding directors and officers of the Company in the
Company's final prospectus and definitive proxy statement, which was declared
effective the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Standby Equity Purchase Agreement, datedJanuary 23, 2023 , by and betweenRegistrant and YA II PN, Ltd. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source