Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
The Note bears no interest and is payable in full upon the earlier to occur of
(i) twenty-four (24) months from the closing of the initial public offering (or
such later date as may be extended in accordance with the terms of the Company's
Amended and Restated Memorandum and Articles of Association) or (ii) the
consummation of the Company's business combination. A failure to pay the
principal within five business days of the date specified above or the
commencement of a voluntary or involuntary bankruptcy action shall be deemed an
event of default, in which case the Note may be accelerated. The affiliates of
the Payee have the option to convert any unpaid balance of the Note into private
placement warrants (the "Conversion Warrants"), each warrant exercisable for one
ordinary share of the Company at an exercise price of
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Promissory Note datedJanuary 28, 2022 , issued byPrimavera Capital Acquisition Corporation toPrimavera Capital Acquisition LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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