Item 1.01 Entry into a Material Definitive Agreement
On December 7, 2022, Progress Acquisition Corp. (the "Company") issued a
promissory note (the "Note") in the principal amount of up to $850,000 to Isos
Sponsor III LLC (the "Sponsor Member"), which as disclosed in the Company's Form
8-K filed on August 1, 2022, was admitted as a member of Progress Capital I, LLC
(the "Sponsor). The Note was issued in connection with advances the Sponsor
Member may make in the future, to the Company for working capital expenses. The
Note bears no interest and is due and payable upon the earlier to occur of (i)
the date on which the Company consummates its initial business combination and
(ii) the date that the winding up of the Company is effective. At the election
of the Sponsor Member, all or a portion of the unpaid principal amount of the
Note may be converted into the number of warrants, at a price of $1.00 per
warrant (the "Conversion Warrants"). The Conversion Warrants are identical to
the warrants issued by the Company to the Sponsor in a private placement in
connection with the Company's initial public offering. The Conversion Warrants
and their underlying securities are entitled to the registration rights set
forth in the Note.
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.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 7, 2022, David Arslanian resigned as Chief Executive Officer
of the Company and was replaced by George Barrios and Michelle Wilson, who were
appointed as Co-Chief Executive Officers of the Company. Mr. Arslanian's
resignation was not based on any disagreement with the Company on any matter
relating to the Company's operations, policies or practices. Mr. Arslanian will
continue to serve as a President of the Company. In connection with their
appointment as Co-Chief Executive Officers, Mr. Barrios and Ms. Wilson each
vacated their prior position as a President of the Company. Biographical
information for Mr. Barrios and Ms. Wilson is available in the Company's Form
8-K filed on August 1, 2022, such information being incorporated herein by
reference.
Effective December 7, 2022, Richard Gallagher resigned as Chief Financial
Officer of the Company and was replaced by Winston Meade. Mr. Gallagher's
resignation was not based on any disagreement with the Company on any matter
relating to the Company's operations, policies or practices. Biographical
information for Mr. Meade is available in the Company's Form 8-K filed on August
1, 2022, such information being incorporated herein by reference. In connection
with his appointment as Chief Financial Officer, Mr. Meade has vacated his prior
position as the Company's Chief Strategy Officer.
Effective December 7, 2022, Sanjay Puri resigned as a director of the Company
and, in accordance with the Company's governing documents, the vacancy created
by his resignation was filled by Mr. Barrios, with the unanimous approval of the
remaining directors. Mr. Puri's resignation was not based on any disagreement
with the Company on any matter relating to the Company's operations, policies or
practices.
Item 8.01. Other Events
In connection with the issuance of the Note, on December 7, 2022, the Company
drew-down $50,000 and requested the Sponsor Member deposit such amount in the
Company's trust account, such amount being used to fund an extension of the date
by which the Company is required to complete its initial business combination
from December 8, 2022, to January 8, 2023. It is currently anticipated that the
Sponsor Member (or its designee) will fund future extensions until the earlier
of completion of the Company's initial business combination and May 8, 2023 (and
accordingly, the Company does not contemplate announcing each extension),
although there can be no assurances that it, the Sponsor, and/or any other
person will elect to do so. In the event that prior to completion of the
Company's initial business combination, an extension is not funded in accordance
with the terms of the Company's governing documents, the Company will announce
its intention to liquidate through a press release.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Promissory Note dated December 7, 2022
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