VPC IMPACT ACQUISITION HOLDINGS II Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
On
The Business Combination Agreement and the Transactions were unanimously
approved by the board of directors of VIH (the "Board") on
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The Business Combination
VIH Merger
At the VIH Merger Effective Time, Merger Sub and VIH shall consummate the VIH Merger, pursuant to which VIH shall be merged with and into Merger Sub, following which the separate corporate existence of VIH shall cease and Merger Sub shall continue as the surviving company (the "Surviving VIH Company").
At the VIH Merger Effective Time, every issued and outstanding unit of VIH (consisting of one VIH Class A Ordinary Share and one-fourth of a VIH Public Warrant, as defined below, the "VIH Units"), to the extent not detached, shall be automatically detached and the holder thereof shall be deemed to hold one VIH Class A Ordinary Share and one-fourth of a warrant of VIH.
At the VIH Merger Effective Time, every issued VIH Class B Ordinary Share will convert into one VIH Class A Ordinary Share on a one-for-one basis (the "VIH Share Recapitalization") and, immediately thereafter every issued VIH Class A Ordinary Share (other than those owned by VIH as treasury shares, which shall be canceled and extinguished without any conversion thereof or payment therefor) shall automatically be cancelled and cease to exist in exchange for one Holdco Class A Ordinary Share (in the form of one Holdco Class A ADS).
At the VIH Merger Effective Time, in accordance with the terms of the Warrant
Agreement dated
At the VIH Merger Effective Time, by virtue of the VIH Merger and without any
action on the part of any party hereto or the holders of any shares of VIH,
Target Company Shareholder Consideration . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this "Current Report") with respect to the issuance of VIH Ordinary Shares pursuant to the Subscription Agreements is incorporated by reference into this Item 3.02. The shares of Holdco Class A Ordinary Shares to be issued in connection with the Private Placement in connection with the Closing will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
On
Attached as Exhibit 99.2 and incorporated by reference herein is the investor
presentation dated
A conference call by management of VIH and the
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of VIH under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.
Forward-Looking Statements
This document includes "forward-looking statements" within the meaning of the
federal securities laws with respect to the proposed transaction between
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The forward-looking statements and financial forecasts and projections contained
in this document are subject to a number of factors, risks and uncertainties.
Potential risks and uncertainties that could cause the actual results to differ
materially from those expressed or implied by forward-looking statements
include, but are not limited to, changes in domestic and foreign business,
market, financial, political and legal conditions; the timing and structure of
the business combination; changes to the proposed structure of the business
combination that may be required or appropriate as a result of applicable laws
or regulations; the inability of the parties to successfully or timely
consummate the business combination, the PIPE investment and other transactions
in connection therewith, including as a result of the COVID-19 pandemic or the
risk that any regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the combined company or
the expected benefits of the business combination or that the approval of the
shareholders of VIH or FinAccel is not obtained; the risk that the business
combination disrupts current plans and operations of VIH or FinAccel as a result
of the announcement and consummation of the business combination; the ability of
FinAccel to grow and manage growth profitably and retain its key employees
including its chief executive officer and executive team; the inability to
obtain or maintain the listing of the post-acquisition company's securities on
Nasdaq following the business combination; failure to realize the anticipated
benefits of business combination; risk relating to the uncertainty of the
projected financial information with respect to FinAccel; the amount of
redemption requests made by VIH's shareholders and the amount of funds available
in the VIH trust account; the overall level of demand for FinAccel's services;
general economic conditions and other factors affecting FinAccel's business;
FinAccel's ability to implement its business strategy; FinAccel's ability to
manage expenses; changes in applicable laws and governmental regulation and the
impact of such changes on FinAccel's business, FinAccel's exposure to litigation
claims and other loss contingencies; the risks associated with negative press or
reputational harm; disruptions and other impacts to FinAccel's business, as a
result of the COVID-19 pandemic and government actions and restrictive measures
implemented in response; FinAccel's ability to protect patents, trademarks and
other intellectual property rights; any breaches of, or interruptions in,
FinAccel's technology infrastructure; changes in tax laws and liabilities; and
changes in legal, regulatory, political and economic risks and the impact of
such changes on FinAccel's business. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other
risks and uncertainties described in the "Risk Factors" section of Kredivo's
registration statement on Form F-4, the proxy statement/consent solicitation
statement/prospectus discussed below, VIH's Quarterly Report on Form 10-Q and
other documents filed by Kredivo or VIH from time to time with the
Forward-looking statements speak only as of the date they are made. VIH and FinAccel anticipate that subsequent events and developments may cause their assessments to change. However, while Kredivo, VIH and FinAccel may elect to update these forward-looking statements at some point in the future, Kredivo, VIH and FinAccel specifically disclaim any obligation to do so, except as required by law. The inclusion of any statement in this document does not constitute an admission by FinAccel nor VIH or any other person that the events or circumstances described in such statement are material. These forward-looking statements should not be relied upon as representing VIH's or FinAccel's assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. In addition, the analyses of FinAccel and VIH contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the FinAccel, VIH or any other entity.
Non-IFRS Financial Measures
This document may also include references to non-IFRS financial measures. Such non-IFRS measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with IFRS, and such non-IFRS measures may be different from non-IFRS financial measures used by other companies.
Important Information About the Proposed Transactions and Where to Find It
This document relates to a proposed transaction between FinAccel and VIH. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transactions will be submitted to shareholders of VIH for their consideration.
Kredivo intends to file a registration statement on Form F-4 (the "Registration
Statement") with the
After the Registration Statement has been filed and declared effective, VIH will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed transactions. This communication is not a substitute for the Registration . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report. Exhibit No. Description 2.1* Business Combination Agreement, dated as ofAugust 2, 2021 , by and amongVPC Impact Acquisition Holdings II ,AG1 Holdings, Ltd. ,AG2 Holdings, Ltd. ,FinAccel Pte. Ltd. , theTarget Company Shareholders, and the Shareholders Representative. 10.1 Form of Subscription Agreement. 10.2 FounderHolder Agreement , dated as ofAugust 2, 2021 , by and amongVPC Impact Acquisition Holdings II , its executive officers, its directors, andVPC Impact Acquisition Holdings Sponsor II, LLC . 99.1 Joint Press Release, dated as ofAugust 2, 2021 . 99.2 Investor Presentation. 99.3 Script forJuly 30, 2021 Conference Call
* The schedules and similar attachments to this Exhibit have been omitted in
accordance with Item 601(a)(5) Regulation S-K. VIH agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
request.
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