Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
On
The Extension Note and Working Capital Note bear no interest and are repayable
in full upon the consummation of the Company's previously announced business
combination disclosed in its current Report on Form 8-K as filed with the
A copy of each of the Extension Note and Working Capital Note is attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure as set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirely by reference to each such Note.
Item 3.02 Unregistered Sales of
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. An aggregate of 42,477 private placement units of the Company would be issued if the entire principal balance of the Working Capital Note is converted. The warrants constituting a part of the units would be exercisable, subject to the terms and conditions of the warrant and during the exercise period as provided in the warrant agreement governing the warrants. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance and sale of the convertible promissory note, as it was issued to a sophisticated investor without a view to distribution, and was not issued through any general solicitation or advertisement.
Item 8.01 Other Events.
A copy of the press release issued by the Company announcing the extension of the period of time the Company has to consummate its proposed transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 10.1 Promissory Note datedMay 2, 2022 issued in favor of BrooklineCapital Holdings, LLC 10.2 Promissory Note datedMay 2, 2022 issued in favor of BrooklineCapital Holdings, LLC 99.1 Press release datedMay 2, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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