Item 1.01 Entry into a Material Definitive Agreement.
Membership Interest Purchase Agreement
On
The Purchase
Pursuant to the MIPA, and subject to the terms, provisions, and conditions set
forth therein, at the closing of the transactions contemplated by the MIPA (the
"Closing"), Seller will sell, assign, and convey to the Company, and the Company
will purchase and accept from Seller, effective as of the Effective Time, one
hundred percent (100%) of the outstanding membership interests (the "Target
Interests") of
The purchase price (the "Base Purchase Price") for the Target Interests will be
(a) cash in the amount of
Conditions to Closing
The obligation of Seller to consummate the transactions contemplated by the MIPA
are subject, at the option of Seller, to the satisfaction on or prior to Closing
of certain conditions, including: (i) the accuracy of certain representations
and warranties of the Company, except for such breaches, if any, as would not
have a material adverse effect; (ii) the performance and observance of all
covenants and agreements to be performed or performed by the Company, except for
such covenants and agreements for which the nonperformance or nonobservance does
not or would not be reasonably expected to have a material adverse effect; (iii)
no proceeding by a third party (including any governmental body) seeking to
restrain, enjoin, or otherwise prohibit the consummation of the transactions
contemplated by the MIPA will be pending before any governmental body or have
resulted in an injunction, order, or award that grants such relief; (iv)
execution and delivery of certain agreements, including the registration rights
agreement and the board observer agreement, by the Company; (v) the aggregate
amount of all valid title defects asserted by the Company do not exceed an
amount equal to 20% of the Base Purchase Price; (vi) the Company will be ready,
willing, and able to pay the Cash Consideration to Seller (with at least
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The obligations of the Company to consummate the transactions contemplated by
the MIPA are subject, at the option of the Company, to the satisfaction on or
prior to Closing of certain conditions, including: (i) the accuracy of certain
representations and warranties of Seller, except for such breaches, if any, as
would not have a material adverse effect; (ii) the performance and observance of
all covenants and agreements to be performed or performed by Seller in all
material aspects; (iii) no proceeding by a third party (including any
governmental body) seeking to restrain, enjoin, or otherwise prohibit the
consummation of the transactions contemplated by the MIPA will be pending before
any governmental body or have resulted in an injunction, order, or award that
grants such relief, with certain exceptions; (iv) execution and delivery of
certain transaction documents and financial statements by Seller; (v) any
waiting period applicable to the transactions contemplated by the MIPA under the
HSR Act will have been terminated or shall have expired; (vi) the transactions
contemplated by the MIPA will have been approved by the Company's stockholders
at a special meeting; (vii) the Minimum Cash Amount plus the principal amount of
the Seller Promissory Note will equal a total amount of
Representations, Warranties and Covenants
The MIPA contains customary representations, warranties and covenants of the Company, Target and Seller.
Termination
The MIPA may be terminated (i) at any time prior to Closing by the mutual prior
written consent of Seller and the Company; (ii) by Seller or the Company if
Closing has not occurred on or before
If the MIPA is validly terminated, the transactions contemplated therein will become void and of no further force or effect without any further action of or liability to indemnitees (absent fraud, or any willful and material breach of the MIPA by a party hereto), and following such termination, Seller will be free immediately to enjoy all rights of ownership of the Target Interests and to sell, transfer, encumber, or otherwise dispose of the Target Interests to any Person without any restriction under this Agreement.
The foregoing description of the MIPA is qualified in its entirety by reference . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the MIPA and the transactions contemplated hereby is incorporated by reference herein. The Share Consideration to be issued to Sellers will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
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Important Information about the Purchase and Where to Find It
In connection with the purchase, the Company intends to file with the
This Current Report on Form 8-K is for informational purposes only and does not constitute 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 Section 10 of the Securities Act, or an applicable exemption from the registration requirements thereof.
Participants in Solicitation
The Company, Seller and their respective directors, executive officers and other
members of their management and employees, under
Forward-Looking Statements
This 8-K contains certain forward-looking statements within the meaning of the
federal securities laws, including statements regarding the benefits of the
Transactions, the anticipated timing of the Transactions and the products
offered by the Company and the markets in which it operates Forward-looking
statements may be identified by the use of words such as "forecast," "intend,"
"seek," "target," "anticipate," "believe," "expect," "estimate," "plan,"
"outlook," and "project" and other similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These
forward-looking statements are based on Seller's and the Company's management's
current expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of future events.
Except as otherwise required by applicable law, the Seller and the Company
disclaim any duty to update any forward-looking statements, all of which are
expressly qualified by the statements in this section, to reflect events or
circumstances after the date hereof. Seller and the Company caution you that
these forward-looking statements are subject to risks and uncertainties, most of
which are difficult to predict and many of which are beyond the control of
Seller and the Company. These risks include, but are not limited to, general
economic, financial, legal, political and business conditions and changes in
domestic and foreign markets; the inability of the parties to successfully or
timely consummate the proposed transactions contemplated by the MIPA or to
satisfy the closing conditions, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the Target; the risk that the approval of
the stockholders of the Company is not obtained; the failure to realize the
anticipated benefits of the proposed purchase, including as a result of a delay
in its consummation; the amount of redemption requests made by the Company's
stockholders; and the occurrence of events that may give rise to a right of one
or both of Seller and the Company to terminate the MIPA. You should carefully
consider the risks and uncertainties described in the "Risk Factors" section of
the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the
registration statement on Form S-1 related to the Company's initial public
offering, the proxy statement/prospectus discussed above and other documents
filed by the Company from time to time with the
4 No Offer or Solicitation
This 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, or Seller, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or exemptions therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Membership Interest Purchase Agreement, dated as ofDecember 27, 2022 , by and among the Company, Sponsor and Seller 10.1 Form of SPAC Stockholder Support Agreement, dated as ofDecember 27, 2022 , by and between the Company and SPAC Stockholder 10.2 Form of Promissory Note, by and between the Company and Seller 10.3 Form of Registration Rights Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Item 601(b)(2) of Regulation S-K.
supplementally a copy of any omitted exhibit or schedule to the
request. 5
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