Item 1.01 Entry into a Material Definitive Agreement
On July 12, 2022, AF Acquisition Corp. (the "Company") issued a promissory note
(the "Note") in the principal amount of up to $200,000 to AF Sponsor LLC (the
"Sponsor"). The Note was issued in connection with advances the Sponsor has
made, and may make in the future, to the Company for working capital expenses.
If the Company completes a business combination, the Company would repay the
Note out of the proceeds of the trust account released to the Company.
Otherwise, the Note would be repaid only out of funds held outside the trust
account. In the event that a business combination does not close, the Company
may use a portion of the working capital held outside the trust account to repay
the Note but no proceeds from the trust account would be used to repay the Note.
At the election of the Sponsor, all or a portion of the unpaid principal amount
of the Note may be converted into warrants of the Company at a price of $1.50
per warrant (the "Conversion Warrants"). 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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Promissory Note of the Company, dated July 12, 2022.
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