Item 1.01 Entry into a Material Definitive Agreement.
On January 18, 2022, Bright Lights Acquisition Corp. ("BLTS") entered into a
Convertible Promissory Note (the "Working Capital Loan") with its sponsor,
Bright Lights Sponsor LLC, a Delaware limited liability company (the "Sponsor").
Pursuant to the Working Capital Loan, the Sponsor has agreed to loan to BLTS up
to $1.5 million to be used for working capital purposes. In December 2021, the
Sponsor advanced $200,000 to BLTS for incurred expenses, which advance is deemed
to have been a drawdown under the Working Capital Loan. Up to $1.5 million of
the loans may be settled in whole warrants to purchase Class A common stock of
BLTS at a conversion price equal to $1.00 per warrant. The loans will not bear
any interest, and will be repayable by BLTS to the Sponsor upon the earlier of
the date by which BLTS must complete an initial business combination pursuant to
its amended and restated certificate of incorporation (as amended from time to
time) and the consummation of the business combination between BLTS, BLTS's
subsidiaries and Manscaped Holdings, LLC ("Manscaped").
The foregoing description of the Working Capital Loan does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
Working Capital Loan, a copy of which is attached hereto as Exhibit 10.1 and
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 information disclosed under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03 to the extent required herein. The
maturity date of the Working Capital Loan may be accelerated upon the occurrence
of an Event of Default (as defined therein). Any outstanding principal under the
Working Capital Loan may be prepaid at any time by BLTS, at its election and
without penalty; provided, however, that the Sponsor shall have a right to first
convert such principal balance as described in Section 6 of the Working Capital
Loan upon notice of such prepayment.
Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02 to the extent required herein. The
warrants that may be issued pursuant to the Working Capital Loan will not be
registered under the Securities Act of 1933, as amended (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. Each warrant will
entitle the holder thereof to purchase one share of Class A common stock of BLTS
at an exercise price of $11.50 per share, subject to certain adjustments. The
warrants shall be identical to the warrants issued to the Sponsor pursuant to
the Private Placement Warrants Purchase Agreement, dated as of January 6, 2021,
by and between BLTS and the Sponsor, in connection with BLTS's initial public
offering that was consummated on January 11, 2021. Such warrants are exercisable
on the later of (i) 30 days after the completion of BLTS's initial business
combination and (ii) 12 months from the closing of BLTS's initial public
offering, subject to certain conditions and exceptions. Such warrants are
identical to the warrants included in the units sold in BLTS's initial public
offering, except that, so long as they are held by the Sponsor or its permitted
transferees: (1) they will not be redeemable by BLTS; (2) they (including the
shares issuable upon exercise of such warrants) may not, subject to certain
limited exceptions, be transferred, assigned or sold by the Sponsor until
30 days after the completion of BLTS's initial business combination; (3) they
may be exercised by the holders on a cashless basis; and (4) they (including the
shares issuable upon exercise of such warrants) are entitled to registration
rights. Such warrants expire at 5:00 p.m., New York City time, five years after
the completion of BLTS's initial business combination, or earlier upon
redemption or liquidation.
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Important Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between BLTS
and Manscaped. This Current Report on Form 8-K 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. In connection
with the transaction described herein, BLTS and Bright Lights Parent Corp.
("ParentCo") have filed and intend to file relevant materials with the U.S.
Securities and Exchange Commission (the "SEC"), including a registration
statement on Form S-4 that was filed with the SEC on January 10, 2022, which
includes BLTS's proxy statement and ParentCo's prospectus. The proxy
statement/prospectus will be sent to all BLTS stockholders. BLTS also will file
other documents regarding the proposed transaction with the SEC. Before making
any voting or investment decision, investors and security holders of BLTS are
urged to read the registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because they will contain
important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by BLTS through the website maintained by the SEC at
www.sec.gov or by directing a request to BLTS to 12100 Wilshire Blvd Suite 1150,
Los Angeles, CA 90025, or via email at info@brightlightsacquisition.com or at
(310) 421-1472.
Participants in the Solicitation
BLTS and Manscaped and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from BLTS's
stockholders in connection with the proposed transaction. Information about
BLTS's directors and executive officers and their ownership of BLTS's securities
is set forth in BLTS's filings with the SEC. Additional information regarding
the interests of those persons and other persons who may be deemed participants
in the proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction. You may obtain free
copies of these documents as described in the preceding paragraph.
Non-Solicitation
This Current Report on Form 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 potential transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of ParentCo, BLTS or Manscaped,
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 the Securities Act.
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Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K that are not
historical facts are forward-looking statements within the meaning of the
federal securities laws, including safe harbor provisions under the United
States Private Securities Litigation Reform Act of 1995. Forward-looking
statements are sometimes accompanied by words such as "believe," "continue,"
"project," "expect," "anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "predict," "plan," "may," "should," "will," "would," "potential,"
"seem," "seek," "outlook" and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters.
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. These statements are based
on various assumptions, whether or not identified in this Current Report on Form
8-K. These forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by an investor
as, a guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of ParentCo, BLTS and Manscaped. Many factors could cause
actual future events to differ from the forward-looking statements in this
Current Report on Form 8-K, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all, which may
adversely affect the price of BLTS's securities, (ii) the risk that the
transaction may not be completed by BLTS's business combination deadline and the
potential failure to obtain an extension of the business combination deadline if
sought by BLTS, (iii) the failure to satisfy the conditions to the consummation
of the transaction, including the approval by the stockholders of BLTS, the
satisfaction of the minimum trust account amount following any redemptions by
BLTS's public stockholders and the receipt of certain governmental and
regulatory approvals, (iv) the inability to complete the PIPE investments, (v)
the occurrence of any event, change or other circumstance that could give rise
to the termination of the Business Combination Agreement, dated as of November
22, 2021, by and among BLTS, ParentCo, Mower Intermediate Holdings, Inc., a
Delaware corporation and a direct wholly owned subsidiary of BLTS, Mower Merger
Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of BLTS,
Mower Merger Sub 2, LLC, a Delaware limited liability company and a direct
wholly owned subsidiary of Mower Intermediate Holdings, Inc., and Manscaped (the
"BCA"), (vi) the effect of the announcement or pendency of the transaction on
Manscaped's business relationships, operating results, and business generally,
(vii) risks that the transaction disrupts current plans and operations of
Manscaped and potential difficulties in Manscaped employee retention as a result
of the transaction, (viii) the outcome of any legal proceedings that may be
instituted against Manscaped or against ParentCo or BLTS related to the BCA or
the transaction, (ix) the ability to maintain the listing of BLTS securities on
the Nasdaq Stock Market or New York Stock Exchange, (x) volatility in the price
of BLTS's securities, (xi) changes in competitive and regulated industries in
which Manscaped operates, variations in operating performance across
competitors, changes in laws and regulations affecting Manscaped's business and
changes in the combined capital structure, (xii) the ability to implement
business plans, forecasts, and other expectations after the completion of the
transaction, and identify and realize additional opportunities, (xiii) the
potential inability of Manscaped to increase its production capacity or to
achieve efficiencies regarding its production process or other costs, (xiv) the
enforceability of Manscaped's intellectual property, including its patents and
trademarks and the potential infringement on the intellectual property rights of
others, (xv) the risk of downturns and a changing regulatory landscape in the
highly competitive industry in which Manscaped operates, and (xvi) costs related
to the transaction and the failure to realize anticipated benefits of the
transaction or to realize estimated pro forma results and underlying
assumptions, including with respect to estimated stockholder redemptions. These
risks and uncertainties may be amplified by the COVID-19 pandemic, which has
caused significant economic uncertainty. 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 BLTS's
Quarterly Reports on Form 10-Q, the registration statement that includes a proxy
statement/prospectus on Form S-4 that ParentCo and BLTS have filed with the SEC
and other documents filed by ParentCo and BLTS from time to time with the SEC.
These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Manscaped, ParentCo and BLTS assume no
obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
None of Manscaped, BLTS or ParentCo gives any assurance that any of them will
achieve its expectations.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1* Convertible Promissory Note, dated as of January 18, 2022, by and
between Bright Lights Acquisition Corp. and Bright Lights Sponsor LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain exhibits, schedules and annexes to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). BLTS agrees to furnish
supplementally a copy of any omitted exhibit, schedule or annex to the SEC upon
its request; however, the Registrant may request confidential treatment of
omitted items.
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