Item 1.01 Entry into a Material Definitive Agreement.
The information disclosed under Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on
Termination of BCA
On
Pursuant to the Termination Agreement, subject to certain exceptions, BLTS and
Manscaped have also agreed, on behalf of themselves and their respective related
parties, to a release of claims relating to the Contemplated Business
Combination. Manscaped has also agreed to pay BLTS the sum of
Termination of Related Agreements
As a result of the termination of the BCA, the BCA will be of no further force
and effect, and each of the transaction agreements entered into in connection
with the BCA, including, but not limited to, (i) the Sponsor Support Agreement
(as amended, the "SSA"), dated as of
The foregoing descriptions of the Termination Agreement, the BCA, the SSA, the
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Item 7.01 Regulation FD Disclosure.
The information disclosed under Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01 to the extent required.
On
As a result of the termination of the BCA, the special meeting of the
stockholders of BLTS, which was to be held for the purpose of voting on the BCA
and proposed transactions related thereto, will not take place, and BLTS and
ParentCo intend to withdraw the Registration Statement on Form S-4 originally
filed with the
The information in this Item 7.01, including Exhibit 99.1, 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 BLTS under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
may relate to a future potential business combination and any other statements
relating to future results, strategy and plans of BLTS (including certain
statements which may be identified by the use of the words "plans", "expects",
"does not expect", "estimated", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", "does not anticipate", or
"believes", or variations of such words and phrases, or state that certain
actions, events or results "may", "could", "would", "might", "projects", "will",
"will be taken", "occur" or "be achieved"). Forward-looking statements are based
on the opinions and estimates of management of BLTS, as of the date such
statements are made, and they are subject to known and unknown risks,
uncertainties, assumptions and other factors that may cause the actual results,
level of activity, performance or achievements to be materially different from
those expressed or implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to, the occurrence of any event,
change or other circumstances that could give rise to a delay in or the failure
to close a future potential business combination, the amount of redemptions, the
ability to retain key personnel and the ability to achieve stockholder and
regulatory approvals, industry trends, legislation or regulatory requirements
and developments in the global economy as well as the public health crisis
related to the coronavirus (COVID-19) pandemic and resulting significant
negative effects to the global economy, disrupted global supply chains and
significant volatility and disruption of financial markets, increased operating
costs and the impact of government shutdowns. Additional information on these
and other factors that may cause actual results and BLTS' performance to differ
materially is included in BLTS' periodic reports filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Mutual Termination and Release Agreement, dated as ofAugust 18, 2022 , by and amongBright Lights Acquisition Corp. ,Bright Lights Parent Corp. ,Mower Intermediate Holdings, Inc. ,Mower Merger Sub Corp. , Mower Merger Sub 2, LLC, andManscaped Holdings, LLC 99.1 Press Release, datedAugust 18, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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