Item 1.01. Entry into a Material Definitive Agreement.
On
Under the terms and conditions of the Note, the Company may request up to five
(5) drawdowns of up to
The Note bears no interest and is not secured by the Company's assets. The
principal balance of the Note is due and payable by the Company on the earlier
of: (i)
The principal under the Note may be drawn down by the Company from time to time
prior to the Maturity Date (each, a "Drawdown Request"). Each Drawdown Request
must not be an amount less than
Upon the consummation of the Initial Business Combination and without any
further action by the Company or the Sponsor, the outstanding amount under the
Note shall automatically convert into that number of warrants of the Company or
its successor entity (the "Conversion Warrants"), equal to: (x) the outstanding
amount of the Note being so converted, divided by (y)
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 was attached as Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the period ended
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 3.02. Unregistered Sales of
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On
In light of the above, the Company's Chief Executive Officer and Chief Financial
Officer carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based upon their
re-evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were not
effective during the period of time the error described above persisted, due to
a material weakness in internal controls over financial reporting in analyzing
complex financial instruments. In light of this material weakness, the Company
performed additional analysis as deemed necessary to ensure that the Company's
unaudited interim financial statements were prepared in accordance with
The audit committee discussed the above disclosed matters with the Company's
independent registered public accounting firm,
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Title Number 10.1* Promissory Note, datedNovember 19, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Previously filed (incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report for the quarter ended
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