Item 1.01 Entry Into A Material Definitive Agreement.
On
In addition to the payment of the Purchase Price, the Company also assumed the
following obligations: (i) responsibility for all of SPAC's public company
reporting obligations, (ii) the right to provide an extension payment and extend
the deadline of the SPAC to complete an initial business combination from 15
months from
Pursuant to the Agreement, the Company replaced the SPAC's current directors and
officers with directors and officers the Company selected in its sole
discretion. Following the closing of the Agreement, the SPAC changed its name to
In addition to the Agreement, the Company also entered into the Assignment, Assumption, Release and Waiver of the Letter Agreement pursuant to which the Original Sponsor and each of the parties to the Letter Agreement (defined below) agreed that all rights, interests and obligations of the Original Sponsor under the Letter Agreement (as defined below) were hereby assigned to the Company and that the Original Sponsor will have no further rights, interests or obligations under the Letter Agreement as of the Closing Date.
The letter agreement dated
Finally, in addition to the Agreement, the Company entered into the Joinder to
the Registration Rights Agreement pursuant to which the Company agreed to become
a party to the Registration Rights Agreement dated as of
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.
Item 7.01 Regulation FD Disclosure.
On
The furnishing of the press release is not an admission as to the materiality of
any information therein. The information contained in the press release is
summary information that is intended to be considered in the context of more
complete information included in the Company's filings with the
The information in this Item 7.01 of this Current Report on Form 8-K and the
press release shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information contained in this Item 7.01 and in the press
release shall not be incorporated by reference into any filing with the
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated
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