Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference
into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on May 19, 2021, DPCM Capital, Inc., a Delaware
corporation (the "Company"), VNNA Merger Sub Corp., a Delaware corporation and
wholly owned direct subsidiary of the Company ("Merger Sub"), Jam City, Inc., a
Delaware corporation ("Jam City") and New Jam City, LLC, a Delaware limited
liability company and wholly owned indirect subsidiary of Jam City ("New JC
LLC"), entered into a business combination agreement (the "Business Combination
Agreement") relating to the contemplated business combination among the Company
and Jam City (the "Proposed Business Combination").
Termination of Business Combination Agreement
On July 23, 2021, the Company, Merger Sub, CDPM Sponsor Group, LLC, a Delaware
limited liability company and sponsor of the Company ("Sponsor"), Jam City and
New JC LLC entered into a Termination of Business Combination Agreement (the
"Termination Agreement"), pursuant to which the parties agreed to mutually
terminate the Business Combination Agreement. The termination of the Business
Combination Agreement is effective as of July 23, 2021.
As a result of the termination of the Business Combination Agreement, the
Business Combination Agreement is void and there is no liability under the
Business Combination Agreement on the part of any party thereto, except as set
forth in the Business Combination Agreement, and each of the transaction
agreements entered into in connection with the Business Combination Agreement,
including, but not limited to, (i) the Sponsor Support Agreement, dated as of
May 19, 2021, by and among the Company, Sponsor, Jam City and New JC LLC,
(ii) the Stockholder Support Agreement, dated as of May 19, 2021, by and among
the Company and certain stockholders of Jam City, and (iii) the subscription
agreements entered into between the Company and certain investors concurrently
with the execution of the Business Combination Agreement, dated as of May 19,
2021, will automatically either be terminated in accordance with their terms or
be of no further force and effect. Pursuant to the Termination Agreement,
subject to certain exceptions, the Company and Jam City have also agreed, on
behalf of themselves and their respective related parties, to a release of
claims relating to the Proposed Business Combination.
The Company intends to continue to pursue a business combination.
The foregoing descriptions of the Business Combination Agreement and the
Termination Agreement do not purport to be complete and are qualified in their
entirety by the terms and conditions of the full text of the Business
Combination Agreement, which was previously filed as Exhibit 2.1 to the Current
Report on Form 8-K with the U.S. Securities and Exchange Commission by the
Company on May 25, 2021, and the full text of the Termination Agreement, which
is attached hereto as Exhibit 10.1, each of which is incorporated by reference
herein.
Item 8.01 Other Events.
On July 23, 2021, Jam City and the Company issued a joint press release
announcing the termination of the Business Combination Agreement. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1† Termination of Business Combination Agreement, dated as of July 23,
2021, among DPCM Capital Inc., VNNA Merger Sub Corp., CPDM Sponsor
Group, LLC, Jam City, Inc. and New Jam City, LLC.
99.1 Press Release dated July 23, 2021.
† Certain of the exhibits to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of
all omitted exhibits and schedules to the SEC upon its request.
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