Item 1.01. Entry into a Material Definitive Agreement.
On June 28, 2022, E.Merge Technology Acquisition Corp. (the "Company") issued a
promissory note (the "Note") in the principal amount of up to
$3,441,688 to E.Merge Technology Sponsor LLC (the "Sponsor"), pursuant to which
the Sponsor agreed to loan the Company up to $3,441,688, in connection with the
extension of the Company's time to consummate a business combination from
August 4, 2022 to November 4, 2022.
On July 1, 2022, the Company deposited $1,147,229.30 of such funds into the
Company's trust account (the "Trust Account"), which amount will be included in
the pro rata amount distributed to (i) all of the holders of the Class A common
stock sold in the Company's initial public offering ("Public Shares") upon the
Company's liquidation or (ii) holders of Public Shares who elect to have their
shares redeemed in connection with the consummation of the Company's initial
business combination.
The Note bears no interest and is repayable in full upon the earlier of (a) the
date of the consummation of the Company's initial business combination, or
(b) the date of the liquidation of the Company.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.1 hereto and is 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 disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 5, 2022, the Company filed an amendment to the Company's Amended and
Restated Certificate of Incorporate with the Secretary of the State of Delaware
(the "Extension Amendment"). The Extension Amendment extends the date by which
the Company must consummate its initial business combination from August 4, 2022
to November 4, 2022.
Pursuant to the Extension Amendment, on July 1, 2022, the Sponsor deposited
$1,147,229.30 (or $0.035 per Public Share that was not redeemed in connection
with the Meeting (as defined below)) into the Company's Trust Account and
thereby extended the period the Company has to complete an initial business
combination from August 4, 2022 to September 4, 2022. In order to further extend
the period the Company has to complete an initial business combination from
September 4, 2022, an additional $1,147,229.30 (or $0.035 per Public Share that
was not redeemed in connection with the Meeting) will be deposited into the
Company's Trust Account for each month.
The Sponsor or its designees will have the sole discretion whether to continue
extending for additional calendar months until November 4, 2022 and if the
Sponsor determines not to continue extending for additional calendar months, no
additional funds will be deposited into the Trust Account.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 28, 2022, the Company held a special meeting of shareholders (the
"Meeting"). At the Meeting, the Company's shareholders approved the Extension
Amendment extending the date by which the Company must consummate its initial
business combination from August 4, 2022 to November 4, 2022 (the "Extension
Amendment Proposal").
The final voting results for the Extension Amendment Proposal were as follows:
For Against Abstain Broker Non-Votes
56,250,604 160,176 82 0
Shareholders holding 27,222,020 Public Shares exercised their right to redeem
such shares for a pro rata portion of the funds in the Company's Trust Account.
As a result, $272,521,093.72 (approximately $10.01 per share) will be removed
from the Company's Trust Account to pay such holders.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
Exhibit No. Description of Exhibits
3.1 Amendment to the Certificate of Incorporation of the Company.
10.1 Promissory Note issued to the Sponsor.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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