Item 8.01. Other Events

As previously disclosed, on December 13, 2021, Global Consumer Acquisition Corp., a Delaware corporation ("GACQ" or the "Company"), entered into (i) a Stock Purchase Agreement (as amended by the First Amendment dated as of June 24, 2022, the Second Amendment dated as of August 21, 2022 and the Third Amendment dated as of September 27, 2022, the "Luminex SPA") with CLP Luminex Holdings, LLC, a Delaware limited liability company ("Luminex Seller"), and Luminex Home Décor & Fragrance Holding Corporation, a Delaware corporation ("Luminex"), pursuant to which a business combination between the Company and Luminex will be effected by the acquisition of 100% of the issued and outstanding shares of capital stock of Luminex from Luminex Seller (the "Luminex Stock Acquisition") and (ii) a Stock Purchase Agreement (as amended by the First Amendment dated as of June 24, 2022 and the Second Amendment dated as of September 22, 2022, the "GP Global SPA" and together with the Luminex SPA, the "Acquisition Agreements") with TGP Trading FZCO, a freezone company with limited liability organized in Dubai Airport Free Zone, Dubai, United Arab Emirates ("GP Global Seller"), and GP Global Limited, an offshore company with limited liability organized in Jebel Ali Free Zone, Dubai, United Arab Emirates ("GP Global"), pursuant to which a business combination between the Company and GP Global will be effected by the acquisition of 100% of the issued and outstanding capital shares of GP Global from GP Global Seller (the "GP Global Stock Acquisition"). Under the terms of the Acquisition Agreements, the consummation of the GP Global Stock Acquisition is contingent upon the consummation of the Luminex Stock Acquisition.

On November 28, 2022, Luminex Seller sent a notice to the Company (the "Notice") purporting to terminate the Luminex SPA pursuant to Section 8.2(b) thererof, alleging certain breaches by the Company of one or more representations, warranties, agreements or covenants contained in the Luminex SPA. On December 6, 2022, the Company sent a reply to Luminex Seller rejecting the Notice and stating that the claims in the Notice have no basis.

Pursuant to its charter, if the Company does not consummate an initial business combination by December 11, 2022, the Company will be required to dissolve and liquidate as soon as reasonably practicable. The Company has determined that neither the Luminex Stock Acquisition nor the GP Global Stock Acquisition can be consummated prior to December 11, 2022. Accordingly, the Company is working with the trustee to effect the dissolution and liquidation in accordance with the terms of its charter and as set forth in the prospectus issued in connection with the Company's initial public offering.

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