Item 1.01 Entry into a Material Definitive Agreement
Amendment to Merger Agreement
As previously disclosed, on
On
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by the terms and conditions of Amendment No. 1, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Amendment to the Waiver and Share Surrender Agreement
As previously disclosed, on
The foregoing description of the Waiver and Share Surrender Agreement Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Waiver and Share Surrender Agreement Amendment, a form of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
PIPE Subscription Agreements; Termination of KSP Subscription Agreement; May
Footprint Class
As previously disclosed, concurrently with the execution of the Merger
Agreement, the Company entered into subscription agreements with certain
investors, including certain individuals, institutional investors,
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As part of the
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Termination Agreement, a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Forward-looking Statements
Certain statements in this current report may be considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 and within the meaning of the federal securities laws with respect to the proposed business combination between the Company and Footprint, including statements regarding the benefits of the proposed business combination, the anticipated timing of the proposed business combination, the likelihood and ability of the parties to successfully consummate the proposed business combination and the PIPE investment, the amount of funds available in the trust account as a result of shareholder redemptions or otherwise, the services offered by Footprint and the markets in which Footprint operates, business strategies, debt levels, industry environment, potential growth opportunities, the effects of regulations and the Company's or Footprint's projected future results. These forward-looking statements generally are identified by the words "believe," "predict," "project," "potential," "expect," "anticipate," "estimate," "intend," "strategy," "future," "forecast," "opportunity," "plan," "may," "should," "will," "would," "should," "will be," "will continue," "will likely result," and similar expressions (including the negative versions of such words or expressions).
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this document, including but not limited to: (i) the risk that the proposed
business combination may not be completed in a timely manner or at all, which
may adversely affect the price of Company securities; (ii) the risk that the
proposed business combination may not be completed by the Company's business
combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by the Company; (iii) the failure to
satisfy the conditions to the consummation of the proposed business combination
and PIPE investment, including the approval of the proposed business combination
by the Company's stockholders, the satisfaction of the minimum trust account
amount following redemptions by the Company's public stockholders and the
receipt of certain governmental and regulatory approvals; (iv) the failure to
obtain financing to complete the proposed business combination, including to
consummate the PIPE investment, (v) the effect of the announcement or pendency
of the proposed business combination on Footprint's business relationships,
performance, and business generally; (vi) risks that the proposed business
combination disrupts current plans of Footprint and potential difficulties in
Footprint's employee retention as a result of the proposed business combination;
(vii) the outcome of any legal proceedings that may be instituted against the
Company or Footprint related to the agreement and the proposed business
combination; (viii) changes to the proposed structure of the business
combination that may be required or appropriate as a result of applicable laws
or regulations or as a condition to obtaining regulatory approval of the
business combination (ix) the ability to maintain the listing of the Company's
securities on the NASDAQ; (x) the price of the Company's securities, including
volatility resulting from changes in the competitive and highly regulated
industries in which Footprint plans to operate, variations in performance across
competitors, changes in laws and regulations affecting Footprint's business and
changes in the combined capital structure; (xi) the ability to implement
business plans, forecasts, and other expectations after the completion of the
proposed business combination, and identify and realize additional
opportunities; and (xii) other risks and uncertainties set forth in the section
entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statement" in the Company's final prospectus relating to its initial public
offering (File No. 333-252483) declared effective by the
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Registration Statement (as defined below). The foregoing list of factors is not
exhaustive. There may be additional risks that neither the Company or Footprint
presently know or that the Company or Footprint currently believe are immaterial
that could also cause actual results to differ from those contained in the
forward-looking statements. You should carefully consider the foregoing factors
and the other risks and uncertainties that will be described in the Company's
definitive proxy statement contained in the Registration Statement (as defined
below), including those under "Risk Factors" therein, and other documents filed
by the Company from time to time with the
Additional Information and Where to Find It
In connection with the business combination, the Company has filed a
registration statement on Form S-4 (the "Registration Statement") that includes
a preliminary prospectus and preliminary proxy statement of the Company. The
Registration Statement is not yet effective. The definitive proxy
statement/final prospectus and other relevant documents will be sent to all
Company stockholders as of a record date to be established for voting on the
proposed business combination and the other matters to be voted upon at a
meeting of the Company's stockholders to be held to approve the proposed
business combination and other matters (the "Special Meeting"). The Company may
also file other documents regarding the proposed business combination with the
The definitive proxy statement/final prospectus will be mailed to stockholders
of the Company as of a record date to be established for voting on the business
combination. Investors and security holders will also be able to obtain free
copies of the definitive proxy statement/final prospectus and all other relevant
documents filed or that will be filed with the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in Solicitation
The Company, Footprint and certain of their respective directors, executive
officers may be deemed participants in the solicitation of proxies from the
Company's stockholders with respect to the proposed business combination. A list
of the names of those directors and executive officers of the Company and a
description of their interests in the Company is set forth in the Company's
filings with the
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No Offer and Non-Solicitation
This current report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, Footprint or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 2.1 Amendment No. 1, datedMay 20, 2022 . 10.1 Form of Termination Agreement, datedMay 20, 2022 . 10.2 Waiver and Share Surrender Agreement Amendment, datedMay 20, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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