Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Non-Redemption Agreements
On
In consideration of the Non-Redeeming Stockholder's commitment to not redeem the Non-Redeemed Shares, the Company has agreed, upon the closing of the Business Combination, to pay such Non-Redeeming Stockholder cash released from the Company's trust account (the "Trust Account") equal to the applicable amount of Class A Common Stock beneficially held by the Non-Redeeming Stockholder, being equal to 3.33 times the number of Committed Shares, multiplied by the Redemption Price (as defined in the Non-Redemption Agreements), minus such applicable Committed Shares (as defined in the Non-Redemption Agreements) multiplied by the Redemption Price. In addition, each Non-Redeeming Stockholder agreed that until the earlier to occur of (i) a public announcement or filing that the Business Combination will not occur, or (ii) two business days prior to such Redemption Deadline, it will neither offer for sale, sell or otherwise dispose of (including by gift, merger, tendering into any tender offer or exchange offer or otherwise) any Non-Redeemed Shares. Further, for six months following the consummation of the Business Combination, each Non-Redeeming Stockholder agreed not to (a) engage in any transfer, pledge transactions or "Short Sales" (as defined in Rule 200 of Regulation SHO under the Exchange Act) with respect to any Non- Redeemed Shares, or (b) allow the Non-Redeemed Shares held by the Non-Redeeming Stockholder to be lent out or rehypothecated. The Company expects to enter into additional voting and non-redemption agreements with additional third parties on substantially the same terms as the Non-Redemption Agreements.
The Non-Redemption Agreements are not expected to increase the likelihood that the Business Combination is approved by Company's stockholders, and are expected to increase the amount of funds that remain in the Trust Account following the Special Meeting, relative to the amount of funds that would be expected to be remaining in the Trust Account following the Special Meeting had the Non-Redemption Agreements not been entered into and the shares subject to such agreements had been redeemed.
The foregoing description is qualified in its entirety by reference to the form of Non-Redemption Agreement attached hereto as Exhibit 10.1 and is incorporated herein by reference.
In connection with the Special Meeting, the holders of the Company's Class A
Common Stock may elect to redeem their shares for their pro rata portion of the
funds available in the Trust Account. Stockholders may withdraw redemption
requests at any time prior to
--------------------------------------------------------------------------------
Additional Information
Important Information About the Business Combination and Where to Find It
In connection with the Business Combination, the Company has filed a preliminary
proxy statement of the Company with the
Participants in the Solicitation
The Company, Lux Vending, BT Assets and certain of their respective directors,
executive officers and other members of management and employees, under
Forward-Looking Statements
The information included herein and in any oral statements made in connection herewith include "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and expectations and timing related to potential benefits, terms and timing of the Business Combination. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of BT Assets', Lux Vending's and the Company's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of BT Assets, Lux Vending and the Company. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to
--------------------------------------------------------------------------------
successfully or timely consummate the Business Combination, including the risk
that any required regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the combined
company or the expected benefits of the Business Combination or that the
approval of the stockholders of the Company is not obtained; failure to realize
the anticipated benefits of the Business Combination; risks relating to the
uncertainty of the projected financial information with respect to the combined
company; future global, regional or local economic and market conditions; the
development, effects and enforcement of laws and regulations; the combined
company's ability to manage future growth; the combined company's ability to
develop new products and services, bring them to market in a timely manner, and
make enhancements to its business; the effects of competition on the combined
company's future business; the amount of redemption requests made by the
Company's public stockholders; the ability of the Company or the combined
company to issue equity or equity-linked securities in connection with the
Business Combination or in the future; the outcome of any potential litigation,
government and regulatory proceedings, investigations and inquiries; and those
factors described or referenced in the Company's most recent Annual Report on
Form 10-K for the year ended
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to sell, nor a solicitation of an offer to buy, any securities in connection with the proposed Business Combination or otherwise, or the solicitation of a proxy, consent or authorization in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction or otherwise in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom, and otherwise in accordance with applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Form of Non-Redemption Agreement 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source