Item 1.01. Entry into a Material Definitive Agreement.
On
Of the net proceeds of the IPO and the sale of the Private Placement Units (as
defined below),
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-255174) related to the IPO, originally filed
with the
? Underwriting Agreement, datedJune 10, 2021 , by and between the Company,Craig-Hallum Capital Group LLC andRoth Capital Partners, LLC , as representatives of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ? Business Combination Marketing Agreement, datedJune 10, 2021 , by and between the Company andCraig-Hallum Capital Group LLC , a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference. ? A Warrant Agreement, datedJune 10, 2021 , by and between the Company andContinental Stock Transfer & Trust Company, LLC as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. ? A Letter Agreement, datedJune 10, 2021 , by and among the Company and its officers, directors,RedOne Investment Limited (the "Sponsor") and the other parties named therein, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ?An Investment Management Trust Agreement, datedJune 10, 2021 , by and between the Company andContinental Stock Transfer & Trust Company, LLC as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ? A Registration Rights Agreement, datedJune 10, 2021 , by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. ? Indemnity Agreements, each dated as ofJune 10, 2021 , by and between the Company and each of the officers and directors of the Company, copies of which are attached as Exhibit 10.4 and incorporated herein by reference. ? Private Placement Securities Subscription Agreements by and between the Company and the purchasers of the Company's founder shares and private placement warrants, a copy of which is attached as Exhibit 10.5 and incorporated herein by reference. 2
Item 3.02. Unregistered Sales of
Simultaneously with the closing of the IPO, the Company consummated a private
placement (the "Private Placement") in which the Sponsor,
The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
As of
Item 5.03. Amendments to Certificate of Incorporation or Bylaws
On
Item 7.01 Other Events.
On
On
The information in this Item 7.01 (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
3
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 1.1 Underwriting Agreement, datedJune 10, 2021 , by and between the Company,Craig-Hallum Capital Group LLC andRoth Capital Partners, LLC , as representatives of the several underwriters 1.2 Business Combination Marketing Agreement, datedJune 10, 2021 , by and between the Company andCraig-Hallum Capital Group LLC 3.1 Amended & Restated Memorandum and Articles of the Company 4.1 Warrant Agreement, datedJune 10, 2021 , by and between the Registrant andContinental Stock Transfer & Trust Company, LLC 10.1 Letter Agreement, datedJune 10, 2021 , by and among the Company and its officers, directors, the Sponsor and the other parties named therein 10.2 Investment Management Trust Agreement, datedJune 10, 2021 , by and between the Registrant andContinental Stock Transfer & Trust Company, LLC 10.3 Registration Rights Agreement, datedJune 10, 2021 , by and among the Registrant and certain security holders 10.4 Indemnity Agreements, each dated as ofJune 10, 2021 , by and between the Registrant and each of the officers and directors of the Registrant 10.5 Private Placement Securities Subscription Agreements by and between the Company and the purchasers of the Company's founder shares and private placement warrants 99.1 Press Release datedJune 10, 2021 99.2 Press Release datedJune 15, 2021 4
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