Item 1.01 Entry into Material Definitive Agreement.
On April 26, 2023, LAMF Global Ventures Corp. I, a Cayman Islands exempted
company (the "Company" or "LAMF"), filed a definitive proxy statement (the
"Extension Proxy") for its extraordinary general meeting of shareholders (the
"Extension Meeting"), scheduled to be held on May 11, 2023, at which the
Company's shareholders will vote on, among other things, a proposal to amend the
Company's amended and restated memorandum and articles of association to extend
the date by which the Company has to consummate an initial business combination
(the "Extension Proposal") from May 16, 2023 to November 16, 2023 (the "Extended
Date" and, such extension, the "Initial Extension"), and to allow the Company,
without another shareholder vote, by resolution of the Company's board of
directors, to elect to further extend the Extended Date in one-month increments
up to six additional times, or up to a total of twelve months, up to May 16,
2024 (each, an "Additional Monthly Extension"). As disclosed in the Extension
Proxy, assuming all proposals presented to shareholders are approved, LAMF SPAC
Holdings I LLC, a Cayman Islands limited liability company and the Company's
sponsor (the "Sponsor"), has informed the Company that it expects to convert all
of the Class B ordinary shares of the Company (the "Founder Shares") held by it
into Class A ordinary shares prior to any redemptions of Class A ordinary shares
(the "Conversion").
On May 5, 2023, the Company and the Sponsor entered into non-redemption
agreements (the "Non-Redemption Agreement") with unaffiliated third party
investors (the "Investors"), pursuant to which the Investors have, in connection
with the Extension Meeting, agreed not to redeem, or to reverse and revoke any
prior redemption election with respect to 1,300,000 Class A ordinary shares of
the Company in the aggregate (the "Non-Redeemed Shares"). Pursuant to the
Non-Redemption Agreement, the Sponsor has agreed to transfer to the Investors
(i) for the Initial Extension, a number of Class B ordinary shares of the
Company (the "Founder Shares") equal to 21% of the number of Non-Redeemed
Shares, or 273,000 Founder Shares, and (ii) for each Additional Monthly
Extension, a number of Founder Shares equal to 3.5% of the number of
Non-Redeemed Shares, or 45,500 Founder Shares for each Additional Monthly
Extension, or up to an aggregate of 546,000 Founder Shares if the Initial
Extension and all Additional Monthly Extensions are implemented.
Pursuant to the terms of the Non-Redemption Agreement, the Company has agreed
that it will continue to invest the funds held in its trust account in U.S.
government securities or in money market funds which invest only in direct U.S.
government treasury obligations until the earlier of the consummation of the
Company's initial business combination and 24 months after the date of the
consummation of the Company's initial public offering and thereafter will invest
the funds held in the trust account in interest-bearing demand deposit accounts
or certificates of deposit until the earlier of the consummation of the
Company's initial business combination or the liquidation of the trust account.
The Company has also agreed to that it will not utilize any funds held in the
trust account to pay excise taxes that may become due pursuant to the Inflation
Reduction Act of 2022 upon a redemption of the Company's Class A ordinary
shares, to the extent applicable to the Company. Based upon the amount held in
the trust account as of May 5, 2023, which was $265,937,376.89 (including
interest not previously released to the Company to pay its taxes), the Company
estimates that the per-share price at which public shares may be redeemed from
cash held in the Trust Account will be approximately $10.51 at the time of the
Extension Meeting.
Pursuant to the terms of the Non-Redemption Agreement, the Company and the
Sponsor may enter into additional non-redemption agreements from time to time
with other parties, subject to the terms set forth in the Non-Redemption
Agreement.
The foregoing summary of the Non-Redemption Agreement does not purport to be
complete and is qualified in its entirety by reference to the form of
Non-Redemption Agreement that is filed as Exhibit 10.1 hereto and incorporated
herein by reference.
Important Information and Where to Find It
LAMF has filed the Extension Proxy with the U.S. Securities and Exchange
Commissions (the "SEC"). LAMF has mailed the Extension Proxy to its shareholders
of record as of April 10, 2023 in connection with the Extension Proposal.
Investors and shareholders are advised to read the Extension Proxy and any
amendments thereto, because these documents will contain important information
about the Extension Proposal and LAMF. Shareholders will also be able to obtain
copies of the Extension Proxy, without charge, at the SEC's website at
www.sec.gov or by directing a request to: LAMF Global Ventures Corp. I, 9255
Sunset Blvd., Suite 515, West Hollywood, California 90069.
--------------------------------------------------------------------------------
Participants in the Solicitation
LAMF and its directors and executive officers may be considered participants in
the solicitation of proxies of LAMF's shareholders in connection with the
Extension Proposal. Investors and shareholders may obtain more detailed
information regarding the names and interests of LAMF's directors and officers
in LAMF and the Extension Amendment in LAMF's Annual Report on Form 10-K filed
with the SEC on March 31, 2023, any subsequent Quarterly Report on Form 10-Q
filed with the SEC and in the other reports LAMF file with the SEC, including
the Extension Proxy. These documents can be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in respect of any
business combination. This Current Report on Form 8-K shall not constitute an
offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any states or jurisdictions in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering 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.
Forward-Looking Statements
This Current Report on Form 8-K includes "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", "may", "intend",
"predict", "should", "would", "predict", "potential", "seem", "future",
"outlook" or other similar expressions (or negative versions of such words or
expressions) that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements are not
guarantees of future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other important factors,
many of which are outside LAMF's control, that could cause actual results or
outcomes to differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual results or
outcomes include: LAMF's ability to enter into a definitive agreement with
respect to a proposed business combination within the time provided in LAMF's
amended and restated memorandum and articles of association; the ability of LAMF
to obtain the financing necessary to consummate a potential business
combination; the failure to realize the anticipated benefits of a proposed
business combination, including as a result of a delay in consummating a
proposed business combination; the risk that approval of LAMF's shareholders for
the Extension Amendment is not obtained; the level of redemptions made by the
LAMF's shareholders in connection with the Extension Amendment and a proposed
business combination and its impact on the amount of funds available in LAMF's
trust account to complete an initial business combination; the ability of LAMF
and LAMF's sponsor, LAMF SPAC Holdings I LLC, to enter into non-redemption
agreements; and those factors discussed in LAMF's Annual Report on Form 10-K
filed with the SEC on March 31, 2023, any subsequent Quarterly Report on Form
10-Q filed with the SEC and in the other reports we file with the SEC, including
the Extension Proxy. LAMF does not undertake any obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Form of Non-Redemption Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses