Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On July 25, 2022, Lux Health Tech Acquisition Corp. (the "Company") issued an
unsecured promissory note (the "Note") in the principal amount of $500,000 to
Lux Encore Sponsor, LP (the "Sponsor"). The Note does not bear interest and is
repayable in full upon consummation of the Company's initial business
combination (a "Business Combination"). If the Company does not complete a
Business Combination, the Note shall not be repaid and all amounts owed under it
will be forgiven except to the extent that the Company has funds available to it
outside of its trust account established in connection with its initial public
offering. Upon the consummation of a Business Combination, the Sponsor shall
have the option, but not the obligation, to convert the principal balance of the
Note, in whole or in part, to warrants of the Company, at a price of $1.50 per
warrant (the "Warrants"). The terms of the Warrants will be identical to the
terms of the warrants issued by the Company to the Sponsor in a private
placement that took place simultaneously with the Company's initial public
offering. The Note is subject to customary events of default, the occurrence of
which, in certain instances, would automatically trigger the unpaid principal
balance of the Note and all other sums payable with regard to the Note becoming
immediately due and payable.
The Note was issued pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The disclosure set forth in this Item 2.03 is
intended to be a summary only and is qualified in its entirety by reference to
the Note.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
10.1 Promissory Note, dated July 25, 2022, issued by Lux Health Tech
Acquisition Corp. to Lux Encore Sponsor, LP
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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