Primavera Capital Acquisition Corporation announced a private placement to issue an unsecured promissory note for gross proceeds of up to $500,000 on January 28, 2022. The transaction will include participation from Primavera Capital Acquisition Llc. The note bears no interest and is payable in full upon the earlier to occur of 24 months from the closing of the initial public offering.

The affiliates of the payee have the option to convert any unpaid balance of the Note into private placement warrants, each warrant exercisable for one ordinary share of the company at an exercise price of $1.00 per share. The terms of the conversion warrants would be identical to the warrants issued by the company to affiliates of the Payee in a private placement that was consummated in connection with the company's initial public offering. The affiliates of the payee shall be entitled to certain registration rights relating to the conversion warrants.

The issuance of the note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.