REDBOX ENTERTAINMENT INC. Item 1.01 Entry into a Material Definitive Agreement
Warrant Exercise Agreement
On
1. Seaport will exercise, or cause its affiliate to exercise, an aggregate of
1,000,000 private placement warrants, which Seaport and certain of its
affiliates purchased pursuant to that certain Private Placement Warrant
Agreement, dated November 27, 2020 (the "Private Placement Warrants"), on a
cash basis as soon as practicable, and in no event later than four
(4) business days following the date of this report. The exercise price for
each warrant is $11.50 per share. The Company will receive $11.5 million in
cash from the exercise of the warrants by Seaport. The Company will not
receive any proceeds from the sale of the shares underlying such warrants.
2. The Company will waive any applicable transfer restrictions set forth in any
contract in existence as of the date of the Warrant Exercise Agreement to
which the Company and Seaport are parties, including without limitation that
certain Voting and Support Agreement dated as of April 15, 2022 and that
certain Sponsor Lock-Up Agreement dated as of May 16, 2021 , to the extent
necessary to permit (i) the sale of the 1,005,197 Private Placement Warrants
by Seaport to certain investors to whom Seaport previously transferred such
Private Placement Warrants and the sale by such transferees of such Private
Placement Warrants, and (ii) to permit the sale by Seaport and/or its
affiliates of the 1,000,000 shares of Class A common stock of the Company to
be received by Seaport upon the exercise of the Private Placement Warrants
described in paragraph 1 above, provided, however, that such sale may not
occur until one (1) business day following the date of this report.
The foregoing description of the Warrant Exercise Agreement does not purport to be complete and is qualified in its entirety by the full text of the Warrant Exercise Letter Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Further, the Company may consider and agree to release Seaport or other security holders of their transfer restrictions with respect to the common stock or warrants of the Company held by such security holders. Any such release could have an adverse impact on the trading price for such securities.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
2.1* Warrant Exercise Letter Agreement by and between the Company and
Seaport, dated June 17, 2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document contained in Exhibit 101)
* Filed herewith
© Edgar Online, source
