Item 1.01 Entry into a Material Definitive Agreement

The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement

As previously announced, on January 20, 2022, Silver Spike Acquisition Corp II, an exempted company incorporated in the Cayman Islands with limited liability ("Silver Spike" or "SPAC"), entered into a Business Combination Agreement and Plan of Merger (the "Business Combination Agreement") by and among Silver Spike, Silver Spike Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Silver Spike ("Merger Sub 1" and together with Silver Spike, the "Silver Spike Parties"), Eleusis Inc., a Delaware corporation ("HoldCo"), Eclipse Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of HoldCo ("Merger Sub 2"), and Eleusis Holdings Limited, a company incorporated under the laws of England and Wales with company number 10809365 ("Eleusis" and together with Holdco and Merger Sub 2, the "Eleusis Parties"). The Silver Spike Parties and Eleusis Parties are collectively referred to herein as the "Parties" and each individually as a "Party".

Termination of Business Combination Agreement

On June 9, 2022, the Parties entered into a Termination and Release Agreement (the "Termination Agreement"), pursuant to which Silver Spike and Eleusis mutually agreed to terminate the Business Combination Agreement effective immediately.

As a result of the termination of the Business Combination Agreement, all Transaction Agreements (as defined in the Termination Agreement), which includes, among others, the Business Combination Agreement and all Ancillary Agreements (as defined in the Business Combination Agreement), entered into in connection therewith, are void and there is no liability under the Business Combination Agreement or any other Transaction Agreement on the part of any party thereto.

Pursuant to the Termination Agreement, if on or before a Wind-Up Event (as defined below), Eleusis (x) consummates a Specified Transaction (defined below) or (y) announces a Specified Transaction that is subsequently consummated, Silver Spike will be entitled to receive (i) a number of ordinary shares of Eleusis (the "Share Consideration") equal to two percent (2%) of the fully diluted capitalization of Eleusis as of immediately prior to the consummation of whether in one or a series of transactions, (A) any merger, consolidation or other business combination in which Eleusis and a certain counterparty specified therein (the "Specified Person") are constituent parties or pursuant to which the business of Eleusis is combined, directly or indirectly, with that of a Specified Person, (B) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by Eleusis or any subsidiary of Eleusis of all or a portion of the assets of Eleusis and its subsidiaries taken as a whole to a Specified Person, or (C) the sale, transfer or other disposition (x) by the Eleusis shareholders, in a single transaction or series of related transactions, of any securities of Eleusis to a Specified Person that results in the Specified Person acquiring or holding shares of Eleusis representing a majority of the outstanding voting power of Eleusis or (y) by the Specified Person or holders of equity securities of a Specified Person, in a single transaction or series of related transactions, that results in the shareholders of Eleusis acquiring or holding equity securities of a Specified Person representing a majority of the outstanding voting power of a Specified Person; provided, that such transaction does not include any transaction or series of related transactions in which equity securities of Eleusis are issued and sold for capital raising purposes or indebtedness for borrowed money is incurred by Eleusis (the "Specified Transaction"); and (ii) a warrant (the "Warrant") on mutually agreeable market terms to be negotiated in good faith, to acquire a number of ordinary shares of Eleusis in an amount equal to 1.5% of the fully diluted capitalization of Eleusis as of immediately prior to the consummation of such Specified Transaction (the "Warrant Shares", and each, a "Warrant Share") (together with the Share Consideration, the "Consideration"); provided that the exercise price per Warrant Share (the "Warrant Exercise Price") shall be equal to the fair market value of an ordinary share of Eleusis included in the fully diluted capitalization of Eleusis that is implied by the valuation of Eleusis under the terms of the definitive documentation for the Specified Transaction (or, if the definitive documentation for the Specified Transaction does not imply a value per ordinary share of Eleusis, the value per ordinary share of Eleusis that formed the basis for the exchange ratio set forth in such definitive documentation), assuming for such purpose any and all milestones or royalty payments under the Specified Transaction are achieved and any other contingent consideration payable in respect of Eleusis's equity securities thereunder, occur, are reached or obtained or are otherwise satisfied. In the event that the Specified Transaction occurs prior to the occurrence of the earlier to occur of (i) the completion of the redemption of all outstanding SPAC Class A Ordinary Shares in accordance with Article 49.6 of the SPAC Articles of Association such that no SPAC Class A Ordinary Shares remain outstanding (the "Wind-Up Event") and (ii) the closing of a Business Combination by the SPAC, the Company shall cause the Consideration to be deposited with a third-party paying or escrow agent for payment to the SPAC in accordance with Section 4(b) upon the earlier to occur of (I) a Wind-Up Event and (II) the closing of a business combination by the SPAC.

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Moreover, the Termination Agreement provides that, subject to certain exceptions, the Silver Spike Parties, on the one hand, and the Eleusis Parties, on the other hand, have agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the transactions contemplated by the Business Combination Agreement and to not encourage or solicit or voluntarily assist or participate in any legal action relating to such released claim. Moreover, each of the Parties agreed to certain obligations with respect to confidentiality.

The foregoing descriptions of the Business Combination Agreement and the Termination Agreement do not purport to be complete and are qualified in their respective entirety by the terms and conditions of the full text of the Business Combination Agreement, which was previously filed with the U.S. Securities and Exchange Commission (the "SEC") by Silver Spike as Exhibit 2.1 to the Current Report on Form 8-K on dated as of January 20, 2022, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.

Pursuant to Silver Spike's amended and restated memorandum and articles of association, Silver Spike has until March 15, 2023 to complete an initial business combination. If Silver Spike is unable to complete an initial business combination by such date, Silver Spike will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidating distributions, if any) and (3) as promptly as reasonably possible following such redemption, subject to the approval of Silver Spike's remaining shareholders and Silver Spike's board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Item 7.01 Regulation FD Disclosure.

Press Release

On June 9, 2022, Silver Spike and Eleusis issued a joint press release announcing the termination of the Business Combination Agreement. A copy of the joint press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits

Exhibit No.   Description
  10.1        Termination and Release Agreement, dated as of June 9, 2022, by and
              among Silver Spike Acquisition Corp II, Silver Spike Merger Sub II,
              Inc., Eleusis Inc., Eclipse Merger Sub, Inc., and Eleusis Holdings
              Limited.

  99.1        Joint Press Release, dated as of June 9, 2022.

104           The cover page of this Current Report on Form 8-K, formatted in Inline
              XBRL.

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