Item 1.01 Entry into a Material Definitive Agreement.
The disclosure contained in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference in this Item 1.01.
Item 2.03. Creation of Direct Financial Obligations or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On September 8, 2021, Simon Property Group Acquisition Holdings, Inc. (the
"Company") issued an unsecured promissory note (the "Note") in the principal
amount of $2,000,000 to SPG Sponsor, LLC, or its registered assigns or
successors in interest or order (the "Sponsor"), which may be drawn down by the
Company from time to time upon written notice to the Sponsor. The Note does not
bear interest and is repayable in full upon the earlier of (i) the date of
consummation of the Company's initial business combination, and (ii) the winding
up of the Company. The Sponsor has the option, at any time prior to payment in
full of the principal balance of the Note, to convert all or a portion of the
unpaid principal balance of the Note into that number of warrants to purchase
one share of Class A Common Stock, $0.0001 par value per share, of the Company
(the "Working Capital Warrants") equal to the principal amount of the Note so
converted divided by $1.50. The terms of the Working Capital Warrants will be
identical to the terms of the warrants issued by the Company to the Sponsor in a
private placement at the time of the Company's initial public offering. The Note
is subject to customary events of default, the occurrence of which automatically
triggers the unpaid principal balance of the Note and all other sums payable
with regard to the Note becoming immediately due and payable.
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.
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, which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Promissory Note, dated September 8, 2021, issued by Simon Property
Group Acquisition Holdings, Inc. to SPG Sponsor, LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. 
