Item 3.02 Unregistered Sales of
As previously disclosed, on
Immediately prior to the closing of the Transaction (the "Closing"), Force will effectuate a recapitalization (the "Recapitalization"), pursuant to which, among other things, all outstanding membership interests of Force will be converted or exchanged into common units ("Common Units"). Additionally, immediately prior to the Closing:
(i) Force will adopt a Second Amended and Restated LLC Agreement to, among other
things, (a) permit the issuance and ownership of the post-Recapitalization equity of Force as contemplated by the Purchase Agreement and (b) to admit the Company as the sole managing member of Force; and
(ii) The Company will file with the Secretary of
restated certificate of incorporation (the "A&R Charter") to, among other things, approve the issuance of shares of ClassC Common Stock of the Company ("Company ClassC Common Stock"), which will, among other matters, carry such non-economic and voting rights as set forth in the A&R Charter.
Pursuant to the Purchase Agreement, the Company will purchase an aggregate of up
to 12,000,000 Common Units from Force Members for
Pursuant to the Purchase Agreement, the Company will subscribe for a number of
Common Units equal to the total shares of Class B Common Stock of the Company
issued and outstanding immediately prior to the Transaction, in exchange for the
number of shares of Company Class
Following the Closing, and as additional consideration for the Transaction,
within five (5) business days after the determination of the 2023 EBITDA (as
defined in the Purchase Agreement), Force and the Company (as applicable) shall
issue or cause to be issued to each Force Member the following number of Common
Units and shares of Company Class
Notwithstanding the foregoing, the Company shall be permitted to satisfy its
obligation to deliver Earnout Equity pursuant to the Minimum EBITDA Target by:
(i) delivering
The shares and units to be issued in connection with the Transaction will not be registered under the Securities Act of 1933, as amended. The Company is issuing the shares and units in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company is relying on this exemption from registration based in part on representations made by the parties to the Purchase Agreement.
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The foregoing description of the Purchase Agreement, and the transactions and documents contemplated thereby, is not complete and is subject to and qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that involve risks,
uncertainties, and assumptions that are difficult to predict. All statements
other than statements of historical fact contained in this Current Report on
Form 8-K, including statements regarding future events, our future financial
performance, business strategy, and plans and objectives of management for
future operations, are forward-looking statements. The Company has attempted to
identify forward-looking statements by terminology including "anticipates,"
"believes," "can," "continue," "could," "estimates," "expects," "intends,"
"may," "plans," "potential," "predicts," or "should," or the negative of these
terms or other comparable terminology. The forward-looking statements made
herein are based on the Company's current expectations and assumptions about
future events and are based on currently available information as to the outcome
and timing of future events. Actual results could differ materially from those
described or implied by such forward-looking statements as a result of various
important factors, including, without limitation, its limited operating history,
competitive factors in Force's industry and market, and other general economic
conditions. The forward-looking statements made herein are based on the
Company's current expectations, assumptions, and projections, which could be
incorrect. The forward-looking statements made herein speak only as of the date
of this Current Report on Form 8-K and the Company undertakes no obligation to
update publicly such forward-looking statements to reflect subsequent events or
circumstances, except as otherwise required by law. The Company cautions you
that these forward-looking statements are subject to all of the risks and
uncertainties, most of which are difficult to predict and many of which are
beyond the control of the Company, incident to the development, production,
gathering and sale of oil, natural gas and natural gas liquids. In addition, the
Company cautions you that the forward-looking statements contained in this press
release are subject to the following factors: (i) the occurrence of any event,
change or other circumstances that could delay the business combination or give
rise to the termination of the agreements related thereto; (ii) the outcome of
any legal proceedings that may be instituted against the Company following
announcement of the transactions; (iii) the inability to complete the business
combination due to the failure to obtain approval of the stockholders of the
Company, or other conditions to closing in the transaction agreement; (iv) the
inability of the Company and Force to complete a PIPE offering in connection
with the proposed business combination; (v) the risk that the proposed business
combination disrupts Force's current plans and operations as a result of the
announcement of the transactions; (vi) Force's ability to realize the
anticipated benefits of the business combination, which may be affected by,
among other things, competition and the ability of Force to grow and manage
growth profitably following the business combination; (vii) costs related to the
business combination; (viii) changes in applicable laws or regulations; and
(viii) the possibility that Force may be adversely affected by other economic,
business, and/or competitive factors. Should one or more of the risks or
uncertainties described in this press release, or should underlying assumptions
prove incorrect, actual results and plans could different materially from those
expressed in any forward-looking statements. Additional information concerning
these and other factors that may impact the operations and projections discussed
herein can be found in the Company's periodic filings with the
Additional Information and Where to Find It
The Company will prepare a proxy statement (the "Proxy Statement") to be filed
with the
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Participants in the Solicitation
The Company and certain of its respective directors and executive officers may
be deemed to be participants in the solicitation of proxies, in favor of the
approval of the proposed Transaction related matters. Information regarding the
Company's directors and executive officers is contained in the section of the
Company's Form S-1 titled "Management", which went effective with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination, including the Transaction. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Membership Interests Purchase Agreement, datedMarch 21, 2023 , by and amongStratim Cloud Acquisition Corp. ,Force Pressure Control, LLC and each of the individuals listed on the signature page thereto (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed onMarch 22, 2023 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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