Item 1.01. Entry Into A Material Definitive Agreement.
The information set forth in Item 1.02 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
On March 11, 2022, VIH, Kredivo, Merger Sub, FinAccel and Akshay Garg entered
into a Termination and Fee Agreement (the "Termination Agreement"). Pursuant to
the Termination Agreement, the parties agreed to mutually terminate the Business
Combination Agreement, subject to the conditions set forth in the Termination
Agreement. In conjunction with the termination of the Business Combination
Agreement, the Subscription Agreements, the Investor Rights Agreement, the
Founder Holder Agreement and the other Ancillary Documents (as each is defined
in the Business Combination Agreement) have also automatically been terminated
in accordance with their respective terms as of the date of this Current Report
on Form 8-K. Upon termination of the Founder Holder Agreement, that certain
Letter Agreement, dated as of March 4, 2021, by and among VIH, its executive
officers, its directors and the Company's sponsor, VPC Impact Acquisition
Holdings Sponsor II, LLC, shall revert back to the executed version as disclosed
in Exhibit 10.1 to VIH's Current Report on Form 8-K on March 9, 2021.
The Termination Agreement provides that VIH will be entitled to receive (i) an
aggregate sum not to exceed $4,000,000 in reimbursement for certain documented
out-of-pocket third party expenses incurred by VIH (the "Termination
Reimbursement Amount"), which is payable by FinAccel within 6 months of the date
of the Termination Agreement and (ii) if VIH has not consummated an initial
business combination and has determined to redeem its public shares and
liquidate or dissolve thereafter (and does not withdraw such determination),
FinAccel will issue and deliver to VIH a penny warrant, on terms mutually
agreeable to FinAccel and VIH, to purchase a number of ordinary shares of
FinAccel equal to three and one-half percent (3.5%) of the Fully Diluted Share
Number (as defined in the Termination Agreement) of FinAccel as of the date of
the Termination Agreement, as appropriately adjusted (the "Equity Termination
Fee"). If FinAccel engages in any transaction that would be deemed a Sale of the
Company (as defined in the Termination Agreement), then the party surviving the
sale transaction will assume the foregoing obligation, to satisfy the Equity
Termination Fee. If FinAccel fails to pay the Termination Reimbursement Amount,
then a default interest of five percent (5%) per annum will accrue on a daily
basis from the date the Termination Reimbursement Amount was due and payable
until all such unpaid amounts have been paid.
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The Termination Agreement contains mutual releases by all parties thereto, for
all claims known and unknown, relating and arising out of, or relating to, among
other things, the Business Combination Agreement, the ancillary documents to the
Business Combination Agreement or the transactions contemplated by the Business
Combination Agreement, subject to certain exceptions with respect to claims for
that cannot be waived by law, the parties obligations under the Termination
Agreement and commercial transactions unrelated to the Business Combination
Agreement.
The foregoing description of the Business Combination Agreement and the
Termination Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of the Business Combination Agreement
which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with
the U.S. Securities and Exchange Commission (the "SEC") by VIH on August 2,
2021, and the Termination Agreement, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Following, or concurrently with, the execution of the Termination Agreement,
FinAccel and certain of its subsidiaries plan to enter into various financing
facilities, including, without limitation, with one or more affiliates of
Victory Park Capital Advisors, LLC and other investors who held positions in
VIH, to fund working capital of and future acquisitions by FinAccel and its
subsidiaries.
Pursuant to VIH's amended and restated memorandum and articles of association,
VIH has until March 4, 2023 to complete an initial business combination. If VIH
is unable to complete an initial business combination by such date, VIH will:
(i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem
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 earned on the
funds held in the trust account (which interest shall be less taxes payable and
up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish
public shareholders' rights as shareholders (including the right to receive
further liquidation distributions, if any) and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of VIH's remaining
shareholders and VIH's board of directors, liquidate and dissolve, subject in
the case of clauses (ii) and (iii) to VIH's obligations under Cayman Islands law
to provide for claims of creditors and in all cases subject to the other
requirements of applicable law. There will be no redemption rights or
liquidating distributions with respect to VIH's warrants, which will expire if
VIH fails to complete its initial business combination within the 24-month time
period.
Item 7.01. Regulation FD Disclosure.
On March 14, 2022, VIH issued a press release announcing the termination of the
Business Combination Agreement. A copy of the press release is attached as
Exhibit 99.1 hereto. Notwithstanding the foregoing. information contained on the
websites of VIH, FinAccel or any of their affiliates referenced in Exhibit 99.1
or linked therein or otherwise connected thereto does not constitute part of nor
is it incorporated by reference into this Current Report.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of VIH under the Securities Act of 1933, as amended,
or the Exchange Act.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Termination and Fee Agreement, dated as of March 11, 2022, by and
among VIH, Kredivo, Merger Sub, FinAccel and Akshay Garg.
99.1 Press Release, dated March 14, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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