ALTITUDE ACQUISITION CORP. Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
Picard is the sole owner of
The board of directors of the Company (the "Board") has unanimously approved and
declared advisable the Business Combination Agreement and the Mergers and
resolved to recommend approval of the Business Combination Agreement and related
matters by the Company's stockholders. The Closing is expected to occur in the
second half of 2023, following the receipt of required approval by the
stockholders of the Company and Picard, required regulatory approvals, the
effectiveness of the registration statement on Form S-4 ("Registration
Statement") to be filed with the
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Consideration and Structure
Prior to the First Merger, each issued and outstanding share of Picard's
preferred stock, par value
The Earnout Warrants will be held in escrow following the Closing and will be
released to the Picard securityholders if, at any time during the five (5) year
period following the Closing, the dollar volume-weighted average price ("VWAP")
of New Picard Common Stock for any 20 trading days within any 30 trading day
period is greater than
At the Closing, New Picard will issue 100,000 shares of New Picard Common Stock and 30,000 New Picard Warrants to certain service providers of Altitude.
Representations, Warranties and Covenants
The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of Picard, the Company and their respective subsidiaries during the period between execution of the Business Combination Agreement and the Closing. The representations, warranties and covenants of the parties made under the Business Combination Agreement will not survive the Closing. Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to cause all actions and things necessary to consummate and expeditiously implement the Mergers.
Pursuant to the Merger Agreement, Picard and the Company will use commercially reasonable efforts to identify additional sources of financing for and negotiate the underlying subscription, financing and similar agreements in connection with the Closing (the "Closing Offering").
Further, Picard will, as promptly as reasonably practicable after date of the
Business Combination Agreement, but in no event later than
Conditions to Closing
Under the Business Combination Agreement, the obligations of the parties to consummate the Mergers are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of the Company's stockholders (the "Company Stockholder Approval") and Picard's stockholders (the "Picard Stockholder Approval"); (ii) the receipt of consents or approvals from . . .
Item 7.01 Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that will be used by the Company and Picard in connection with the Mergers.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto 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 the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended ("Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Important Information About the Mergers and Where to Find It
A full description of the terms of the business combination will be provided in
a Registration Statement on Form S-4 to be filed with the
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shareholders and other interested persons to read, when available, the
preliminary proxy statement/prospectus as well as other documents filed with the
Participants in the Solicitation
The Company and Picard and their respective directors and executive officers may
be considered participants in the solicitation of proxies with respect to the
proposed business combination described in this Current Report under the rules
of the
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K that are not
historical facts are forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words such as
"believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential," "seem," "seek,"
"future," "outlook," "project," and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements regarding
estimates and forecasts of financial and performance metrics and projections of
market opportunity, the Company's and Picard's expectations with respect to
future performance and anticipated financial impacts of the Mergers, the
satisfaction of the closing conditions to the Mergers and the timing of the
completion of the Mergers. These statements are based on various assumptions,
whether or not identified in this Current Report on or the exhibits hereto, and
on the current expectations of the respective management of the Company and
Picard and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by an investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of
the Company and Picard. These forward-looking statements are subject to a number
of risks and uncertainties, including changes in domestic business, market,
financial, political, and legal conditions; the inability of the parties to
successfully or timely consummate the proposed Mergers, including the risk that
any regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed Mergers or that the approval of the
stockholders of the Company or Picard is not obtained; failure to realize the
anticipated benefits of the proposed Mergers; risks relating to the uncertainty
of the projected financial information with respect to Picard; risks related to
the performance of Picard's business; the development, effects and enforcement
of laws and regulations; Picard's ability to manage future growth; Picard's
ability to develop new products and solutions, bring them to market in a timely
manner, and make enhancements to its platform; the effects of competition on
Picard's business; the amount of redemption requests made by the Company's
stockholders; the ability of the Company or Picard to obtain financing in
connection with the Mergers or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations and inquiries;
and those factors discussed in Company's annual report on Form 10-K for the year
ended
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the results implied by these forward-looking statements. There may be additional risks that neither the Company nor Picard presently know, or that the Company or Picard currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company's and Picard's expectations, plans, or forecasts of future events and views as of the date of this Current Report and the exhibits hereto. The Company and Picard anticipate that subsequent events and developments will cause the Company's and Picard's assessments to change. However, while the Company and Picard may elect to update these forward-looking statements at some point in the future, the Company and Picard specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's and Picard's assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 + Business Combination Agreement, dated as ofApril 23, 2023 , by and betweenAltitude Acquisition Corp ,Altitude Merger Sub I, Inc. ,Altitude Merger Sub II, LLC ,Picard Medical, Inc. andHunniwell Picard I, LLC 10.1 Sponsor Support Agreement, dated as ofApril 23, 2023 , by and betweenAltitude Acquisition Holdco LLC ,Altitude Acquisition Corp. andPicard Medical, Inc. 10.2 Form of Picard Support Agreement, dated as ofApril 23, 2023 . 10.3 Form of Amended and Restated Registration Rights Agreement. 10.4 Form of Lock-Up Agreement. 99.1 Press Release, datedApril 24, 2023 . 99.2 Investor Presentation. 104 Cover Page Interactive Data File (formatted as inline XBRL)
+ Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Item 601(a)(5) of Regulation S-K.
supplementally a copy of any omitted exhibit or schedule to the
request.
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