Item 1.01 Entry into a Material Definitive Agreement

On May 18, 2022, Bull Horn Holdings Corp. (the "Company") issued a promissory note (the "Note") in the principal amount of up to $500,000 to Bull Horn Holdings Sponsor LLC (the "Sponsor"). The Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses, in the aggregate amount of up to $500,000 (drawable in $10,000 increments at the request of the Company). No interest shall accrue on the principal amount of the Note.

If the Company completes a business combination, the Company would repay the principal amount drawn by the Company under Note out of the proceeds of the trust account released to the Company. Otherwise, the Note would be repaid only out of funds held outside the Company's trust account established in connection with the Company's initial public offering (the "Trust Account"). In the event that a business combination does not close, the Company may use a portion of the working capital held outside of the Trust Account to repay the Note, but no proceeds from the Trust Account would be used to repay the Note.

At the election of the Sponsor, all or a portion of the unpaid principal amount of the Note may be converted into warrants to purchase ordinary shares or common equity of the Company at a price of $1.00 per warrant (the "Conversion Warrants"). The Conversion Warrants shall be identical to the warrants issued by the Company to the Sponsor in the private placement transaction which occurred upon consummation of Company's initial public offering. The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note.

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 foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits.




Exhibit
Number     Description
99.1         Promissory Note of the Company, dated May 18, 2022.
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)






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