Item 1.01. Entry into a Material Definitive Agreement.
On
Under the terms and conditions of the Note, the Company may request drawdowns for costs reasonably related to the Company's ongoing working capital needs and/or in order to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Initial Business Combination"), if applicable.
The Note bears no interest and is not secured by the Company's assets. The
principal balance of the Note is due and payable by the Company on the earlier
of: (i)
The principal under the Note may be drawn down by the Company from time to time
prior to the Maturity Date (each, a "Drawdown Request"). Each Drawdown Request
must not be an amount less than
Upon the consummation of the Initial Business Combination and without any
further action by the Company or the Sponsor, the outstanding amount under the
Note shall automatically convert into that number of warrants of the Company or
its successor entity (the "Conversion Warrants"), equal to: (x) the outstanding
amount of the Note being converted, divided by (y)
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 3.02. Unregistered Sales of
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Title 10.1 Promissory Note, datedMarch 31, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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