Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On August 23, 2021, D8 Holdings Corp. (the "Company") issued a convertible
promissory note (the "Bright Insight Note") in the principal amount of $598,650
to Bright Insight Holdings Limited (the "Bright Insight") and a convertible
promissory note (the "Cadin Note" and together with the Bright Insight Note, the
"Notes") in the principal amount of $901,350 to Cadin Limited ("Cadin").
The Notes do not bear interest and are repayable in full on the earlier of (i)
July 17, 2022 and (ii) the effective date of the Company's initial business
combination (a "Business Combination") (such earlier date, the "Maturity Date").
Bright Insight and Cadin will each have the option, at any time on or prior to
the Maturity Date, to convert any amounts outstanding under their respective
Note into warrants to purchase Class A ordinary shares of the Company ("Ordinary
Shares") at a conversion price equal to $1.00 per warrant (the "Warrants") The
terms of the Warrants will be identical to the terms of warrants issued to D8
Sponsor LLC in the private placement that took place simultaneously with the
Company's initial public offering, provided, however, that the Warrants shall
not be subject to forfeiture in connection with the Business Combination. Any
outstanding principal amount under the Notes may be prepaid at any time by the
Company, at its election and without penalty; provided, however, that Bright
Insight and Cadin shall each have a right to first convert such principal
balance upon notice of such payment. The Notes are subject to customary events
of default, the occurrence of which automatically trigger the unpaid principal
balance of the Notes and all other sums payable with regard to the Notes
becoming immediately due and payable.
The Notes were issued pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
The Bright Insight Note is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference. The Cadin Note is attached as
Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by
reference. The disclosure set forth in this Item 2.03 is intended to be a
summary only and is qualified in its entirety by reference to the Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibits
10.1 Promissory Note, dated August 23, 2021, issued by D8 Holdings Corp.
to Bright Insight Holdings Limited.
10.2 Promissory Note, dated August 23, 2021, issued by D8 Holdings Corp.
to Cadin Limited.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
2
© Edgar Online, source Glimpses