Item 1.01. Entry into a Material Definitive Agreement.
On
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-253673) related to the IPO, originally filed
with the
? An Underwriting Agreement, datedJanuary 20, 2022 , by and among the Company,Cantor Fitzgerald & Co. (the "Underwriter"), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ? A Warrant Agreement, datedJanuary 20, 2022 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent, a copy of which is attached as Exhibit 4.4 hereto and incorporated herein by reference. ?An Investment Management Trust Agreement, datedJanuary 20, 2022 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ? A Registration Rights Agreement, datedJanuary 20, 2022 , by and among the Company, the Company's sponsor,HCM Investor Holdings, LLC (the "Sponsor") and the Underwriter, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ? A Private Placement Warrants Purchase Agreement, datedJanuary 20, 2022 (the "Sponsor Warrant Purchase Agreement"), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3(a) hereto and incorporated herein by reference. ? A Private Placement Warrants Purchase Agreement, datedJanuary 20, 2022 (the "Underwriter Warrant Purchase Agreement," and together with the Sponsor Warrant Purchase Agreement, the "Warrant Purchase Agreements"), by and between the Company and the Underwriter, a copy of which is attached as Exhibit 10.3(b) hereto and incorporated herein by reference. ? A Letter Agreement, datedJanuary 20, 2022 , by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. ? An Administrative Support Agreement, datedJanuary 20, 2022 , by and among the Company and the Sponsor, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference.
Item 3.02. Unregistered Sales of
Simultaneously with the closing of the IPO, pursuant to the Warrant Purchase
Agreements, the Company completed the private sale of an aggregate of 13,000,000
warrants (the "Private Placement Warrants") to the Sponsor and the Underwriter
at a purchase price of
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company's Amended and Restated Memorandum and Articles of Association (the
"Memorandum and Articles") was approved on
Item 8.01. Other Events.
A total of
On
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description 1.1 Underwriting Agreement, datedJanuary 20, 2022 , by and between the Company andCantor Fitzgerald & Co. 3.1 Amended and Restated Memorandum and Articles of Association. 4.4 Warrant Agreement, datedJanuary 20, 2022 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent. 10.1 Investment Management Trust Agreement, datedJanuary 20, 2022 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee. 10.2 Registration Rights Agreement, datedJanuary 20, 2022 , by and among the Company, the Sponsor and the Underwriter. 10.3(a) Private Placement Warrants Purchase Agreement, datedJanuary 20, 2022 , by and between the Company and the Sponsor. 10.3(b) Private Placement Warrants Purchase Agreement, datedJanuary 20, 2022 , by and between the Company and the Underwriter. 10.7 Letter Agreement, datedJanuary 20, 2022 , by and among the Company, its officers, its directors and the Sponsor. 10.8 Administrative Support Agreement, datedJanuary 20, 2022 , between the Company and the Sponsor. 99.1 Press Release, datedJanuary 20, 2022 . 99.2 Press Release, datedJanuary 25, 2022 .
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