Item 1.01. Entry into a Material Definitive Agreement.
BloomZ Consulting Agreement
On
(i) Assistance with the selection and negotiation of terms for a law firm, underwriter and auditing firm for BloomZ; (ii) Assisting in the preparation of documentation for internal controls required for an initial public offering of de-SPAC or other Fundamental Transaction (as defined in the BloomZ) by BloomZ; (iii) Providing support services to remove problematic accounting accounts upon listing; (iv) Translation of requested documents into English; (v) Attend and, if requested by BloomZ, lead meetings with BloomZ's management and employees; (vi) Provide BloomZ with support services related to BloomZ's NASDAQ listing; (vii) Conversion of accounting data from Japanese standards toU.S. GAAP; (viii) Services to remove problematic accounting accounts upon listing; (ix) Support for the BloomZ's negotiations with the audit firm; (x) Assist in the preparation of S-1 or F-1 filings; (xi) Creation of English web page; and (xii) Preparing an investor presentation/deck and executive summary of BloomZ's operations.
In providing the Services, the Company will not render legal advice or perform accounting services, and will not act as an investment advisor or broker/dealer. Pursuant to the terms of the BloomZ Consulting Agreement, the parties agreed that the Company will not provide the following services, among others: negotiation of the sale of BloomZ's securities; participation in discussions between BloomZ and potential investors; assisting in structuring any transactions involving the sale of BloomZ's securities; pre-screening of potential investors; due diligence activities; nor providing advice relating to valuation of or financial advisability of any investments in BloomZ.
Pursuant to the terms of the BloomZ Consulting Agreement, BloomZ agreed to compensate the Company as follows in return for the provision of Services during the eight-month term:
(a)$500,000 , to be paid as follows: (i)$200,000 on the Effective Date; (ii)$150,000 on the three-month anniversary of the Effective Date; and (iii)$150,000 on the six-month anniversary of the Effective Date; and (b) Issuance by BloomZ to the Company of a warrant (the "BloomZ Warrant"), deemed fully earned and vested as of the Effective Date, to acquire a number of shares of capital stock of BloomZ, to initially be equal to 4% of the fully diluted share capital of BloomZ as of the Effective Date, subject to adjustment as set forth in the BloomZ.
For any services performed by the Company beyond the Term (as hereinafter
defined), BloomZ will compensate the Company for Services at the rate of
The term of the BloomZ Consulting Agreement will continue until eight months after the Effective Date, unless sooner terminated in accordance with the terms of the BloomZ Consulting Agreement (the "Term"). The BloomZ Consulting Agreement may be terminated at any time by either party upon notice to the other party.
The foregoing description of the BloomZ Consulting Agreement is qualified in its entirety by reference to the BloomZ Consulting Agreement, a copy of which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
BloomZ Warrant
As provided in the BloomZ Consulting Agreement, on the Effective Date, BloomZ
issued the BloomZ Warrant to the Company. Pursuant to the terms of the BloomZ
Warrant, the Company may, at any time on or after the date (the "IPO Date") that
BloomZ completes its first initial public offering of stock in the
The foregoing description of the BloomZ Warrant is qualified in its entirety by reference to the BloomZ Warrant, a copy of which is filed as Exhibit 10.2 hereto and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 10.1 Consulting and Services Agreement, dated as ofJanuary 11, 2023 , by and between the registrant and kk.BloomZ. 10.2 Common Stock Purchase Warrant, issued onJanuary 11, 2023 , by kk.BloomZ in favor of the registrant. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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