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
Statements on Form S-1 (File Nos. 333-251609 and 333-252115) related to the IPO,
originally filed with the
? An Underwriting Agreement, datedJanuary 14, 2021 , by and among the Company,Citigroup Global Markets Inc. andBarclays Capital Inc. , a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ? A Warrant Agreement, datedJanuary 14, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. ? A Letter Agreement, datedJanuary 14, 2021 , by and among the Company, its officers, its directors and the Company's sponsor,Hennessy Capital Partners V LLC (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ?An Investment Management Trust Agreement, datedJanuary 14, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ? A Registration Rights Agreement, datedJanuary 14, 2021 , by and between the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. ? An Administrative Support Agreement, datedJanuary 14, 2021 , by and between the Company andHennessy Capital LLC , a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. ? A Private Placement Warrants Purchase Agreement, datedJanuary 14, 2021 (the "Private Placement Warrants Purchase Agreement"), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. ? A form of Subscription Agreement, datedJanuary 5, 2021 (the "BlackRock Subscription Agreement"), by and among the Company, the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. ("BlackRock"), copies of which are attached as Exhibit 10.6 hereto and incorporated herein by reference. ? The Subscription Agreement, datedJanuary 8, 2021 (the "DE Shaw Subscription Agreement", and together with the BlackRock Subscription Agreement, the "Investor Subscription Agreements"), by and among the Company, theSponsor and D. E. Shaw Valence Portfolios, L.L.C. ("DE Shaw", and together with BlackRock, the "Investors"), a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.
Item 3.02. Unregistered Sales of
Simultaneously with the closing of the IPO, pursuant to the Private Placement
Warrants Purchase Agreement and the Investor Subscription Agreements, the
Company completed the private sale of an aggregate of 6,933,333 warrants (the
"Private Placement Warrants") to the Sponsor and the Investors at a purchase
price of
1
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
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 14, 2021 , by and among the Company,Citigroup Global Markets Inc. andBarclays Capital Inc. , as representative of the several underwriters. 3.1 Amended and Restated Certificate of Incorporation. 4.1 Warrant Agreement, datedJanuary 14, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent. 10.1 Letter Agreement, datedJanuary 14, 2021 , by and among the Company, its officers and directors and the Sponsor. 10.2 Investment Management Trust Agreement, datedJanuary 14, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee. 10.3 Registration Rights Agreement, datedJanuary 14, 2021 , by and between the Company and certain security holders. 10.4 Administrative Support Agreement, datedJanuary 14, 2021 , by and between the Company andHennessy Capital LLC . 10.5 Private Placement Warrants Purchase Agreement, datedJanuary 14, 2021 , by and between the Company and the Sponsor. 10.6 Form of Subscription Agreement, datedJanuary 5, 2021 , by and among the Company, the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. 10.7 Subscription Agreement, datedJanuary 8, 2021 , by and between the Company andD. E. Shaw Valence Portfolios, L.L.C. 99.1 Press Release, datedJanuary 14, 2021 . 99.2 Press Release, datedJanuary 20, 2021 . 2
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