Item 1.01. Entry into a Material Definitive Agreement.
On March 29, 2023, Home Plate Acquisition Corporation (the "Company") and Home
Plate Sponsor LLC (the "Sponsor"), the sponsor of the Company, entered into a
non-redemption agreement ("Non-Redemption Agreement") with one or more
unaffiliated third party or parties in exchange for such third party or third
parties agreeing not to redeem an aggregate of 2,049,999 shares of Class A
common stock, par value $0.0001 per share, of the Company sold in its initial
public offering ("Non-Redeemed Shares") at the special meeting called by the
Company (the "Special Meeting") to, among other things, approve an amendment to
the Company's Amended and Restated Certificate of Incorporation (the "Charter")
to extend the date by which the Company must consummate an initial business
combination (such proposed Charter amendment, as proposed to be considered and
voted upon at the Special Meeting, the "Extension Amendment") for up to six
additional months until as late as October 4, 2023 (such proposal, the
"Extension Amendment Proposal"). In exchange for the foregoing commitments not
to redeem such shares, the Sponsor has agreed to transfer to such third party or
third parties an aggregate of 410,000 shares of the Company's Class A common
stock held by the Sponsor immediately following consummation of an initial
business combination if such third party or third parties continue to hold such
Non-Redeemed Shares as of 5:00 P.M., New York Time, on the date of the Special
Meeting. The Non-Redemption Agreement is not expected to increase the likelihood
that the Extension Amendment Proposal is approved by Company's stockholders. The
foregoing summary of the Non-Redemption Agreement does not purport to be
complete and is qualified in its entirety by reference to the form of
Non-Redemption Agreement filed with this Current Report on Form 8-K as Exhibit
10.1 and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (the "Report") includes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are statements that are not historical facts.
Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements. These
forward-looking statements and factors that may cause such differences include,
without limitation, the risks and uncertainties indicated from time to time in
the Company's filings with the Securities and Exchange Commission ("SEC").
Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company expressly
disclaims any obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any
change in the Company's expectations with respect thereto or any change in
events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors executive officers, other members of management,
and employees, under SEC rules, may be deemed participants in the solicitation
of proxies of the Company's stockholders in connection with the approval of the
Extension Amendment Proposal. Investors and security holders may obtain more
detailed information regarding the names and interests of the Company's
directors and officers in the definitive proxy statement dated March 13, 2023
(the "Proxy Statement"), which may be obtained free of charge from the sources
indicated below.
No Offer or Solicitation
This Report is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act.
Additional Information and Where to Find It
The Company urges investors, shareholders and other interested persons to read
the Proxy Statement as well as other documents filed by the Company with the
SEC, because these documents will contain important information about the
Company and the Extension Amendment Proposal. Shareholders may obtain copies of
the Proxy Statement without charge at the SEC's website at www.sec.gov, or by
directing a request to: Home Plate Acquisition Corporation, P.O. Box 1314, New
York, NY 10028.
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Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
Exhibit Description
10.1 Form of Non-Redemption Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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