Item 1.01 Entry into a Material Definitive Agreement.
On
In connection with the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company's registration statement (File No. 333-251772):
• An Underwriting Agreement, datedJanuary 14, 2021 , between the Company andCitigroup Global Markets Inc. , as representative of the several underwriters. • Amended and Restated Memorandum and Articles ofAssociation of the Company . • A Letter Agreement, datedJanuary 14, 2021 , among the Company, and its directors, officers andThoma Bravo Advantage Sponsor, LLC . •An Investment Management Trust Agreement, datedJanuary 14, 2021 , between the Company andContinental Stock Transfer & Trust Company , as trustee. • A Registration Rights Agreement, datedJanuary 14, 2021 , between the Company and its directors, andThoma Bravo Advantage Sponsor, LLC . • A Private Placement Shares Purchase Agreement, datedJanuary 14, 2021 between the Company andThoma Bravo Advantage Sponsor, LLC . • An Administrative Services Agreement, datedJanuary 14, 2021 between the Company andThoma Bravo Advantage Sponsor, LLC . • An Indemnity Agreement, datedJanuary 14, 2021 , between the Company andRobert Sayle . • An Indemnity Agreement, datedJanuary 14, 2021 , between the Company andAmy Coleman Redenbaugh . • An Indemnity Agreement, datedJanuary 14, 2021 , between the Company andSteven Schwab . • An Indemnity Agreement, datedJanuary 14, 2021 , between the Company andOrlando Bravo . • An Indemnity Agreement, datedJanuary 14, 2021 , between the Company andLes Brun . • An Indemnity Agreement, datedJanuary 14, 2021 , between the Company andCam McMartin . • An Indemnity Agreement, datedJanuary 14, 2021 , between the Company andPierre Naudé .
On
Item 3.02 Unregistered Sales of
Substantially concurrently with the closing of the IPO, the Company completed
the sale, in a private placement, of 2,400,000 Class A ordinary shares (the
"Private Placement Shares"), to the Company's sponsor,
Item 8.01 Other Events.
A total of
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits 1.1 Underwriting Agreement, datedJanuary 14, 2021 , between the Company andCitigroup Global Markets Inc. , as representative of the several underwriters. 3.1 Amended and Restated Memorandum and Articles of Association of the Company. 10.1 Letter Agreement, datedJanuary 14, 2021 , among the Company, and its directors, officers andThoma Bravo Advantage Sponsor, LLC . 10.2 Investment Management Trust Agreement, datedJanuary 14, 2021 , between the Company andContinental Stock Transfer & Trust Company , as trustee. 10.3 A Registration Rights Agreement, datedJanuary 14, 2021 , between the Company and its directors, andThoma Bravo Advantage Sponsor, LLC . 10.4 Private Placement Shares Purchase Agreement, datedJanuary 14, 2021 between the Company andThoma Bravo Advantage Sponsor, LLC . 10.5 Administrative Services Agreement, datedJanuary 14, 2021 between the Company andThoma Bravo Advantage Sponsor, LLC . 10.6 Indemnity Agreement, datedJanuary 14, 2021 , between the Company andRobert Sayle . 10.7 Indemnity Agreement, datedJanuary 14, 2021 , between the Company andAmy Coleman Redenbaugh . 10.8 Indemnity Agreement, datedJanuary 14, 2021 , between the Company andSteven Schwab . 10.9 Indemnity Agreement, datedJanuary 14, 2021 , between the Company andOrlando Bravo . 10.10 Indemnity Agreement, datedJanuary 14, 2021 , between the Company andLes Brun . 10.11 Indemnity Agreement, datedJanuary 14, 2021 , between the Company andCam McMartin . 10.12 Indemnity Agreement, datedJanuary 14, 2021 , between the Company andPierre Naudé . 99.1 Press Release, datedJanuary 14, 2021 . 99.2 Press Release, datedJanuary 20, 2021 .
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