Item 1.01 Entry into Material Definitive Agreement.
As previously reported, on April 24, 2023, in connection with the special
meeting in lieu of Annual Meeting of stockholders (the "Special Meeting") to be
held on May 2, 2023, Juniper II Corp., a Delaware corporation (the "Company"),
and Juniper II Management, LLC (the "Sponsor") entered into non-redemption
agreements (each a "Non-Redemption Agreement") with 7 unaffiliated third parties
(each, an "Initial Holder") pursuant to which the Initial Holders agreed to
either not request redemption in connection with the Extension Proposal (as
defined in the Proxy Statement (as defined below)) or to reverse any previously
submitted redemption demand with respect to an aggregate of 2,240,900 shares of
the Company's Class A common stock, par value $0.0001 per share (the "Class A
Common Stock). In connection therewith, immediately prior to, and substantially
concurrently with, the closing of an initial business combination, the Sponsor
agreed to forfeit 672,270 shares of the Company's Class B common stock, par
value $0.001 ("Class B Common Stock"), held by the Sponsor (the "Initial
Forfeited Shares"), and in consideration of the Initial Holders' agreements, the
Company agreed to issue to the Initial Holders a number of shares of Class A
Common Stock equal to the Initial Forfeited Shares. On April 25, 2023, an
Initial Holder amended and restated its Non-Redemption Agreement to increase its
non-redemption shares from 40,900 to 400,000, with a corresponding increase in
the related Forfeited Shares to 120,000.
On April 25, 2023, the Company entered into additional Non-Redemption Agreements
with 4 unaffiliated third parties (each an "Additional Holder") substantially in
the form filed as Exhibit 10.1 hereto. The Additional Holders agreed to either
not request redemption in connection with the Extension Proposal or to reverse
any previously submitted redemption demand with respect to an aggregate of
1,600,000 shares of Class A Common Stock. In connection therewith, immediately
prior to, and substantially concurrently with, the closing of an initial
business combination, the Sponsor (or its designees) will surrender and forfeit
to the Company for no consideration an aggregate of 480,000 shares of the
Company's Class B Common Stock held by the Sponsor (the "Additional Forfeited
Shares" and, together with the Initial Forfeited Shares, the "Forfeited
Shares"), and in consideration of the Additional Holders' agreements, the
Company shall issue to the Additional Holders a number of Class A Common Stock
equal to the Additional Forfeited Shares.
Following the entry into the Non-Redemption Agreements on April 25, 2023, an
aggregate of 4,200,000 shares of Class A Common Stock and 1,260,000 Forfeited
Shares are subject to Non-Redemption Agreements.
The foregoing summary of the Non-Redemption Agreements does not purport to be
complete and is qualified in its entirety by reference to the form of
Non-Redemption Agreement filed as Exhibit 10.1 hereto and incorporated herein by
reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes statements that are forward-looking and
as such are not historical facts. Such forward-looking statements involve known
and unknown risks, uncertainties, assumptions and other factors that may 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 obligation 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 regard thereto or any change in
events, conditions or circumstances on which any such statement is based. All
subsequent written or oral forward-looking statements attributable to us or
persons acting on the Company's behalf are qualified in their entirety by this
"Cautionary Note Regarding Forward-Looking Statements" section.
Participants in the Solicitation
The Company, the Sponsor and the Company's directors and executive officers and
other persons may be deemed to be participants in the solicitation of proxies
from the Company's stockholders in respect of the Special Meeting. Important
information regarding the Company's directors and executive officers is
available in its definitive proxy
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statement filed with the SEC on April 11, 2023, for the Special Meeting (the
"Proxy Statement"). Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests are
contained in the Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction.
Additional Information
The Company has filed the Proxy Statement with the SEC for the Special Meeting
to consider and vote upon the Extension Proposal and other matters and,
beginning on or about April 11, 2023, mailed the Proxy Statement and other
relevant documents to its stockholders as of the April 10, 2023 record date for
the Special Meeting. The Company's stockholders and other interested persons are
advised to read the Proxy Statement and any other relevant documents that have
been or will be filed with the SEC in connection with the Company's solicitation
of proxies for the Special Meeting because these documents will contain
important information about the Company, the Extension Proposal and related
matters and other proposals. Stockholders may also obtain a free copy of the
Proxy Statement, as well as other relevant documents that have been or will be
filed with the SEC, without charge, at the SEC's website located at www.sec.gov
or by directing your request to Morrow Sodali LLC by telephone by dialing (800)
662-5200 or (203) 658-9400 or by sending an email to
JUN.info@investor.morrowsodali.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Form of Non-Redemption Agreement (incorporated by reference to
Juniper II Corp.'s Current Report on Form 8-K, filed with the SEC
on April 25, 2023).
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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