Item 1.01 Entry into Material Definitive Agreement.
On April 24, 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, a "Holder," and collectively, the "Holders") in exchange for the
Holder or Holders agreeing either not to request redemption in connection with
the Extension Proposal (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"), sold in its initial public offering at the special meeting in lieu of
Annual Meeting of stockholders (the "Special Meeting"), scheduled to be held on
May 2, 2023 (or any postponement or adjournment thereof). Additionally, one of
the third parties has agreed to use commercially reasonable efforts either not
to request redemption in connection with the Extension Proposal or to reverse
any previously submitted redemption demand with respect to an additional 359,100
shares of Class A Common Stock on or prior to 5 p.m. Eastern Time on April 27,
2023. In consideration of the foregoing agreements, 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 672,270 shares of the Company's Class B common
stock, par value $0.0001 per share, held by the Sponsor (the "Forfeited
Shares"), and in consideration of the Holders' agreements, the Company shall
issue to the Holders a number of Class A Common Stock equal to the Forfeited
Shares.
At the Special Meeting, the Company's stockholders will vote on, among other
things, a proposal (the "Extension Proposal") to amend the Company's amended and
restated certificate of incorporation to extend the date by which the Company
must consummate an initial business combination from May 8, 2023 (the "Current
Outside Date") to November 8, 2023 (such date, the "First Extended Date"), and
to allow the Company, without another stockholder vote, by resolution of the
Company's board of directors, to elect to further extend the First Extended Date
in one-month increments up to three additional times, or a total of up to nine
months after the Current Outside Date, until February 8, 2024.
The Company expects to enter into additional Non-Redemption Agreements with
unaffiliated third parties prior to the Special Meeting, and will announce such
agreements on one or more Current Reports on Form 8-K.
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 that is filed as Exhibit 10.1 hereto and incorporated
herein by reference.
Item 8.01 Other Events.
The Company has been informed that a fund affiliated with one of the Company's
directors does not intend to redeem an aggregate of 500,000 shares of Class A
Common Stock in connection with the Extension Proposal. There is no
Non-Redemption Agreement or any other agreement among such fund and the Company
with respect to non-redemptions.
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 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.
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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
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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