Item 1.01 Entry into a Material Definitive Agreement
On August 27, 2021, Mallard Acquisition Corp. (the "Company") issued a
promissory note (the "Note") in the principal amount of up to $500,000 to
Mallard Founders Holdings, LLC (the "Sponsor"). The Note was issued in
connection with advances the Sponsor has made, and may make in the future, to
the Company for working capital expenses. The Note bears no interest and is due
and payable upon the earlier to occur of (i) the date on which the Company
consummates its initial business combination and (ii) April 29, 2022. At the
election of the Sponsor, all or a portion of the unpaid principal amount of the
Note may be converted into warrants of the Company, each warrant exercisable for
one-half of one share of common stock of the Company upon the consummation of an
initial business combination (the "Conversion Warrants"), equal to: (x) the
portion of the principal amount of the Note being converted, divided by (y)
$0.50, rounded up to the nearest whole number of warrants. The Conversion
Warrants are identical to the warrants issued by the Company to the Sponsor in a
private placement in connection with the Company's initial public offering. The
Conversion Warrants and their underlying securities are entitled to the
registration rights set forth in the Note.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Promissory Note of the Company, dated August 27, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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MALLARD ACQUISITION CORP. 
