Item 1.01 Entry into a Material Definitive Agreement.
On November 23, 2022, Maxpro Capital Acquisition Corp. ("Maxpro") issued a
promissory note (the "Working Capital Note") in the principal amount of $500,000
to MP One Investment LLC (the "Sponsor"). The Working Capital Note was issued to
provide Maxpro with additional working capital, and will not be deposited into
Maxpro's trust account. Maxpro issued the Working Capital Note in consideration
for a loan from the Sponsor to fund Maxpro's working capital requirements. The
Working Capital Note bears no interest and is due and payable upon the earlier
to occur of (i) the date on which Maxpro's initial business combination is
consummated and (ii) the liquidation of Maxpro on or before January 13, 2023
(unless extended to April 13, 2023 in connection with a second three-month
extension pursuant to Maxpro's governing documents, or such later liquidation
date as may be approved by Maxpro's stockholders). At the election of the
Sponsor, the unpaid principal amount of the Working Capital Note may be
converted into units of Maxpro (the "Conversion Units") and the total Conversion
Units so issued shall be equal to: (x) the portion of the principal amount of
the Working Capital Note being converted divided by (y) the conversion price of
ten dollars ($10.00), rounded up to the nearest whole number of Conversion
Units.
The issuance of the Working Capital 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
Working Capital 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 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Promissory Note, dated November 23, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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