Sculptor Acquisition Corp I announced a private placement of an unsecured convertible promissory note in the principal amount of up to $2,000,000 on December 31, 2021. The transaction included participation from returning investor Sculptor Acquisition Sponsor I. The note does not bear interest and is repayable in full upon consummation of the company's initial business combination. If the company does not complete a business combination, the note shall not be repaid and all amounts owed under it will be forgiven.

Upon the consummation of a business combination, the investor shall have the option, but not the obligation, to convert up to the principal balance of the note to warrants of the company, at a price of $1 per warrant. Each warrant exercisable to purchase one share of its Class A common stock at $11.50 per share. The warrants will expire five years after the completion of a business combination or earlier upon redemption or liquidation.

The private placement warrants will be non-redeemable for cash and exercisable on a cashless basis so long as the investor or its permitted transferees hold them. Once the warrants become exercisable, the company may redeem the outstanding warrants subject to conditions. The securities are subject to a hold period of 30 days.

The note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.