Item 1.01 Entry into a Material Definitive Agreement
As previously announced, on
Amendment to Termination Agreement
On
Pursuant to the Termination Amendment, if on or before a Wind-Up Event (as defined below), Eleusis (x) consummates a Specified Transaction (defined below) or (y) announces a Specified Transaction that is subsequently consummated, Silver Spike will be entitled to receive a number of ordinary shares of Eleusis (the "Share Consideration") equal to three percent (3%) of the fully diluted capitalization of Eleusis as of immediately prior to the consummation of whether in one or a series of transactions, (A) any merger, consolidation or other business combination in which Eleusis and a certain counterparty specified therein (the "Specified Person") are constituent parties or pursuant to which the business of Eleusis is combined, directly or indirectly, with that of a Specified Person, (B) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by Eleusis or any subsidiary of Eleusis of all or a portion of the assets of Eleusis and its subsidiaries taken as a whole to a Specified Person, or (C) the sale, transfer or other disposition (x) by the Eleusis shareholders, in a single transaction or series of related transactions, of any securities of Eleusis to a Specified Person that results in the Specified Person acquiring or holding shares of Eleusis representing a majority of the outstanding voting power of Eleusis or (y) by the Specified Person or holders of equity securities of a Specified Person, in a single transaction or series of related transactions, that results in the shareholders of Eleusis acquiring or holding equity securities of a Specified Person representing a majority of the outstanding voting power of a Specified Person; provided, that such transaction does not include any transaction or series of related transactions in which equity securities of Eleusis are issued and sold for capital raising purposes or indebtedness for borrowed money is incurred by Eleusis (the "Specified Transaction"). In the event that the Specified Transaction occurs prior to the occurrence of the earlier to occur of (i) the completion of the redemption of all outstanding SPAC Class A Ordinary Shares in accordance with Article 49.6 of the SPAC Articles of Association such that no SPAC Class A Ordinary Shares remain outstanding (the "Wind-Up Event") and (ii) the closing of a Business Combination by the SPAC, the Company shall cause the Consideration to be deposited with a third-party paying or escrow agent for payment to the SPAC in accordance with Section 4(b) upon the earlier to occur of (I) a Wind-Up Event and (II) the closing of a business combination by the SPAC.
The foregoing descriptions of the Termination Agreement and Termination
Amendment do not purport to be complete and are qualified in their respective
entirety by the terms and conditions of the full text of the Termination
Agreement, which was previously filed with the
Pursuant to Silver Spike's amended and restated memorandum and articles of
association, Silver Spike has until
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.1 Amendment to the Termination and Fee Agreement, dated as ofSeptember 23, 2022 , by and amongSilver Spike Acquisition Corp II ,Silver Spike Merger Sub II, Inc. ,Eleusis Inc. ,Eclipse Merger Sub, Inc. , andEleusis Holdings Limited . 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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