Item 1.01. Entry into a Material Definitive Agreement.
On
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-251888) related to the IPO, initially filed
with the
? An Underwriting Agreement (the "Underwriting Agreement"), datedJanuary 21, 2021 , by and between the Company andEarlyBirdCapital, Inc. ("EBC"), as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ? A Business Combination Marketing Agreement, datedJanuary 21, 2021 , by and among theCompany, EBC and ABN AMRO Securities (USA) LLC ("ABN AMRO"), a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference. ? A Warrant Agreement, datedJanuary 26, 2021 , by and between the Company andContinental Stock Transfer & Trust Company ("CST"), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. ? A Letter Agreement, datedJanuary 26, 2021 , by and among the Company, its officers, its directors and the Company's sponsor,LRT Capital1 LLC (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ?An Investment Management Trust Agreement, datedJanuary 26, 2021 , by and between the Company and CST, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ? A Registration Rights Agreement, datedJanuary 26, 2021 , by and among the Company, Sponsor,LHT Invest AB , EBC and ABN AMRO, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. ? An Administrative Services Agreement, datedJanuary 26, 2021 , by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. ? A purchase agreement for private warrants, datedJanuary 26, 2021 (the "Sponsor Private Warrants Purchase Agreement"), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5.1 hereto and incorporated herein by reference. ? A purchase agreement for private warrants, datedJanuary 26, 2021 (the "EBC Private Warrants Purchase Agreement"), by and between the Company and EBC, a copy of which is attached as Exhibit 10.5.2 hereto and incorporated herein by reference. ? A purchase agreement for private warrants, datedJanuary 26, 2021 (the "ABN Private Warrants Purchase Agreement", and together with the EBC Private Warrants Purchase Agreement and the Sponsor Placement Warrants Agreement, the "Private Warrants Purchase Agreements"), by and between the Company and ABN AMRO, a copy of which is attached as Exhibit 10.5.3 hereto and incorporated herein by reference. 1
Item 3.02. Unregistered Sales of
Simultaneously with the closing of the IPO, pursuant to the Private Warrants
Purchase Agreements, the Company completed the private sale of an aggregate of
4,000,000 warrants (the "Private Warrants") to the Sponsor and the underwriters
(3,800,000 Private Warrants to the Sponsor and 200,000 Private Warrants to the
underwriters) at a purchase price of
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
Item 8.01. Other Events
A total of
On
On
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description 1.1 Underwriting Agreement, datedJanuary 21, 2021 , by and between the Company and EBC, as representative of the several underwriters. 1.2 Business Combination Marketing Agreement, datedJanuary 21, 2021 , by and between the Company, EBC and ABN AMRO. 3.1 Amended and Restated Memorandum and Articles of Association. 4.1 Warrant Agreement, datedJanuary 26, 2021 , by and between the Company and CST, as warrant agent. 10.1 Letter Agreement, datedJanuary 26, 2021 , by and among the Company, its officers, its directors and the Sponsor. 10.2 Investment Management Trust Agreement, datedJanuary 26, 2021 , by and between the Company and CST, as trustee. 10.3 Registration Rights Agreement, datedJanuary 26, 2021 , by and between the Company, the Sponsor, EBC and ABN AMRO. 10.4 Administrative Support Agreement, datedJanuary 26, 2021 , by and between the Company and the Sponsor. 10.5.1 Private Placement Warrants Purchase Agreement, datedJanuary 26, 2021 , by and between the Company and the Sponsor. 10.5.2 Private Placement Warrants Purchase Agreement, datedJanuary 26, 2021 , by and between the Company and EBC. 10.5.3 Private Placement Warrants Purchase Agreement, datedJanuary 26, 2021 , by and between the Company and ABN AMRO. 99.1 Press Release, datedJanuary 21, 2021 . 99.2 Press Release, datedJanuary 26, 2021 . 3
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