Item 1.01. Entry into a Material Definitive Agreement.
On May 2, 2022, Bull Horn Holdings Corp., a British Virgin Islands company (the
"Company"), issued a promissory note (the "Note") in the aggregate principal
amount of up to $400,000 to Bull Horn Holdings Sponsor LLC, the sponsor of the
Company (the "Sponsor"), in connection with the extension of the termination
date for the Company's initial business combination (the "Initial Business
Combination") from May 3, 2022 to November 3, 2022 (the "Termination Date"),
which extension was approved by the shareholders of the Company at a special
meeting of the Company's shareholders held on April 26, 2022.
Pursuant to the Note, the Sponsor has agreed to loan to the Company up to
$400,000 to deposit into the Company's trust account (the "Trust Account") in an
amount of $66,667 per month to extend the Termination Date on a month-by-month
basis through November 3, 2022 as necessary, except that the sixth deposit (if
applicable) will be a payment of $66,665 (the "Monthly Extension Amount").
The Note provides that the Monthly Extension Amount will be deposited into the
Trust Account commencing on May 3, 2022, and within one business day of the 3rd
day of each subsequent month until October 3, 2022 or an earlier date by which
the Company completes an Initial Business Combination or liquidates as provided
for in the Company's amended and restated memorandum and articles of association
(as amended), and such amount will be distributed either to: (i) all of the
public holders of the Company's ordinary shares upon the Company's liquidation
or (ii) the public holders of the Company's ordinary shares who elect to have
their shares redeemed in connection with the consummation of the Initial
Business Combination.
The Note bears no interest and is repayable in full upon the earlier of (a) the
date of the consummation of the Initial Business Combination, or (b) the date of
the liquidation of the Company.
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. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
10.1 Promissory Note issued to Bull Horn Holdings Sponsor LLC, dated May 2, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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