Item 1.01. Entry into a Material Definitive Agreement.
The Merger Agreement
On
Company Securities
Merger Consideration. At the closing of the Merger, the Parent will issue 21
million shares of its common stock, par value
PIPE
Parent and the Company shall use commercially reasonable efforts to raise
capital in an aggregate amount of approximately
Representations and Warranties
The Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (i) entity organization, good standing and qualification, (ii) capital structure, (iii) authorization to enter into the Agreement, (iv) compliance with laws and permits, (v) taxes, (vi) financial statements and internal control over financial reporting, (vii) real and personal property, (viii) material contracts, (ix) environmental matters, (x) absence of changes, (xi) employee matters, (xii) litigation, and (xiii) brokers and finders.
Covenants
The Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Agreement also contains additional covenants of the parties, including, among others, covenants providing for the Registrant and the Company to use reasonable best efforts to cooperate in the preparation of the Registration Statement and Proxy Statement (as each such term is defined in the Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of their respective stockholders including, in the case of the Registrant, approvals of the restated certificate of incorporation, the post-closing board of directors and the share issuance under Nasdaq rules. The Registrant has also agreed to include in the Proxy Statement the recommendation of its board that stockholders approve all of the proposals to be presented at the special meeting.
Exclusivity
Each of the Registrant and the Company has agreed that from the date of the Agreement to the earlier of the closing of the Merger and the termination of the Agreement, neither the Company nor the Parent will: (i) encourage, solicit, initiate, engage or participate in negotiations with any party concerning any alternative transaction, (ii) take any other action intended or designed to facilitate the efforts of any person relating to a possible alternative transaction or (iii) approve, recommend or enter into any alternative transaction or any contract or agreement related to any alternative transaction.
Conditions to Closing
The consummation of the Merger is conditioned upon customary closing conditions
including: (i) no authority having enacted, issued, promulgated, enforced or
entered any law or order which is then in effect that makes the transactions
contemplated by the Agreement illegal or otherwise prohibits consummation of
such transactions; (ii) no legal action having been commenced or asserted in
writing (and not orally) by any authority to enjoin or otherwise materially
restrict the consummation of the Closing; (iii) the approval of the Agreement by
the requisite vote of the stockholders of the Company; (iv) each of the Required
Parent Proposals (as defined in the Agreement) having been approved at Parent's
stockholder meeting; (v) the combined company's initial listing application
filed with Nasdaq in connection with the Merger having been approved; (vi) the
Form S-4 filed by the Registrant relating to the Merger Agreement and the Merger
will have been declared effective and no stop order suspending the effectiveness
of the Form S-4 will have been issued by the
Termination
The Agreement may be terminated at any time prior to the Closing as follows: (i)
by the Parent or the Company, in the event that (a) the Closing of the
transactions has not occurred by
The foregoing description of the Merger Agreement does not purport to be . . .
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 and Exhibit 99.1, attached hereto will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
IMPORTANT NOTICES
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act and the Exchange Act both as amended. Statements that are not historical facts, including statements about the pending transactions described above, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
The forward-looking statements are based on the current expectations of the
management of the Registrant and the Company, as applicable, and are inherently
subject to uncertainties and changes in circumstances and their potential
effects and speak only as of the date of such statement. There can be no
assurance that future developments will be those that have been anticipated.
These forward-looking statements involve a number of risks, uncertainties or
other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements
including: risks related to the Company's businesses and strategies; the ability
to complete the proposed business combination due to the failure to obtain
approval from the Registrant's stockholders or satisfy other closing conditions
in the definitive merger agreement; the amount of any redemptions by existing
holders of the Registrant's common stock; the ability to recognize the
anticipated benefits of the business combination; other risks and uncertainties
included under the header "Risk Factors" in the Registration Statement to be
filed by the Registrant, in the final prospectus of
Important Information for Investors and Stockholders
This document relates to a proposed transaction between the Registrant and the
Company. This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor will there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. The Registrant intends to file a registration
statement on Form S-4 with the
Once available, stockholders will also be able to obtain a copy of the Form S-4,
including the proxy statement/prospectus, and other documents filed with the
Participants in the Solicitation
The Parent and its directors and executive officers may be deemed participants
in the solicitation of proxies from Parent's stockholders with respect to the
business combination. Information about Parent's directors and executive
officers and a description of their interests in Parent will be included in the
proxy statement/prospectus for the proposed transaction and be available at the
The Company and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of Parent in connection with the proposed business combination. Information about The Company's directors and executive officers and information regarding their interests in the proposed transaction will be included in the proxy statement/prospectus for the proposed transaction.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the transactions described above and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1 Merger Agreement, datedMarch 3, 2023 by and among Parent, the Company, ECDUK Subsidiary, and Merger Sub. 10.1 Company Support Agreement 10.2 Parent Support Agreement 10.3 Form of Company Lock-Up Agreement 10.4 Form of Sponsor Lock-Up Agreement 10.5 Form of Restrictive Covenant Agreement 10.6 Form of Amended and Restated Registration Rights Agreement 99.1 Press Release datedMarch 6, 2023 104 Cover page interactive data file (imbedded within the Inline XBRL document)
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