Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On March 24, 2023, Forbion European Acquisition Corp. (the "Company") issued an
unsecured promissory note (the "Note") in the total principal amount of up to
$900,000 to Forbion Growth Sponsor FEAC I B.V. (the "Sponsor"). The proceeds of
the Note, which may be drawn from time to time prior to the Maturity Date (as
defined below), will be used by the Company for general working capital
purposes. The Sponsor funded the initial principal amount of $450,000 on
March 24, 2023.
The Note bears no interest and shall be due and payable on the earlier of
(i) the date of consummation of the Company's initial merger, share exchange,
asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities (a "Business Combination")
and (ii) December 14, 2023 (the "Maturity Date"). In the event that the Company
does not consummate a Business Combination, the Note will be repaid only from
amounts remaining outside of the Company's trust account established in
connection with the Company's initial public offering of its securities (the
"IPO"), if any. Concurrently with the consummation of a Business Combination,
the Sponsor will have the option, but not the obligation, to convert up to the
total principal amount of the Note, in whole or in part, into additional
warrants of the Company at a price of $1.50 per warrant, each warrant
exercisable for one Class A ordinary share, $0.0001 par value per share, of the
Company. The warrants will be identical to the private placement warrants issued
by the Company to the Sponsor at the time of the Company's IPO. A failure to pay
the principal outstanding amount of the Note within five business days following
the date when due or the commencement of a voluntary or involuntary bankruptcy
action of the Company shall be deemed an event of default, in which case the
Sponsor may declare the Note due and payable immediately. 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.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference. The disclosures set forth in this
Item 2.03 are intended to be summaries only and are qualified in their entirety
by reference to the Note.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Promissory Note dated March 24, 2023, issued by Forbion European
Acquisition Corp. to Forbion Growth Sponsor FEAC I B.V.
104 Cover Page Interactive Data File - the cover page interactive data
file does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses