Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Additional Working Capital Loan
On
The Working Capital 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)
A failure to pay the principal outstanding amount of the Working Capital 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 Working Capital Note due and payable immediately.
The issuance of the Working Capital 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 Working Capital Note is attached as Exhibit 10.1 to this Current Report on Form 8-K (the "Current Report") 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 Working Capital Note.
Business Combination Deadline Extension and Extension Loan Note
On
In connection with the Extension Funding, on
The Extension Note bears no interest and shall be due and payable on the earlier of (i) the date of consummation of the Business Combination and (ii) the Maturity Date. In the event that the Company does not consummate a Business Combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any.
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Concurrently with the consummation of a Business Combination, the Sponsor will
have the option, but not the obligation, to convert up to
A copy of the Extension Note is attached as Exhibit 10.2 to this Current Report 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 Extension Note.
Forward-Looking Statements
The information in this Current Report includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding FEAC's management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report may include, for example, statements regarding FEAC's ability to consummate the proposed Business Combination.
All forward-looking statements are based on estimates and assumptions that,
while considered reasonable by FEAC and its management are inherently uncertain
and are inherently subject to risks, variability and contingencies, many of
which are beyond FEAC's control. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and should not
be relied on by an investor as, a guarantee, assurance, prediction or definitive
statement of a fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of FEAC. All forward-looking
statements are subject to risks, uncertainties and other factors that may cause
actual results to differ materially from those that we expected and/or those
expressed or implied by such forward-looking statements. These risks and
uncertainties include the occurrence of any event, change or other circumstances
that could give rise to the termination of the definitive agreements with
respect to the proposed Business Combination; the outcome of any legal
proceedings that may be instituted against FEAC following this Current Report;
the inability to complete the proposed Business Combination due to the failure
to obtain approval of the shareholders of FEAC, or to satisfy other conditions
to closing; changes to the proposed structure of the proposed Business
Combination that may be required or appropriate as a result of applicable laws
or regulations or as a condition to obtaining regulatory approval of the
proposed Business Combination; the ability of the combined company to meet stock
exchange listing standards following the consummation of the proposed Business
Combination, the combined company's ability to raise additional capital to fund
its produce development activity, and its ability to maintain key relationships
and to attract and retain talented personnel; costs related to the proposed
Business Combination; changes in applicable laws or regulations; the possibility
that the combined company may be adversely affected by changes in domestic and
foreign business, market, financial, political, legal conditions and laws and
regulations; the inability of the parties to successfully or timely consummate
the proposed Business Combination, including the risk that any regulatory
approvals are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the expected
benefits of the proposed Business Combination; or other risks and uncertainties
set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements and Risk Factor Summary" in FEAC's Annual Report on
Form 10-K for the fiscal year ended
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Any forward-looking statement speaks only as of the date on which it was made. FEAC anticipates that subsequent events and developments will cause FEAC's assessments to change. While FEAC may elect to update these forward-looking statements at some point in the future, FEAC specifically disclaims any obligation to do so, unless required by applicable law. Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made.
FEAC disclaims any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained or omitted from this Current Report and such liability is expressly disclaimed.
Participants in the Solicitation
FEAC and its directors, managers, executive officers, other members of
management and employees may be deemed participants in the solicitation of
proxies from FEAC's shareholders with respect to the proposed Business
Combination under the rules of the
No Offer or Solicitation
This Current Report is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Working Capital Promissory Note datedJune 6, 2023 , issued byForbion European Acquisition Corp. toForbion Growth Sponsor FEAC I B.V. 10.2 Extension Promissory Note datedJune 6, 2023 , issued byForbion European Acquisition Corp. toForbion 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
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