Item 1.01 Entry into A Material Definitive Agreement.
Business Combination Agreement
On
Noco-Noco is a development-stage manufacturer of carbon-zero electric vehicle battery technologies. Through the research and development of multilayer battery separator and by providing sustainable mobility services for people and goods, Noco-Noco aims to address the need for energy to customers driven to carbon-zero.
Pursuant to the Business Combination Agreement, among other things, in
accordance with the General Corporation Law of the
Business Combination Consideration
Pursuant to the Business Combination Agreement, immediately prior to the Merger
Effective Time, (i) holders of each PNAI unit ("PNAI Units") issued and
outstanding immediately prior to the Merger Effective Time shall be
automatically detached and the holder thereof shall be deemed to hold one share
of PNAI Class A Common Stock (defined below), one-half of PNAI Warrant (defined
below), and one PNAI Right (defined below); (ii) holders of each share of PNAI
class A common stock, par value
In addition, in connection with and at the Share Exchange Closing, each Seller
shall be entitled to receive from
Representations and Warranties
Under the Business Combination Agreement, Noco-Noco and the Sellers, on the one hand, PNAI and the acquisition entities, on the other hand, have each made customary representations and warranties to each other, including without limitation as to such parties' organization and standing, due authorization, ownership, no conflict; and in the case of the Noco-Noco, its liabilities, contracts, labor matters, benefit plans, intellectual properties, insurance, environmental matters, privacy and cybersecurity, anti-corruption compliance, anti-money laundering and trade compliance, permits and licenses, and certain other matters, and in the case of PNAI, disclosure and listing compliance as a public company, and certain other matters. Except in the case of fraud, the representations and warranties in the Business Combination Agreement will not survive the Share Exchange Closing.
Covenants and Agreements of the Parties
The Business Combination Agreement also contains covenants of the parties
regarding their conduct during the period between the signing of the Business
Combination Agreement and the earlier of the Closing or the termination of the
Business Combination Agreement, including covenants regarding (i) the operation
of their respective businesses in the ordinary course of business and use their
respective commercially reasonable efforts to consummate the Business
Combination (ii) the provision of access to their books and records,
preparation of registration statement including the proxy statement contained
therein on Form F-4 to be filed with the
Noco-Noco also agreed, (i) from and after the date of the Business Combination Agreement until the Merger Effective Time, except as otherwise contemplated by the Business Combination Agreement, not to engage in any transactions involving the securities of PNAI without the prior consent of PNAI; (ii) to waive any claims of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and PNAI to collect from the Trust Account any monies that may be owed to them by PNAI or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; (iii) to provide updates to its financial statements and with respect to other business developments in connection with the Registration Statement; and (iv) to not solicit or respond to any Alternative Proposals.
The Business Combination Agreement also includes certain covenants on PNAI
requiring PNAI to, among others, (i) make appropriate arrangements for
disbursements of the funds in the Trust Accounts, in accordance with the Trust
Agreement, dated
Conditions to Consummation of the Merger
Consummation of the Business Combination is subject to the satisfaction or
waiver by the respective parties of a number of conditions, including the
approval of the Business Combination Agreement and the Business Combination by
PNAI's stockholders. Other conditions to each party's obligations, include,
among others: (i) the Registration Statement having become effective; (ii) the
PubCo Ordinary Shares having been approved for listing on Nasdaq, subject only
to official notice of issuance thereof, and
Termination
The Business Combination Agreement may be terminated by PNAI or Noco-Noco under certain circumstances, including, among others, (i) by written consent of Noco-Noco and PNAI; (ii) by PNAI or Noco-Noco, if any actions taken by such Governmental Order or Law makes the Merger Closing or Share Exchange Closing illegal or otherwise prevents or prohibits consummation of the Merger Closing or Share Exchange Closing; (iii) by Noco-Noco if PNAI fails to obtain the required vote at a Stockholders' Meeting duly convened therefor or at any adjournment or postponement thereof; and (iv) the other party's breach of any representation, warranty, covenant or agreement as set forth in the Business Combination Agreement and failure to cure such breach within a certain period.
Governing Law and Dispute Resolution
The Business Combination Agreement is governed by the law of
A copy of the Business Combination Agreement is filed with this Current Report on Form 8-K (this "Report") as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Business Combination Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Business Combination Agreement.
Related Agreements
This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement (the "Related Agreements") but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, copies of each of which are attached hereto as exhibits. Stockholders and other interested parties are urged to read such Related Agreements in their entirety.
Form of Lock-Up Agreements
Prior to the Merger Effective Time, certain Sellers and the Sponsors (the
"Holders") will enter into lock-up agreements with the PNAI and
Pursuant to the Lock-Up Agreement, PubCo Ordinary Shares held by such Holders
are categorized as (i) "Group I Lock-up Shares", referring to the 50% of the
total number of PubCo Ordinary Shares that such Seller will receive in
connection with the Share Exchange, or 50% of the number of PubCo Ordinary
Shares such Holder will receive in converting their PNAI Founder Shares (as
defined in PNAI's prospectus filed on
The "Lock-up Period" means (i) with respect to the Group I Lock-up Shares, the
period commencing on the Share Exchange Closing Date and ending on the date that
is the earlier to occur of (A) six months there-after, or (B) the date on which
the closing price of each PubCo Ordinary Share equals or exceeds
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Number Description 2.1* Business Combination Agreement, dated as ofDecember 29, 2022 , by and among the Registrant,Prime Number Merger Sub Inc. ,Noco-Noco Pte. Ltd. , and certain other parties of the agreement. 10.1 Form of Lock-up Agreement. 10.2 Form of Registration Rights Agreement. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)
* The schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2). The registrant agrees to furnish supplementally a copy of
any omitted schedule to the
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