Article 1.01. The conclusion of an important definitive agreement.
Under the terms and conditions of the Note, the Company may request up to five (5) draws of a maximum of
The note bears no interest and is not secured by the assets of the Company. The principal balance of the Note is due and payable by the Company on the earlier of the following dates: (i)
The principal amount under the Note may be drawn by the Company from time to time prior to the Maturity Date (each, a “Request for Drawdown”). Each drawing request must not be for an amount less than
Upon completion of the initial business combination and without any further action on the part of the Partnership or Limited Partner, the outstanding amount under the Note will automatically convert into that number of Warrants of the Company or its successor entity ( the “conversion vouchers”), equal to: (x) the outstanding amount of the Security thus converted, divided by (y)
The issuance of the note was effected in accordance with the exemption from registration provided 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 has been attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended.
Article 2.03. Creation of a direct financial obligation or obligation under a
Off-Balance Sheet Arrangement of a Registrant.
The information in section 1.01 of this current report on Form 8-K is incorporated by reference in this section 2.03.
Article 3.02. Unrecorded sales of
The information in Section 1.01 of this current report on Form 8-K is incorporated by reference in this Section 3.02.
Article 4.02. Non-reliance on previously published financial statements or related document
Audit Report or Completed Interim Review.
In light of the above, the CEO and CFO of the Company have performed an assessment of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on their reassessment, the CEO and CFO of the Company concluded that the Company’s disclosure controls and procedures were not effective during the period in which the error described above occurred. persisted, due to a material weakness in internal controls over financial reporting in the analysis of complex financial instruments. In light of this material weakness, the Company has performed additional analysis deemed necessary to ensure that the Company’s unaudited interim financial statements have been prepared in accordance with
generally accepted accounting principles. The Company has reflected the restatements in note 2 of the financial statements included in the Company’s quarterly report on Form 10-Q for the period ended.
The Audit Committee has discussed the matters disclosed above with the Company’s independent registered public accounting firm,
Article 9.01. Financial statements and supporting documents.
(d) Exhibits Exhibit Title Number 10.1* Promissory Note, dated
November 19, 2021104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Previously filed (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report for the quarter ended
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