Item 1.01 Entry into a Material Definitive Agreement.
The description of the Notes (as defined below) and related transactions set
forth in Item 2.03 to this Current Report on Form 8-K, and Exhibits 10.1 and
10.2 filed herewith, are incorporated into this Item 1.01 by reference
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On February 8, 2023, Aurora Technology Acquisition Corp. (the "Company") issued
an unsecured promissory note (the "Extension Note") in the amount of $135,000 to
ATAC Sponsor LLC (the "Sponsor"), in exchange for the Sponsor depositing such
amounts into the Company's trust account in order to extend the amount of time
the Company has available to complete a business combination (the "Extension")
by one (1) month from February 9, 2023 to March 9, 2023. The Notes does not bear
interest, and matures (subject to the waiver against trust provisions) upon the
earlier of (i) two (2) days following the date on which the Company's initial
business combination is consummated or liquidation and (ii) August 31, 2023.
Repayment of the Extension Note shall be made no later than twenty (20) business
days following the closing of the Company's initial business combination. In
connection with the issuance of the Extension Note, certain existing investors
in the Sponsor received convertible notes issued by the Sponsor, whereby, at the
election of the noteholders and only if the Company consummates the initial
business combination, a noteholder may convert the principal outstanding under
the respective note into Class A ordinary shares of the Company at a price of
$10.0 per share.
In addition, the Company issued an unsecured promissory note (the "Working
Capital Note" and, together with the Extension Note, the "Notes") in the amount
of $90,000 to the Sponsor, in exchange for the Sponsor depositing such amounts
in the Company's working capital account, in order to provide the Company with
additional working capital. The Note does not bear interest, and matures
(subject to the waiver against trust provisions) upon the earlier of (i) two (2)
days following the date on which the Company's initial business combination is
consummated and (ii) the date of the liquidation of the Company.
The Notes were issued pursuant to an exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act").
The foregoing description of the Notes is only a summary and is qualified in its
entirety by the Notes, which are filed as Exhibit 10.1 and 10.2 to this Current
Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events
The Company extended the business combination period to March 9, 2023, by
depositing $135,000 into the trust account on February 8, 2023, as described in
Item 2.03 of this Current Report on Form 8-K. The Company issued the release
filed herewith on January 9, 2023. The materials attached as Exhibit 99.1 are
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this report, except Exhibit 99.1 hereto,
which shall 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 shall it be deemed incorporated by
reference in any filing under the Securities Act or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Exhibit
No. Description
10.1 Promissory Note to ATAC Sponsor LLC
10.2 Promissory Note to ATAC Sponsor LLC
99.1 Press Release
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