Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On March 15, 2022, CHP Merger Corp. (the "Company") issued an unsecured
promissory note (the "Note") in the principal amount of up to $1,500,000 to CHP
Acquisition Holdings, LLC (the "Sponsor"). The Note does not bear interest and
is repayable in full upon consummation of the Company's initial business
combination (a "Business Combination"). If the Company does not complete a
Business Combination, the Note shall not be repaid and all amounts owed under it
will be forgiven. Upon the consummation of a Business Combination, the Sponsor
shall have the option, but not the obligation, to convert up to the principal
balance of the Note to warrants of the Company, at a price of $1.00 per warrant
(the "Warrants"). The terms of the Warrants will be identical to the terms of
the warrants issued by the Company to the Sponsor in a private placement that
took place simultaneously with the Company's initial public offering. The Note
is subject to customary events of default, the occurrence of which automatically
trigger the unpaid principal balance of the Note and all other sums payable with
regard to the Note becoming immediately due and payable.
The Note was issued pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The disclosure set forth in this Item 2.03 is
intended to be a summary only and is qualified in its entirety by reference to
the Note.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Promissory Note dated March 15, 2022 made by and between CHP
Merger Corp. and CHP Acquisition Holdings, LLC
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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