Item 8.01 Other Events
On May 27, 2022, 890 5th Avenue Partners, LLC ("890") entered into a Membership
Interest Purchase Agreement (the "Purchase Agreement") with Group Nine SPAC, LLC
("Sponsor") and Group Nine Media LLC ("Seller"), pursuant to which 890 purchased
certain Class A interests of the Sponsor held by Seller, which economically
corresponds to 4,025,000 shares (the "Subject Interest") of Class B common
stock, par value $0.0001 per share (the "Founder Shares"), of Group Nine
Acquisition Corp. (the "SPAC"). The Subject Interest is subject to the same
registration rights pursuant to that certain Registration Rights Agreement,
dated as of January 14, 2021, by and among the SPAC, Sponsor and the other
parties thereto, as are the other Founder Shares held by the Sponsor and the
other holders thereof.
Solely with respect to the transfer of the Subject Interest, the Board of
Directors of GNAC has agreed to waive Section 7(a) of that certain Letter
Agreement, dated January 14, 2021, among GNAC and its officers, directors and
Sponsor (the "Letter Agreement"), pursuant to which each insider agreed that it
would not, transfer any Founder Shares (or shares of common stock issuable upon
conversion thereof) (as defined in the Letter Agreement) until the earlier of
(A) one year after the completion of GNAC's initial business combination and (B)
subsequent to GNAC's initial business combination, if the last reported sale
price of GNAC's common stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150
days after GNAC's initial business combination or (y) the date on which GNAC
completes a liquidation, merger, stock exchange, reorganization or other similar
transaction that results in all of GNAC's stockholders having the right to
exchange their shares of common stock for cash, securities or other property).
The Subject Interest remains subject to the terms of the Letter Agreement on the
same terms as the other Founder Shares held by the Sponsor and the other parties
thereto.
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