Item 1.01. Entry into a Material Definitive Agreement.
On
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333- 251398) related to the IPO, originally
filed with the
? An Underwriting Agreement (the "Underwriting Agreement"), datedJanuary 7, 2021 , by and among the Company andGoldman Sachs & Co. LLC , as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ? A Warrant Agreement, datedJanuary 7, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. ? A Letter Agreement, datedJanuary 7, 2021 , by and among the Company and its officers and directors, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ? A Letter Agreement, datedJanuary 7, 2021 , by and between the Company and the Company's sponsor,KL Sponsor LLC (the "Sponsor"), a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ?An Investment Management Trust Agreement, datedJanuary 7, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. ? A Registration Rights Agreement, datedJanuary 7, 2021 , by and between the Company, the Sponsor and certain security holders, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. ? An Administrative Support Agreement, datedJanuary 7, 2021 , by and between the Company andKennedy Lewis Management LLP , an affiliate of the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. ? A Private Placement Warrants Purchase Agreement, datedJanuary 7, 2021 (the "Placement Warrants Purchase Agreement"), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.
Item 3.02. Unregistered Sales of
Simultaneously with the closing of the IPO, pursuant to the Placement Warrants
Purchase Agreement, the Company completed the private sale of an aggregate of
5,166,667 warrants (the "Private Placement Warrants") to the Sponsor at a
purchase price of
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the IPO, the Company filed its Amended and Restated
Certificate of Incorporation with the Secretary of State of the
Item 8.01. Other Events.
A total of
On
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description 1.1 Underwriting Agreement, datedJanuary 7, 2021 , by and between the Company andGoldman Sachs & Co. LLC as representative of the several underwriters. 3.1 Amended and Restated Certificate of Incorporation. 4.1 Warrant Agreement, datedJanuary 7, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent. 10.1 Letter Agreement, datedJanuary 7, 2021 , by and among the Company and its officers and directors. 10.2 Letter Agreement, datedJanuary 7, 2021 , by and between the Company and the Sponsor. 10.3 Investment Management Trust Agreement, datedJanuary 7, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee. 10.4 Registration Rights Agreement, datedJanuary 7, 2021 , by and between the Company, the Sponsor and certain security holders. 10.5 Administrative Support Agreement, datedJanuary 7, 2021 , by and between the Company andKennedy Lewis Management LLP . 10.6 Private Placement Warrants Purchase Agreement, datedJanuary 7, 2021 , by and between the Company and the Sponsor. 99.1 Press Release, datedJanuary 7, 2021 . 99.2 Press Release, datedJanuary 12, 2021 .
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