Item 1.01 Entry into Material definitive Agreements.
As previously disclosed, on
On
On
· extend the Outside Closing Date from
· in order to facilitate the extension of the date by which Parent has to
consummate a business combination (the "Combination Period") for up to two (2) times for an additional three (3) months each time, fromOctober 12, 2022 toApril 12, 2023 , the Company agreed to loan to Parent an aggregate principal amount of$525,000 in two tranches, all of which shall become repayable upon closing of the Business Combination, or if the Purchaser Parties materially breach the Merger Agreement or its amendments and such breach has not been cured within fifteen (15) days following receipt of a notice of such breach; and
· certain Principal Shareholders (the "Restricted Shareholders") agreed that (i)
an aggregate of 5,000,000 ordinary shares of their Closing Payment Shares ("Restricted Closing Payment Shares") will be non-transferable and subject to forfeiture by theReincorporation Surviving Corporation if the Release Event (defined below) does not occur within 12 months following the Closing, (ii) such Restricted Closing Payment Shares shall vest and become transferable and non-forfeitable upon the successful creation of a new gameplay coupled with a public announcement regarding release of the new gameplay, whether through the introduction of a new mobile game or updates to an existing mobile game to revamp its gameplay and commercial appeal (the "Release Event"), with the determination of whether an event is deemed a Release Event to be determined by a majority vote of the independent directors of the board of theReincorporation Surviving Corporation in their sole discretion; and (iii) until the vesting of the Restricted Closing Payment Shares, such Restricted Closing Payment Shares shall be held in escrow in accordance with certain Share Restriction Agreements to be entered between the Purchaser and each of the Restricted Shareholders prior to the closing of the Business Combination.
The foregoing descriptions of the Merger Agreement, the First Amendment and the Second Amendment are not complete and are subject to and qualified in their entirety by reference to the Merger Agreement, the First Amendment and the Second Amendment, respectively. Copies of the Merger Agreement, the First Amendment and the Second Amendment are filed with this Current Report on Form 8-K as Exhibits 2.1, 2.2 and 2.3, respectively, and the terms of which are incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by the shareholders of MPAC at its Extraordinary General Meeting of
shareholders on
The foregoing description of the Charter Amendment is not complete and is subject to and qualified in its entirety by reference to the Second Amended and Restated Memorandum and Articles of Association, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and the provisions of which are incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
MPAC held its Meeting on
Shareholders approved the proposal to amend MPAC's amended and restated
memorandum and articles of association, giving it the right to extend the date
by which it has to complete a business combination two (2) times for an
additional three (3) months each time, from
FOR AGAINST ABSTAIN BROKER NON-VOTES 5,132,789 26,200 0 0 Item 8.01. Other Events.
In connection with the shareholders' vote at the Meeting, 3,508,994 Class A
ordinary shares were tendered for redemption. On
On
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions among Purchaser Parties and MMV and the transactions contemplated thereby, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to: (i) risks related
to the expected timing and likelihood of completion of the pending transaction,
including the risk that the transaction may not close due to one or more closing
conditions to the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or that a
governmental entity prohibited, delayed or refused to grant approval for the
consummation of the transaction or required certain conditions, limitations or
restrictions in connection with such approvals; (ii) risks related to the
ability of Parent and MMV to successfully integrate the businesses; (iii) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the applicable transaction agreements; (iv) the risk that
there may be a material adverse change with respect to the financial position,
performance, operations or prospects of MMV or Parent; (v) risks related to
disruption of management time from ongoing business operations due to the
proposed transaction; (vi) the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price of Parent's
securities; (vii) the risk that the proposed transaction and its announcement
could have an adverse effect on the ability of MMV and Parent to retain
customers and retain and hire key personnel and maintain relationships with
their suppliers and customers and on their operating results and businesses
generally; (viii) the risk that the combined company may be unable to achieve
cost-cutting synergies or it may take longer than expected to achieve those
synergies; and (ix) risks associated with the financing of the proposed
transaction. A further list and description of risks and uncertainties can be
found in Parent's prospectus/proxy statement filed with the
Additional Information and Where to Find It
In connection with the transaction described herein, Purchaser has filed with
the
Investors and security holders may obtain free copies of the proxy
statement/prospectus (if and when available) and other documents that are filed
or will be filed with the
Participants in Solicitation
Purchaser Parties, MMV, certain shareholders of Parent, and their respective
directors, executive officers and employees and other persons may be deemed to
be participants in the solicitation of proxies from the holders of Parent's
ordinary shares in respect of the proposed transactions. Information about
Parent's directors and executive officers and their ownership of Parent's
ordinary shares is set forth in Parent's Annual Report on Form 10-K for the year
ended
No Offer or Solicitation
This Current Report on Form 8-K is not intended to, and shall not, constitute an
offer to sell or buy any securities or a solicitation of any vote or approval
and is not a substitute for the proxy statement/prospectus or any other document
Purchaser or Parent may file with the
Item 9.01. Financial Statements and Exhibits
(c) Exhibits: Exhibit No. Description 2.1* Merger Agreement dated as ofAugust 6, 2021 2.2** First Amendment to Merger Agreement dated as ofJanuary 6, 2022 2.3 Second Amendment to Merger Agreement dated as ofSeptember 29, 2022 3.1 Second Amended and Restated Memorandum and Articles of Association ofModel Performance Acquisition Corp. , filed with the BVI Registry of Corporate Affairs onSeptember 28, 2022 99.1 Press release datedSeptember 30, 2022 104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)
* Incorporated by reference to Exhibit 2.1 to MPAC's Current Report on Form 8-K
filed with the
** Incorporated by reference to Exhibit 2.1 to MPAC's Current Report on Form 8-K
filed with the
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