Item 1.01 Entry into Material definitive Agreements.
As previously disclosed, on
On
The Amendment includes an amended covenant for the Company to procure from
additional reputable investors equity financing in the aggregate amount of
The Amendment also includes the following new covenants:
· the Company agrees to make to Parent, and Parent agrees to borrow from the
Company three tranches of non-interest bearing loans in the aggregate principal amount of$2,750,000 (the "Company Loans"), all of which shall become repayable upon closing of the Business Combination, or if the Purchaser Parties (defined below) materially breach the Merger Agreement or the Amendment and such breach has not been cured within fifteen (15) days;
· Parent shall use the proceeds of the Company Loans for, among other things,
working capital and to fund amounts required to extend the period of time for Parent to consummate a Business Combination for up to two (2) times up to 18 months from the closing of its initial public offering ("Parent's Duration Period");
· prior to the expiration of the Parent's Duration Period, the Parent shall hold
a general meeting of shareholders to further extend the Parent's Duration Period (the "Further Extension Period"), and the Company shall bear and prepay Parent in the form of additional loans to fund for any and all costs and expenses incurred (including costs from an increased redemption amount or additional premium paid or to be paid to the shareholders of Parent);
· in the event that the closing of the Business Combination fails to occur within
the Parent's Duration Period (inclusive of applicable Further Extension Period) due to reasons not directly attributable to Parent, Purchaser and Merger Sub (collectively, the "Purchaser Parties"), Avatar shall pay Parent a lump sum payment of$3,250,000 (the "No-Deal Payment"); and
· in the event that the closing of the Business Combination fails to occur on or
prior to
receipt of relevant account details, the Company and Avatar shall (on a joint
and several basis) deposit
account designated by Parent, the amount of which shall be released to Parent,
for satisfaction of the obligation of Avatar under the Amendment.
A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1, and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation ofPatrick Tsang
On
Appointment ofTian Zhang
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, Parent and Purchaser will
file relevant materials 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
ordinary shares in respect of the proposed transaction. Information about
Parent's directors and executive officers and their ownership of Parent's
ordinary shares is set forth in Parent's Registration Statement on Form S-1
filed with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1 First Amendment to Merger Agreement dated as ofJanuary 6, 2022 104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)
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