PARSEC CAPITAL ACQUISITIONS CORP. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Merger Agreement

As previously reported, on October 13, 2022, Parsec Capital Acquisitions Corp., a Delaware corporation ("PCX"), entered into an agreement and plan of merger (the "Merger Agreement") by and among PCX, Enteractive Media Inc., a Canadian corporation ("Enteractive Media") and Enteractive Merger Sub, Inc., a Canadian corporation and a wholly owned subsidiary of PCX ("Merger Sub"). On November 1, 2022, the parties entered into Amendment No. 1 to the Merger Agreement (the "Amendment"), pursuant to which the definition of "Merger Consideration" was changed from 5,000,000 shares (at an assumed price of $4 per share), to 6,900,000 shares, with an assumed price of $10.00 per share, subject to a discount of up to 60%, of which 1,900,000 shares are subject to forfeiture in the case Enteractive Media does not achieve gross revenues of at least $3,000,000 in calendar year 2023, as reported by Enteractive Media in its Form 10-K filing for the year ended December 31, 2023. The Amendment also removed and replaced Exhibit A of the Merger Agreement, "Shareholder and Merger Consideration," in its entirety.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.   Description
10.1            Amendment No. 1 to Agreement and Plan of Merger, dated November 1,
              2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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