Item 1.01. Entry into a Material Definitive Agreement.
On
The principal balance of the Note shall be due and payable in accordance with
its terms on or before
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this 1.01 is intended to be a summary only and is qualified in its entirety by reference to the Note.
In connection with the issuances of the Note, Giga Energy deposited an aggregate
of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 8.01 Other Events
On
A copy of the press release announcing the Exchange Agreement and the extension of the period of time the Company has to consummate a business combination is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
This report may contain forward-looking statements that involve risks and
uncertainties concerning the Company's proposed Business Combination with Giga
Energy, Giga Energy's expected financial performance, as well as its strategic
and operational plans. Actual events or results may differ materially from those
described in this report due to a number of risks and uncertainties. These risks
and uncertainties may cause actual results or outcomes to differ materially from
those indicated by such forward looking-statements. These risks and
uncertainties include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that may give rise to the termination of the
Exchange Agreement; (2) the outcome of any legal proceedings that may be
instituted against the Company, Giga Energy or others following announcement of
the Exchange Agreement and the transactions contemplated therein; (3) the
inability to complete the transactions contemplated by the Exchange Agreement
due to the failure to obtain approval of the shareholders of the Company; (4)
the inability to complete the transactions contemplated by the Exchange
Agreement due to the failure to obtain consents and approvals of Giga Energy's
shareholders and investors; (5) potential delays in obtaining, adverse
conditions contained in, or the inability to obtain necessary regulatory
approvals required to complete the transactions contemplated by the Exchange
Agreement; (6) the risk that the Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the transactions
described herein; (7) the inability to recognize the anticipated benefits of the
Business Combination; (8) the ability to obtain or maintain the listing of
Company's securities on
Readers are referred to the most recent reports filed with the
Disclaimer
This report and the exhibits hereto are not a tender offer statement and shall not constitute an offer to purchase or a solicitation of an offer to sell the securities of the Company or Giga Energy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 10.1 Promissory Note 99.1 Press Release dated as ofMay 17, 2021
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