Aequi Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Leadership Update, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On February 1, 2023, Aequi Acquisition Corp., a Delaware corporation (the “Company”), issued a promissory note (the “Note”) in the principal amount of up to $1,500,000 to Aequi Sponsor LLC (the “Sponsor”). The Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. As of the date hereof, the Sponsor has not advanced any funds to the Company under the Note. If the Company completes an initial business combination (a “Business Combination”), the Company would repay the Note out of the proceeds of the trust account released to the Company. Otherwise, the Note would be repaid only out of funds held outside the trust account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Note but no proceeds from the trust account would be used to repay the Note. At the election of the Sponsor, all or a portion of the unpaid principal amount of the Note may be converted into warrants of the Company at a price of $1.50 per warrant (the “Conversion Warrants”). The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note.
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.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 1, 2023, Merline Saintil informed the Board of Directors of the Company (the “Board”) of her intention to resign as a director of the Company, effective immediately. Her resignation was for personal reasons and was not due to any disagreement with the Company. Upon her resignation as a director, Ms. Saintil became a specialist advisor of the Company to assist the Company’s management team in its continuing search and diligence of suitable acquisition targets for the Company’s initial business combination.
To fill the vacancy in the audit committee of the Board (the “Audit Committee”) created by Ms. Saintil’s resignation, on February 1, 2023, the Board appointed Jason Scheir, a director of the Company, to serve as a member of the Audit Committee, effective immediately.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Promissory Note of the Company, dated February 1, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 3, 2023
| AEQUI ACQUISITION CORP. | |||
| By: | /s/ Hope S. Taitz | ||
| Name: | Hope S. Taitz | ||
| Title: |
Chief Executive Officer and Interim Chief Financial Officer | ||
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