E.Merge Technology Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On June 28, 2022, E.Merge Technology Acquisition Corp. (the “Company”) issued a promissory note (the “Note”) in the principal amount of up to $3,441,688 to E.Merge Technology Sponsor LLC (the “Sponsor”), pursuant to which the Sponsor agreed to loan the Company up to $3,441,688, in connection with the extension of the Company’s time to consummate a business combination from August 4, 2022 to November 4, 2022.
On July 1, 2022, the Company deposited $1,147,229.30 of such funds into the Company’s trust account (the “Trust Account”), which amount will be included in the pro rata amount distributed to (i) all of the holders of the Class A common stock sold in the Company’s initial public offering (“Public Shares”) upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial business combination.
The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the liquidation of the Company.
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 5, 2022, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporate with the Secretary of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must consummate its initial business combination from August 4, 2022 to November 4, 2022.
Pursuant to the Extension Amendment, on July 1, 2022, the Sponsor deposited $1,147,229.30 (or $0.035 per Public Share that was not redeemed in connection with the Meeting (as defined below)) into the Company’s Trust Account and thereby extended the period the Company has to complete an initial business combination from August 4, 2022 to September 4, 2022. In order to further extend the period the Company has to complete an initial business combination from September 4, 2022, an additional $1,147,229.30 (or $0.035 per Public Share that was not redeemed in connection with the Meeting) will be deposited into the Company’s Trust Account for each month.
The Sponsor or its designees will have the sole discretion whether to continue extending for additional calendar months until November 4, 2022 and if the Sponsor determines not to continue extending for additional calendar months, no additional funds will be deposited into the Trust Account.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 28, 2022, the Company held a special meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders approved the Extension Amendment extending the date by which the Company must consummate its initial business combination from August 4, 2022 to November 4, 2022 (the “Extension Amendment Proposal”).
The final voting results for the Extension Amendment Proposal were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 56,250,604 | 160,176 | 82 | 0 |
Shareholders holding 27,222,020 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $272,521,093.72 (approximately $10.01 per share) will be removed from the Company’s Trust Account to pay such holders.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. |
Description of Exhibits | |
| 3.1 | Amendment to the Certificate of Incorporation of the Company. | |
| 10.1 | Promissory Note issued to the Sponsor. | |
| 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.
| E.Merge Technology Acquisition Corp. | ||||||
| Dated: July 5, 2022 | By: | /s/ Jeff Clarke | ||||
| Name: | Jeff Clarke | |||||
| Title: | Co-Chief Executive Officer and Chief Financial Officer | |||||
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