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    Mallard Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

    2/4/22 4:16:03 PM ET
    $MACU
    Get the next $MACU alert in real time by email
    0001805795 false 0001805795 2022-02-02 2022-02-02 0001805795 MACU:UnitsEachConsistingOfOneShareOfCommonStockAndOneRedeemableWarrantEntitlingHolderToPurchaseOnehalfOfOneShareOfCommonStockMember 2022-02-02 2022-02-02 0001805795 MACU:CommonStockParValue0.0001PerShareMember 2022-02-02 2022-02-02 0001805795 MACU:WarrantsEachExercisableForOnehalfOfOneShareOfCommonStockFor11.50PerWholeShareMember 2022-02-02 2022-02-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

    CURRENT REPORT

     

    PURSUANT TO SECTION 13 OR 15(d) OF THE

    SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported): February 4, 2022 (February 2, 2022)

     

    Mallard Acquisition Corp.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-39611   84-4904992
    (State or other jurisdiction
    of incorporation)
      (Commission File Number)   (IRS Employer
    Identification No.)

     

    19701 Bethel Church Road, Suite 302

    Cornelius, NC 28031

    (Address of principal executive offices, including zip code)

     

    Registrant’s telephone number, including area code: (813) 407-0444

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Units, each consisting of one share of Common Stock and one Redeemable Warrant entitling the holder to purchase one-half of one share of Common Stock   MACUU   The Nasdaq Stock Market LLC
             
    Common Stock, par value $0.0001 per share   MACU   The Nasdaq Stock Market LLC
             
    Warrants, each exercisable for one-half of one share of Common Stock for $11.50 per whole share   MACUW   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

    Item 1.01 Entry into a Material Definitive Agreement

     

    As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Mallard Acquisition Corp. (the “Company”), on August 27, 2021, the Company issued a promissory note in the principal amount of up to $500,000 to the Company’ sponsor Mallard Founders Holdings, LLC (the “Sponsor”) (the “Original Promissory Note”).

     

    The Original Promissory Note was subsequently amended to remove the Sponsor’s right to elect to convert all or a portion of the unpaid principal amount thereunder into warrants of the Company (the “First Amended and Restated Note”).

     

    On February 2, 2022, the Company amended and restated the First Amended and Restated Note in its entirety solely to increase the principal amount thereunder from $500,000 to $1,000,000 (the “Second Amended and Restated Note”).

     

    The foregoing description is qualified in its entirety by reference to the Second Amended and Restated 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 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit Number   Description
    99.1   Second Amended and Restated Promissory Note of the Company, dated February 2, 2022.
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    1

     

     

    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 4, 2022

      MALLARD ACQUISITION CORP.
         
      By: /s/ P. Jeffrey Leck
        Name: P. Jeffrey Leck
        Title: Chief Executive Officer

     

     

    2

     

     

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