Parsec Capital Acquisitions Corp filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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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) |
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.
| November 2, 2022 | Parsec Capital Acquisitions Corp | |
| By: | /s/ Patricia Trompeter | |
| Name: | Patricia Trompeter | |
| Title: | Chief Executive Officer | |