Upon consummation of the transactions contemplated by the Merger Agreement (the “ Closing”), all outstanding shares of DivvyPay capital stock, options to purchase shares of DivvyPay capital stock and warrants to purchase shares of DivvyPay capital stock, in each case other than as set forth in the following proviso, were cancelled in exchange for the right to receive an aggregate of 10,192,274 shares of common stock of the Company, par value $0.00001 per share (“ Common Stock”) (the “ Stock Consideration”) provided, that (a) shares of DivvyPay capital stock held by unaccredited stockholders, and certain vested options to purchase shares of DivvyPay capital stock were cancelled in exchange for the right to receive an aggregate amount in cash equal to approximately $36.4 million in lieu of shares of Common Stock, (b) certain vested and unvested options to purchase shares of DivvyPay capital stock, in each case, held by employees of DivvyPay who became, upon Closing, employees of the Company or any of its subsidiaries have been assumed by the Company and became vested and unvested options, as applicable, to purchase 657,121 shares of Common Stock, and (c) all other outstanding unvested options to purchase shares of DivvyPay capital stock were cancelled for no consideration. Pursuant to the terms of the Merger Agreement, DivvyPay became a wholly owned subsidiary of the Company. (the “ Company”) completed its previously announced acquisition of DivvyPay, Inc., a Delaware corporation (“ DivvyPay”), pursuant to the terms of an Agreement and Plan of Merger, dated as of May 6, 2021 (the “ Merger Agreement”), with the Company, certain of the Company’s subsidiaries, DivvyPay and Shareholder Representative Services LLC, in its capacity as the representative of certain DivvyPay securityholders.
☐Ĭompletion of Acquisition or Disposition of Assets. 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. 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). Securities registered pursuant to Section 12(b) of the Act:
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 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 (see General Instruction A.2.
0 kommentar(er)
