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 14, 2022
5:01 ACQUISITION CORP.
(Exact name of Registrant as specified in its Charter)
| Delaware | 001-39612 | 85-2790755 | ||
|
(State or other
jurisdiction of incorporation or
|
(Commission File Number) |
(IRS Employer Identification No.) |
||
|
501 Second Street,
Suite 350
San Francisco, CA |
94107 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (415) 993-8570
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 | ||
| Class A common stock, par value $0.0001 per share | FVAM | 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 x
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.
On February 14, 2022, 5:01 Acquisition Corp. (the “Company”) entered into a promissory note (the “Note”) in favor of 5:01 Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and a related party of the Company. The Note was issued to fund administrative costs of the Company and fees and expenses associated with a potential business combination (“Business Combination”). The Note has an original principal amount of $1,000,000, is non-convertible, does not bear interest, and will mature on the earlier of (i) the winding up of the Company if a Business Combination has not been consummated on or before the 24 month anniversary of the closing of the Company’s initial public offering (as the same may be extended from time to time by the vote of the Company’s stockholders) or (ii) the closing of a Business Combination. The Note may be prepaid in whole or in part at any time. The Note contains customary events of default, including, among others, those relating to the Company’s failure to make a payment of principal when due and to perform any other obligations that is not timely cured after written notice of such default from the Sponsor.
The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | Promissory Note, dated February 14, 2022, in favor of 5:01 Acquisition LLC |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURES
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.
| 5:01 ACQUISITION CORP. | |||
| By: | /s/ Rebecca L. Lucia | ||
| Rebecca L. Lucia | |||
| Chief Financial Officer | |||
| Date: February 14, 2022 | |||
Exhibit 10.1
| $1,000,000.00 | February 14, 2022 |
FOR VALUE RECEIVED, 5:01 Acquisition Corp., a Delaware corporation (“Debtor”), hereby promises to pay to the order of 5:01 Acquisition LLC, a Delaware limited liability company (“Lender”), at such address or such other place as the Lender pay from time to time designate in writing, the principal sum of the lesser of (A) ONE MILLION DOLLARS ($1,000,000) (the “Initial Loan”), or (B) the principal amount of loans outstanding hereunder, as conclusively evidenced on the grid attached hereto as Schedule I (such principal balance of advances as reflected on Schedule I, including the Initial Loan, as of the date of determination, the “Loans”). No Interest shall accrue or be payable on the Loans. All payments received by the Lender hereunder will be applied first to costs of collection, if any, then the balance to principal. Principal shall be payable in lawful money of the United States of America.
1. Use of Proceeds. The proceeds of the Loans shall be used by the Debtor to pay administrative costs and fees and expenses associated with a potential business combination (“Business Combination”), including fees and expenses of Debtor’s auditors, lawyers, accountants, and financial advisors.
2. Repayment of Principal. The unpaid principal on this Note shall be due and payable on the earlier of (i) the winding up of Debtor if a Business Combination has not been consummated on or before the 24 month anniversary of the Closing of Debtor’s initial public offering (as the same may be extended from time to time by the vote of the stockholders of Debtor) or (ii) the closing of a Business Combination (the earlier of (i) and (ii), the “Maturity Date”).
3. Advances; Schedule I. The Lender may make additional advances of principal to the Debtor from time to time, which shall be reflected as “Loans” on Schedule I. The Lender is hereby authorized by Debtor to enter and record on Schedule I attached hereto the amount of each Loan made under this Note and each payment of principal thereon without any further authorization on the part of Debtor or any endorser or guarantor of this Note. The entry of a Loan on said schedule shall be prima facie and presumptive evidence of the entered Loan and its conditions. The Lender's failure to make an entry, however, shall not limit or otherwise affect the obligations of Debtor or any endorser or guarantor of this Note.
4. Loans Due on Demand After the Maturity Date. Notwithstanding any terms in this Note to the contrary, the enumeration in this Note of specific obligations of Debtor to the Lender and/or conditions to the availability of funds under this Note, nothing herein shall be construed to qualify, define, or otherwise limit the Lender's right, power, or ability, at any time, under applicable law, to demand the payment of all Loans outstanding under this Note within five (5) business days of written notice of such demand to the Debtor; provided, however, that the Lender shall not make demand prior to the Maturity Date.
5. Prepayment. This Note may be prepaid in whole or in part at any time.
6. Event of Default. The occurrence of any of the following shall be deemed to be an event of default (an “Event of Default”) hereunder: (a) default in payment of principal when and as the same shall become due pursuant to the terms hereof; or (b) the default in the performance of any other obligation of Debtor to Lender, which default is not cured within ten (10) days after written notice of such default from Lender.
Promissory Note -- Page 2
7. Acceleration. Upon the occurrence of an Event of Default and at the option of Lender exercisable upon notice to Debtor, the entire balance of principal hereof shall become immediately due and payable.
8. Attorneys’ Fees. Should suit be brought to enforce, interpret or collect any part of this Note, the prevailing party shall be entitled to recover, as an element of the costs of suit and not as damages, reasonable attorneys’ fees and other costs of enforcement and collection to be fixed by the court. The prevailing party shall be the party entitled to recover its costs of suit, regardless of whether such suit proceeds to final judgment. A party not entitled to recover its costs shall not be entitled to recover attorneys’ fees. No sum for attorneys’ fees shall be counted in calculating the amount of a judgment for purposes of determining if a party is entitled to recover costs or attorneys’ fees.
9. Jurisdiction. This Note shall be construed and enforced in accordance with the internal laws of the State of California. Lender and Debtor hereby agree that any suit to enforce any provision of, or to collect, this Note shall be brought in a federal or state court located in the State of California. Each party hereby agrees that such courts shall have exclusive in personam jurisdiction and venue with respect to such party, and each party hereby submits to the in personam jurisdiction and venue of such courts.
10. Obligation Unconditional. No provision of this Note or any other agreement shall alter, impair or render conditional the obligation of Debtor, which is absolute and unconditional, to pay the principal on this Note at the place, at the respective times, and in the currency herein prescribed.
11. Waiver. Debtor hereby waives presentment, protest, demand for payment, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and hereby consents to any delays, extensions of time, renewals, waivers or modifications that may be granted or consented to by the holder hereof in respect of the time of payment or other provisions of this Note.
12. Amendment. Any term or provision of this Note may be amended, and the observance of any term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the Lender. The waiver by the Lender of any breach hereof for default in payment of any amount due hereunder or default in the performance hereof shall not be deemed to constitute a waiver of any succeeding breach or default.
13. Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby.
| DEBTOR: |
| 5:01 ACQUISITION CORP. | |
| /s/ Andrew Schwab | |
| Name: Andrew Schwab | |
| Title: Co-CEO |
Schedule I
|
Date of Loan |
Amount of Loan |
Amount of Principal Repaid | Unpaid Principal of Note | Person Making Notation |