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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 9, 2023

 

GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-41044   98-1596617

(State or other jurisdiction

of incorporation) 

 

(Commission

File Number) 

 

(IRS Employer

Identification No.) 

 

88 Kearny Street, Suite 850

San Francisco, CA 

  94108
(Address of Principal Executive Offices)   (Zip Code)

 

(650) 489-6697

Registrant’s Telephone Number, Including Area Code

 

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 Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant   GVCIU   The Nasdaq Stock Market LLC
     
Class A ordinary shares   GVCI   The Nasdaq Stock Market LLC
     
Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   GVCIW   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. ¨

 

Class A Common Stock 

 

 

 

 

 

This Current Report on Form 8-K is filed by Green Visor Financial Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), in connection with the matters described herein.

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On February 10, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”) in the principal amount of $2,001,000 to the Company’s sponsor, Green Visor Capital SPAC I Holdings LLC (the “Sponsor”) in connection with the extension of the date by which the Company has to consummate a business combination from February 12, 2023 to May 12, 2023 (the “Extension”). The Extension Note does not bear any interest, and the loan under the Extension Note may be converted into private placement warrants (the “Extension Loan Warrants”) at a price of $1.00 per warrant, at the option of the Sponsor, with such Extension Loan Warrants having identical terms as the private placement warrants issued in connection with the private placement that was consummated in connection with the Company’s initial public offering (“IPO”). The Company issued the Extension Note in consideration for a loan from the Sponsor to fund the amount that the Company has agreed to deposit into the Company’s trust account established in connection with its IPO (the “Trust Account”).

 

Also on February 10, 2023, the Company issued an unsecured promissory note (the “Working Capital Note” and, together with the Extension Note, the “Notes”) in the amount of $125,000 to the Sponsor, in exchange for the Sponsor depositing such amount in the Company’s working capital account, in order to provide the Company with additional working capital. The Working Capital Note does not bear any interest, and the principal amount of the loan under the Working Capital Note (or any portion thereof) may be converted into private placement warrants (the “Working Capital Warrants” and together with the Extension Loan Warrants, the “Warrants”) at a price of $1.00 per warrant, at the option of the Sponsor, with such Working Capital Warrants having identical terms as the private placement warrants issued in connection with the private placement that was consummated in connection with the Company’s IPO.

 

If the Company does not complete a business combination, the Company may repay such loans under the Notes solely from assets not held in the Trust Account, if any. Unless converted at the option of the Sponsor into Warrants, the Company must repay the outstanding principal amount of each Note on the consummation of the initial business combination out of the proceeds of the Trust Account, if any, released to the Company.

 

The foregoing description of the Extension Note is qualified in its entirety by reference to the Extension Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Working Capital Note is qualified in its entirety by reference to the Working Capital Note, a copy of which is attached as Exhibit 10.2 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 8.01 Other Events.

 

On February 2, 2023, the Sponsor notified the Company that it intended to deposit an aggregate of $2,001,000 (representing $0.10 per public share) into the Company’s trust account on or before February 12, 2023. On February 9, 2023, the Company issued a press release announcing that its board of directors had approved the Extension, as contemplated by the Company’s registration statement on Form S-1 (File No. 333-260199). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

On February 13, 2023, the Company issued a press release announcing that the Sponsor had deposited an aggregate of $2,001,000 (representing $0.10 per public share) into the Company’s trust account for its public stockholders. The Extension provides the Company with additional time to complete its initial business combination. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibits

 

10.1 Promissory Note, dated February 10, 2023
10.2 Promissory Note, Dated February 10, 2023
99.1 Press Release, dated February 9, 2023
99.2 Press Release, dated February 13, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 13, 2023 GREEN VISOR FINANCIAL TECHNOLOGY
ACQUISITION CORP. I
     
  By: /s/ Richard Kim
    Name: Richard Kim
    Title: Vice President and Chief Financial Officer

 

 

 

 

Exhibit 10.1

 

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Total Principal Amount: $2,001,000   Dated as of February 10, 2023

 

Green Visor Financial Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Maker”), promises to pay to the order of Green Visor Capital SPAC I Holdings LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the Total Principal Amount (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may designate by written notice in accordance with the provisions of this Note.

 

1. Principal. The principal balance of this Note of $2,001,000, funded on the date hereof by the Payee (the “Total Principal Amount”). The entire Total Principal Amount shall be payable on the earlier of (a) May 12, 2023, or (b) the consummation of the Maker’s initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Payee understands that if a Business Combination is not consummated, this Note will be repaid solely to the extent that the Maker has funds available to it outside of its trust account established in connection with its initial public offering of its securities (the “Trust Account” and such offering, the “IPO”), and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. The Total Principal Amount may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee, agent or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

 

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

 

3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

 

4. Events of Default. The following shall constitute an event of default (“Event of Default”):

 

(a) Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days following the date when due.

 

(b) Voluntary Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.

 

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.

 

 

 

 

5. Remedies.

 

(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

 

(b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.

 

6. Conversion.

 

(a) Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert the Total Principal Amount into warrants of the Maker (each, a “Warrant”), at a price of $1.00 per Warrant, each Warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Maker. The Warrants shall have identical terms as the private placement warrants issued in connection with the private placement that was consummated in connection with the IPO. As promptly as reasonably practicable after notice by the Payee to the Maker to convert the Total Principal Amount into Warrants, which notice must be made at least five (5) days prior to the consummation of the Business Combination, the Maker shall have issued and delivered to the Payee, without any charge to Payee, a warrant certificate or certificates (issued in the name(s) requested by the Payee), or shall have made appropriate book-entry notation on the books and records of the Maker, in each case for the number of Warrants issuable upon the conversion of this Note.

 

(b) If the Payee converts the Total Principal Amount into warrants in accordance with Section 6(a), then (i) the Total Principal Amount shall be deemed to have been paid in full by the Maker on the date of such conversion and (ii) the Payee shall surrender and deliver this Note to the Maker.

 

7. Covenants of the Maker. The Maker covenants that any Warrants issuable upon conversion of the Note, when so issued, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof.

 

8. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.

 

9. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.

 

 

 

 

10. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

 

11. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF.

 

12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

13. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any monies in, or any distribution of or from, the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Payee hereby agrees not to make any Claim against the Trust Account (including any distributions therefrom), regardless of whether such Claim arises as a result of, in connection with or relating in any way to, this Note, or any other matter, and regardless of whether such Claim arises based on contract, tort, equity or any other theory of legal liability. To the extent the Payee commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Maker (including this Note), which proceeding seeks, in whole or in part, monetary relief against the Maker, the Payee hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such Claim shall not permit the Maker (or any person claiming on its behalf or in lieu of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

 

14. Tax Treatment. In each case for U.S. federal income tax and all other applicable tax purposes, the Maker and the Payee agree to treat this Note in part as an equity interest in the Maker and in part as a contingent right to acquire Warrants (and not as indebtedness), and shall take no contrary position on any tax return or before any taxing authority unless otherwise required by law). The Maker and the Payee shall reasonably cooperate to structure (i) any conversion of this Note in connection with a Business Combination and (ii) any contribution, forfeiture or elimination of this Note pursuant to Section 1 in a manner that is tax-efficient for the Maker and the Payee, taking into account the terms of any Business Combination.

 

15. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the prior written consent of the Maker and the Payee.

 

16. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

 

17. Next Business Day. Whenever any payment or other obligation hereunder shall be due on any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which commercial banking institutions in the State of New York are authorized or required by law or other governmental action to close (a “Business Day”), such payment shall be made on the next succeeding Business Day.

 

[Remainder of Page Intentionally Left Blank]

 

 

 

 

IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

 

  GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I
     
  By: /s/ Richard Kim
  Name: Richard Kim
  Title: Vice President and Chief Financial Officer

 

Agreed and Acknowledged:  
   
GREEN VISOR CAPITAL SPAC I HOLDINGS LLC  
   
By: /s/ Simon Yoo  
Name: Simon Yoo  
Title: Authorized Person  

 

[Signature Page to Promissory Note]

 

 

 

 

Exhibit 10.2

 

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Total Principal Amount: $125,000   Dated as of February 10, 2023

 

Green Visor Financial Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Maker”), promises to pay to the order of Green Visor Capital SPAC I Holdings LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the Total Principal Amount (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may designate by written notice in accordance with the provisions of this Note.

 

1. Principal. The principal balance of this Note of $125,000, funded on the date hereof by the Payee (the “Total Principal Amount”). The entire Total Principal Amount shall be payable on the earlier of (a) May 12, 2023, or (b) the consummation of the Maker’s initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Payee understands that if a Business Combination is not consummated, this Note will be repaid solely to the extent that the Maker has funds available to it outside of its trust account established in connection with its initial public offering of its securities (the “Trust Account” and such offering, the “IPO”), and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. The Total Principal Amount may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee, agent or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

 

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

 

3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

 

4. Events of Default. The following shall constitute an event of default (“Event of Default”):

 

(a) Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days following the date when due.

 

(b) Voluntary Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.

 

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.

 

 

 

 

5. Remedies.

 

(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

 

(b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.

 

6. Conversion.

 

(a) Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert the Total Principal Amount (or any portion thereof) into warrants of the Maker (each, a “Warrant”), at a price of $1.00 per Warrant, each Warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Maker. The Warrants shall have identical terms as the private placement warrants issued in connection with the private placement that was consummated in connection with the IPO. As promptly as reasonably practicable after notice by the Payee to the Maker to convert the Total Principal Amount (or any portion thereof) to Warrants, which notice must be made at least five (5) days prior to the consummation of the Business Combination, the Maker shall have issued and delivered to the Payee, without any charge to Payee, a warrant certificate or certificates (issued in the name(s) requested by the Payee), or shall have made appropriate book-entry notation on the books and records of the Maker, in each case for the number of Warrants issuable upon the conversion of the Total Principal Amount (or such portion thereof). All accrued and unpaid principal of this Note that is not then converted into Warrants shall continue to remain outstanding and to be subject to the terms and conditions of this Note.

 

(b) If the Payee converts the Total Principal Amount into warrants in accordance with Section 6(a), then (i) the Total Principal Amount shall be deemed to have been paid in full by the Maker on the date of such conversion and (ii) the Payee shall surrender and deliver this Note to the Maker.

 

7. Covenants of the Maker. The Maker covenants that any Warrants issuable upon conversion of the Note, when so issued, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof.

 

8. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.

 

9. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.

 

 

 

 

10. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

 

11. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF.

 

12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

13. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any monies in, or any distribution of or from, the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Payee hereby agrees not to make any Claim against the Trust Account (including any distributions therefrom), regardless of whether such Claim arises as a result of, in connection with or relating in any way to, this Note, or any other matter, and regardless of whether such Claim arises based on contract, tort, equity or any other theory of legal liability. To the extent the Payee commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Maker (including this Note), which proceeding seeks, in whole or in part, monetary relief against the Maker, the Payee hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such Claim shall not permit the Maker (or any person claiming on its behalf or in lieu of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

 

14. Tax Treatment. In each case for U.S. federal income tax and all other applicable tax purposes, the Maker and the Payee agree to treat this Note in part as an equity interest in the Maker and in part as a contingent right to acquire Warrants (and not as indebtedness), and shall take no contrary position on any tax return or before any taxing authority unless otherwise required by law). The Maker and the Payee shall reasonably cooperate to structure (i) any conversion of this Note in connection with a Business Combination and (ii) any contribution, forfeiture or elimination of this Note pursuant to Section 1 in a manner that is tax-efficient for the Maker and the Payee, taking into account the terms of any Business Combination.

 

15. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the prior written consent of the Maker and the Payee.

 

16. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

 

17. Next Business Day. Whenever any payment or other obligation hereunder shall be due on any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which commercial banking institutions in the State of New York are authorized or required by law or other governmental action to close (a “Business Day”), such payment shall be made on the next succeeding Business Day.

 

 

 

 

18. Fractional Warrants. No fractional Warrants shall be issued upon the conversion of all or any portion of this Note. Any fraction of a Warrant to which the Payee would otherwise be entitled to purchase upon such conversion shall be rounded up to the next whole Warrant.

 

[Remainder of Page Intentionally Left Blank]

 

 

 

 

IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

 

  GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I
     
  By: /s/ Richard Kim
  Name: Richard Kim
  Title: Vice President and Chief Financial Officer

 

Agreed and Acknowledged:  
   
GREEN VISOR CAPITAL SPAC I HOLDINGS LLC  
   
By: /s/ Simon Yoo  
Name: Simon Yoo  
Title: Authorized Person  

 

[Signature Page to Promissory Note]

 

 

 

 

Exhibit 99.1

 

 

 

Green Visor Financial Technology Acquisition Corp. I Announces Extension of Deadline to Complete Initial Business Combination

 

SAN FRANCISCO, CALIFORNIA, February 9, 2023 - Green Visor Financial Technology Acquisition Corp. I (Nasdaq: GVCI) (the “Company”) announced today that its board of directors has elected to extend the date by which the Company has to consummate a business combination from February 12, 2023 to May 12, 2023 (the “Extension”), as contemplated by the Company’s registration statement on Form S-1 (File No. 333-260199). On February 2, 2023, the Company’s sponsor, Green Visor Capital SPAC I Holdings LLC, notified the Company that it intends to deposit an aggregate of $2,001,000 (representing $0.10 per public share) into the Company’s trust account on or before February 12, 2023. The Extension provides the Company with additional time to complete its initial business combination.

 

About Green Visor Financial Technology Acquisition Corp. I

 

Green Visor Financial Technology Acquisition Corp. I is a blank-check Cayman Islands exempted company formed by Green Visor Capital SPAC I Holdings LLC, for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets.

 

Cautionary Note Concerning Forward-Looking Statements

 

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the company, including those set forth in the Risk Factors section of the company’s registration statement on Form S-1 and prospectus filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

 

 

 

Exhibit 99.2

 

 

 

Green Visor Financial Technology Acquisition Corp. I Confirms Funding and Extension of Deadline to Complete Initial Business Combination

 

SAN FRANCISCO, CALIFORNIA, February 13, 2023 - Green Visor Financial Technology Acquisition Corp. I (Nasdaq: GVCI) (the “Company”) announced today that its sponsor, Green Visor Capital SPAC I Holdings LLC (the “Sponsor”), has timely deposited an additional $2,001,000 (the “Extension Payment”) into the Company’s trust account for its public stockholders. This deposit enables the Company to extend the date by which the Company has to complete its initial business combination from February 12, 2023 to May 12, 2023 (the “Extension”). The Extension provides the Company with additional time to complete its initial business combination.

 

The Sponsor loaned the Extension Payment to the Company, which loan is convertible, at the Sponsor’s discretion, into warrants identical to the private placement warrants issued in the Company’s private placement that was consummated in connection with the Company’s initial public offering.

 

About Green Visor Financial Technology Acquisition Corp. I

 

Green Visor Financial Technology Acquisition Corp. I is a blank-check Cayman Islands exempted company formed by Green Visor Capital SPAC I Holdings LLC, for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets.

 

Cautionary Note Concerning Forward-Looking Statements

 

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the company, including those set forth in the Risk Factors section of the company’s registration statement on Form S-1 and prospectus filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.