Item 1.01 Entry Into A Material Definitive Agreement.
“Sponsor”), the sponsor of
entered into one or more agreements (the “Non-Redemption Agreements”) with
unaffiliated investors in exchange for an agreement not to redeem Class A
ordinary shares of BCSA sold in its initial public offering (the “Non-Redeemed
Shares”) at the special meeting called by BCSA (the “Meeting”) to approve an
extension of time for the Company to consummate an initial business combination
(the “Extension Proposal”) from
“Extension”). In exchange for the foregoing commitment not to redeem such
shares, the Sponsor has agreed to transfer to such investors an aggregate of
75,000 Class B ordinary shares of BCSA held by the Sponsor per 350,000
Non-Redeemed Shares immediately following consummation of an initial business
combination if the investors continue to hold the Non-Redeemed Shares through
the Meeting and the Extension is approved and effectuated. The Non-Redemption
Agreements are not expected to increase the likelihood that the Extension
Proposal is approved by shareholders but will increase the amount of funds that
remain in BCSA’s trust account following the Meeting.
The Sponsor may enter into other Non-Redemption Agreements with one or more
shareholders that agree not to redeem all or a portion of their Class A ordinary
shares in connection with the Extension Proposal. No additional funds will be
deposited into BCSA’s trust account.
Until the earlier of (i) the consummation of BCSA’s initial business
combination; (ii) the liquidation of BCSA’s trust account; and (iii) 24 months
after consummation of BCSA’s initial public offering, BCSA will maintain the
investment of funds held in its trust account in
securities within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, as amended, having a maturity of 185 days or less, or in money market
funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of
Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or
any successor rule), which invest only in direct
BCSA will not utilize any funds from the trust account to pay any potential
excise taxes that may become due upon a redemption of Class A ordinary shares,
including in connection with a liquidation of BCSA if it does not effect an
initial business combination prior to its termination date.
The foregoing summary of the Non-Redemption Agreements does not purport to be
complete and is qualified in its entirety by reference to the form of
Non-Redemption and Share Transfer Agreement attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Participants in the Solicitation
BCSA and its directors, executive officers, other members of management and
employees may, under
considered participants in the solicitation of proxies of BCSA’s shareholders in
favor of the approval of the Extension Proposal. Investors and security holders
may obtain more detailed information regarding the names, affiliations and
interests of BCSA’s directors and officers in the definitive proxy statement
charge at the
870-8565, E-mail: firstname.lastname@example.org.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities and does not
constitute an offer to sell or a solicitation of an offer to buy any securities,
nor will there be any sale of any such securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such state or
jurisdiction. No offer of securities will be made except by means of a
prospectus meeting the requirements of the Securities Act.
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking
statements for purposes of the safe harbor provisions under the Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These statements are based on the current
expectations of BCSA’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and
are not intended to serve as, and must not be relied on, by any investor as a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. These statements are subject to a
number of risks and uncertainties indicated from time to time in BCSA’s filings
that BCSA currently believes are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. In addition,
forward-looking statements provide BCSA’s expectations, plans or forecasts of
future events and views as of the date of this communication. BCSA anticipates
that subsequent events and developments will cause BCSA’s assessments to change.
However, while BCSA may elect to update these forward-looking statements at some
point in the future, BCSA specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing BCSA’s
assessments as of any date subsequent to the date of this communication.
Accordingly, undue reliance should not be placed upon the forward-looking
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Form of Non-Redemption and Share Transfer Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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