Gold and Precious Metals

SILVER SPIKE ACQUISITION CORP II : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

As previously announced, on June 9, 2022, Silver Spike Acquisition Corp II, an
exempted company incorporated in the Cayman Islands with limited liability
(“Silver Spike” or “SPAC”), entered into a Termination and Fee Agreement (the
“Termination Agreement”) by and among Silver Spike, Silver Spike Merger Sub II,
Inc.
, a Delaware corporation and a direct, wholly owned subsidiary of Silver
Spike (“Merger Sub 1” and together with Silver Spike, the “Silver Spike
Parties”), Eleusis Inc., a Delaware corporation (“HoldCo”), Eclipse Merger Sub,
Inc.
, a Delaware corporation and a direct, wholly owned subsidiary of HoldCo
(“Merger Sub 2”), and Eleusis Holdings Limited, a company incorporated under the
laws of England and Wales with company number 10809365 (“Eleusis” and together
with Holdco and Merger Sub 2, the “Eleusis Parties”). The Silver Spike Parties
and Eleusis Parties are collectively referred to herein as the “Parties” and
each individually as a “Party”.

Amendment to Termination Agreement

On September 23, 2022, the Parties entered into an Amendment to the Termination
and Fee Agreement (the “Termination Amendment”), pursuant to which Silver Spike
and Eleusis mutually agreed to amend the Termination Agreement effective
immediately.

Pursuant to the Termination Amendment, if on or before a Wind-Up Event (as
defined below), Eleusis (x) consummates a Specified Transaction (defined below)
or (y) announces a Specified Transaction that is subsequently consummated,
Silver Spike will be entitled to receive a number of ordinary shares of Eleusis
(the “Share Consideration”) equal to three percent (3%) of the fully diluted
capitalization of Eleusis as of immediately prior to the consummation of whether
in one or a series of transactions, (A) any merger, consolidation or other
business combination in which Eleusis and a certain counterparty specified
therein (the “Specified Person”) are constituent parties or pursuant to which
the business of Eleusis is combined, directly or indirectly, with that of a
Specified Person, (B) the sale, lease, transfer, exclusive license or other
disposition, in a single transaction or series of related transactions, by
Eleusis or any subsidiary of Eleusis of all or a portion of the assets of
Eleusis and its subsidiaries taken as a whole to a Specified Person, or (C) the
sale, transfer or other disposition (x) by the Eleusis shareholders, in a single
transaction or series of related transactions, of any securities of Eleusis to a
Specified Person that results in the Specified Person acquiring or holding
shares of Eleusis representing a majority of the outstanding voting power of
Eleusis or (y) by the Specified Person or holders of equity securities of a
Specified Person, in a single transaction or series of related transactions,
that results in the shareholders of Eleusis acquiring or holding equity
securities of a Specified Person representing a majority of the outstanding
voting power of a Specified Person; provided, that such transaction does not
include any transaction or series of related transactions in which equity
securities of Eleusis are issued and sold for capital raising purposes or
indebtedness for borrowed money is incurred by Eleusis (the “Specified
Transaction”). In the event that the Specified Transaction occurs prior to the
occurrence of the earlier to occur of (i) the completion of the redemption of
all outstanding SPAC Class A Ordinary Shares in accordance with Article 49.6 of
the SPAC Articles of Association such that no SPAC Class A Ordinary Shares
remain outstanding (the “Wind-Up Event”) and (ii) the closing of a Business
Combination by the SPAC, the Company shall cause the Consideration to be
deposited with a third-party paying or escrow agent for payment to the SPAC in
accordance with Section 4(b) upon the earlier to occur of (I) a Wind-Up Event
and (II) the closing of a business combination by the SPAC.

The foregoing descriptions of the Termination Agreement and Termination
Amendment do not purport to be complete and are qualified in their respective
entirety by the terms and conditions of the full text of the Termination
Agreement, which was previously filed with the U.S. Securities and Exchange
Commission
(the “SEC”) by Silver Spike as Exhibit 10.1 to the Current Report on
Form 8-K on dated as of June 9, 2022, and the full text of the Termination
Amendment, which is attached hereto as Exhibit 10.1, each of which is
incorporated by reference herein.

Pursuant to Silver Spike’s amended and restated memorandum and articles of
association, Silver Spike has until March 15, 2023 to complete an initial
business combination. If Silver Spike is unable to complete an initial business
combination by such date, Silver Spike will (1) cease all operations except for
the purpose of winding up, (2) as promptly as reasonably possible but not more
than 10 business days thereafter, redeem 100% of the public shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest (less up to $100,000 of interest to pay
dissolution expenses and which interest shall be net of taxes payable), divided
by the number of then issued and outstanding public shares, which redemption
will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidating distributions, if any) and
(3) as promptly as reasonably possible following such redemption, subject to the
approval of Silver Spike’s remaining shareholders and Silver Spike’s board of
directors, dissolve and liquidate, subject in each case to our obligations under
Cayman Islands law to provide for claims of creditors and the requirements of
other applicable law.

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Item 9.01. Financial Statements and Exhibits



(d) Exhibits

Exhibit No.   Description
  10.1        Amendment to the Termination and Fee Agreement, dated as of September
              23, 2022, by and among Silver Spike Acquisition Corp II, Silver Spike
              Merger Sub II, Inc., Eleusis Inc., Eclipse Merger Sub, Inc., and Eleusis
              Holdings Limited.

104           The cover page of this Current Report on Form 8-K, formatted in Inline
              XBRL.


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© Edgar Online, source Glimpses

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