UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbols | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| , each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | The Stock Market LLC |
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Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
As reported in the Report on Form 8-K filed on June 8, 2023, on June 8, 2023, the Company and certain of its affiliates executed a forbearance agreement with our senior secured lender, St. Cloud Capital Partners III SBIC, LP (“St. Cloud,” and such agreement the “Forbearance Agreement”) whereby St. Cloud agreed to forbear from exercising any rights and remedies under its senior secured debt facilities or under applicable law with respect to any existing defaults thereunder or any failure to comply with certain financial covenants for a specified period of time.
On August 16, 2023, the Company and certain of its affiliates executed a second forbearance agreement with St. Cloud (the “Second Forbearance Agreement”), effective as of August 13, 2023, whereby St. Cloud agreed to continue to forbear from exercising any rights and remedies under its senior secured debt facilities or under applicable law with respect to any existing defaults thereunder or any failure to comply with certain financial covenants until August 24, 2023, provided that such date will automatically be extended to September 18, 2023, if the Company satisfies certain milestones under and continues to comply with the terms of the Second Forbearance Agreement.
As of August 24, 2023, the Company has not satisfied a certain milestone in the Second Forbearance Agreement. As a result, St. Cloud’s agreement to forbear from exercising any rights and remedies under its senior secured debt facilities or under applicable law with respect to any existing defaults thereunder or any failure to comply with certain financial covenants for a specified period of time is terminated.
The Company is continuing to engage in discussions with St. Cloud regarding the path forward in light of the forbearance termination. If the Company is unable to reach agreement with St. Cloud regarding a new forbearance agreement, there is a risk that St. Cloud could exercise its rights and remedies as a secured lender, including potentially foreclosing on its collateral, which includes substantially all of the Company’s assets.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
| Appreciate Holdings, Inc. | ||
| Date: August 30, 2023 | By: | /s/ Christopher Laurence |
| Name: | Christopher Laurence | |
| Title: | Chief Executive Officer | |
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