UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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Item 1.01. Entry into a Material Definitive Agreement.
On June 2, 2023, Finnovate Acquisition Corp., a special purpose acquisition company incorporated as a Cayman Islands exempted company (the “Company”), issued a promissory note (the “Note”) in the aggregate principal amount of up to $1,200,000 (the “Extension Funds”) to Sunorange Limited, the general partner of Finnovate Sponsor L.P., the Company’s sponsor (the “Sponsor”), pursuant to which the Extension Funds would be deposited into the Company’s trust account (the “Trust Account”) for each Class A ordinary share of the Company (“Public Share”) that was not redeemed in connection with the Company’s May 8, 2023 shareholder vote to approve an extension of the Company’s termination date from May 8, 2023 to May 8, 2024.
The principal amount of this Note may be drawn down in twelve equal amounts of $100,000, in order for the Company to deposit a pro rata portion of the Extension Funds into the Trust Account, which equates to $0.05 per remaining Public Share, for each calendar month (commencing on May 8, 2023 and on the 8th day of each subsequent month) until May 8, 2024, that is needed to complete an initial business combination (the “Business Combination”). As of May 8, 2023, the first three installments of the Extension Funds was deposited into the Trust Account.
The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor, up to $1,200,000 of the unpaid principal amount of the Note may be converted into warrants of the Company (the “Conversion Warrants”), each warrant being identical to the private placement warrants issued in the Company’s initial public offering at a conversion price of $1.00 per warrant. The Conversion Warrants are entitled to the registration rights set forth in the Note.
The foregoing descriptions are qualified in its entirety by reference to the Note, a copy of which is attached hereto as Exhibit 10.1, 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 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On May 19, 2023, the Company filed with the Securities and Exchange Commission and mailed to its shareholders the Company’s information statement on Schedule 14f-1 in connection with a change in majority control of the Company’s board of directors other than by a meeting of shareholders (the “14F”). The Company designated each of Chunyi (Charlie) Hao, Tiemei (Sarah) Li and Sanjay Prasad (the “New Directors”) to fill the vacancies to be left by departing directors Mitch Garber, Gustavo Schwed and Nadav Zohar (the “Outgoing Directors”), to be effective ten (10) days after the mailing of the 14F. On May 29, 2023, the resignation of the Outgoing Directors and appointment of the New Directors became effective.
On June 2, 2023, each of the New Directors (as defined below) along with Calvin Kung, Chief Executive Officer and Director, and Wang Chiu Wong, Chief Financial Officer and Director entered into a joinder (the “Joinder”) to that certain letter agreement, dated November 8, 2021, by and among the Company, the Sponsor, and certain officers and directors. Such individuals also entered into indemnity agreements (the “Indemnity Agreement”) with the Company, each of which are substantially similar to the indemnification agreements entered into by the other officers and directors in connection with the Company’s initial public offering.
The foregoing descriptions are qualified in its entirety by reference to Joinder and Indemnity Agreement, copies of which are attached hereto as Exhibit 10.3 and 10.4, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Promissory Note issued to Sunorange Limited, dated June 2, 2023. | |
| 10.3 | Joinder to Insider Letter, dated June 2, 2023. | |
| 10.4 | Form of Indemnity Agreement, dated June 2, 2023. | |
| 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.
| Finnovate Acquisition Corp. | ||
| Date: June 5, 2023 | By: | /s/ Calvin Kung |
| Name: | Calvin Kung | |
| Title: | Chief Executive Officer | |
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