Current Report Filing (8-k)
15 2월 2022 - 7:37AM
Edgar (US Regulatory)
0001823465
false
0001823465
2022-02-14
2022-02-14
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xbrli:shares
iso4217:USD
xbrli:shares
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 14, 2022
5:01 ACQUISITION CORP.
(Exact name of Registrant as specified
in its Charter)
Delaware
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001-39612
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85-2790755
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(State or other
jurisdiction of incorporation or
organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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501 Second Street,
Suite 350
San Francisco, CA
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94107
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (415) 993-8570
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Class
A common stock, par value $0.0001 per share
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FVAM
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The
Nasdaq Stock Market LLC
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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.
Item 1.01 Entry into a Material Definitive
Agreement.
On February 14, 2022, 5:01 Acquisition Corp. (the “Company”)
entered into a promissory note (the “Note”) in favor of 5:01 Acquisition LLC, a Delaware limited liability company (the “Sponsor”),
and a related party of the Company. The Note was issued to fund administrative costs of the Company and fees and expenses associated with
a potential business combination (“Business Combination”). The Note has an original principal amount of $1,000,000, is non-convertible,
does not bear interest, and will mature on the earlier of (i) the winding up of the Company if a Business Combination has not been
consummated on or before the 24 month anniversary of the closing of the Company’s initial public offering (as the same may be extended
from time to time by the vote of the Company’s stockholders) or (ii) the closing of a Business Combination. The Note may be
prepaid in whole or in part at any time. The Note contains customary events of default, including, among others, those relating to the
Company’s failure to make a payment of principal when due and to perform any other obligations that is not timely cured after written
notice of such default from the Sponsor.
The foregoing description
of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item
1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
SIGNATURES
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.
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5:01 ACQUISITION CORP.
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By:
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/s/ Rebecca L. Lucia
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Rebecca L. Lucia
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Chief Financial Officer
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Date: February 14, 2022
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501 Acquisition (NASDAQ:FVAM)
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