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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 2, 2024
LAMF GLOBAL VENTURES CORP. I
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-41053 |
|
98-1616579 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
9255 Sunset Blvd., Suite 515
West Hollywood, California 90069
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (424) 343-8760
Not Applicable
(Former name or former address, if changed since
last report)
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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
LGVCU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 par value |
|
LGVC |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
LGVCW |
|
The Nasdaq Stock Market LLC |
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 ☒
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 2, 2024, LAMF
Global Ventures Corp. I, a Cayman Islands exempted company (the “Company”), issued an unsecured promissory note (the
“Note”) to LAMF SPAC Holdings I LLC (the “Sponsor”), pursuant to which the Company may borrow up
to $1,200,000 from the Sponsor, related to ongoing expenses reasonably related to the business of the Company and the consummation of
its initial business combination. The Note bears no interest and is repayable in full upon the earlier of the date on which the Company
consummates its initial business combination or the date of the Company’s liquidation. Any outstanding principal amount to date
under the Note may be prepaid at any time by the Company, at its election and without penalty. Under the Note, following the closing of
the Company’s initial business combination, the Sponsor may elect to convert all or any portion of the unpaid principal balance
of the Note into units of the post-business combination entity at $10.00 per unit (the “Conversion Units”), with each
unit being identical to the private placement units sold to the Sponsor in connection with the Company’s initial public offering.
The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Note.
The foregoing description
of the Note does not purport to be complete and is qualified in its entirety by the provisions of the Note, which is attached hereto as
Exhibit 10.1 and incorporated by reference herein.
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 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
| |
LAMF GLOBAL VENTURES CORP. I |
| |
|
|
| |
By: |
/s/ Simon Horsman |
| |
Name: |
Simon Horsman |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Dated: February 2, 2024 |
|
|
2
Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
WORKING CAPITAL PROMISSORY NOTE
| Principal Amount: Up to $1,200,000.00 |
Dated as of February 2, 2024
New York, New York |
LAMF Global Ventures Corp. I, a Cayman Islands
exempted company (the “Maker”), promises to pay to the order of LAMF SPAC Holdings I LLC, a Cayman Islands limited
liability company, or its registered assigns or successors in interest (“Payee”), the principal sum of up to One Million
Two Hundred Thousand Dollars ($1,200,000.00) in lawful money of the United States of America, on the terms and conditions described below.
All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker
to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Repayment. The principal balance of
this Note shall be payable on the earliest to occur of (i) the date on which Maker consummates its initial business combination and (ii)
the date that the liquidation of Maker is effective (such date, the “Maturity Date”). The principal balance may be
prepaid at any time, at the election of Maker. Under no circumstances shall any individual, including but not limited to any officer,
director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest. This Note shall bear no interest.
3. Drawdown Requests. Maker and Payee agree
that Maker may request up to One Million Two Hundred Thousand Dollars ($1,200,000.00) for costs reasonably related to Maker’s initial
business combination. The principal of this Note may be drawn down from time to time (each, a “Drawdown Request”).
Each Drawdown Request must state the amount to be drawn down. Payee shall fund each Drawdown Request no later than five (5) business days
after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is One Million
Two Hundred Thousand Dollars ($1,200,000.00). Once an amount is drawn down under this Note, it shall not be available for future Drawdown
Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown
Request by Maker.
4. Application of Payments. All payments
received by Payee pursuant to this Note shall be applied first to the payment in full of any costs incurred in the collection of any sum
due under this Note, including (without limitation) reasonable attorneys’ fees, and then to the reduction of the unpaid principal
balance of this Note.
5. Events of Default. The following shall
constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure
by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the Maturity Date.
(b) Voluntary Bankruptcy, Etc. The commencement
by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the
consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors,
or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance
of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of
a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance
of any such decree or order unstayed and in effect for a period of 60 consecutive days.
6. Remedies.
(a) Upon the occurrence of an Event of Default
specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon
the unpaid principal amount of this Note and all other amounts payable hereunder, shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in
the documents evidencing the same to the contrary.
(b) Upon the occurrence of an Event of Default
specified in Sections 5(b) and 5(c) hereof, the unpaid principal balance of this Note and all other amounts payable hereunder, shall automatically
and immediately become due and payable, in all cases without any action on the part of Payee.
7. Waivers. Maker and all endorsers and
guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with
regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all
benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution,
exemption from civil process, or extension of time for payment; and Maker agrees that any real or personal property that may be levied
upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by Payee.
8. Unconditional Liability. Maker hereby
waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and
agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any
manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and
all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions
of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker
or affecting Maker’s liability hereunder. Any failure of the Payee to exercise any right hereunder shall not be construed as a waiver
of the right to exercise the same or any other right at any time and from time to time thereafter. The Payee may accept late payments,
or partial payments, even though marked “payment in full” or containing words of similar import or other conditions, without
waiving any of its rights.
9. Notices. All notices, statements or
other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first
class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,
(ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing
by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic
mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been
given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile
or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent
by mail. As of the date of this Note, the following addresses are designated for notices: Maker, 995 Sunset Blvd., Suite 515, West Hollywood,
California, 90069, Attn: Simon Horsman.
10. Construction; Governing Law; Venue; Waiver
of Jury Trial; Etc. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAW PROVISIONS THEREOF. MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, OR
FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW,
IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS NOTE SHALL AFFECT
ANY RIGHT THAT THE PAYEE OR ANY OTHER HOLDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE AGAINST THE MAKER
OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION. THE MAKER WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS
THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE MAKER AT ITS ADDRESS SET FORTH IN SECTION 9 OR TO ANY OTHER
ADDRESS AS MAY APPEAR IN THE PAYEE’S OR SUCH OTHER HOLDER’S RECORDS AS THE ADDRESS OF THE MAKER. IN ANY ACTION, SUIT OR PROCEEDING
IN RESPECT OF OR ARISING OUT OF THIS NOTE, THE PAYEE AND THE MAKER WAIVE TRIAL BY JURY, AND EACH OF MAKER AND PAYEE WAIVES (I) THE RIGHT
TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION, (II) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND
(III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.
11. Severability. Any provision contained
in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything
herein to the contrary, but subject to the following sentence of this Section 14, the Payee hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of or from the trust account (the “Trust Account”)
established in which the proceeds of the initial public offering (“the “IPO”) conducted by the Maker (including
the deferred underwriters’ discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement
that occurred prior to the closing of the IPO were deposited, as described in greater detail in Maker’s Registration Statement on
Form S-1 (333-259998) filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. Notwithstanding the foregoing,
the Payee does not waive any Claims and does not waive its rights to seek recourse, reimbursement, payment or satisfaction for any Claim
against the Trust Account for distributions of remaining funds released to the Maker from the Trust Account following redemptions or other
distributions to the Maker’s public shareholders.
13. Amendment; Waiver. Any amendment hereto
or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and Payee.
14. Assignment. This Note binds and is
for the benefit of the successors and permitted assigns of the Maker and the Payee. No assignment or transfer of this Note or any rights
or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other
party hereto and any attempted assignment without the required consent shall be void; provided, that upon the announcement of an initial
business combination of Maker, or occurrence and during the continuation of an Event of Default, Payee shall have the right to assign
this Note in its discretion without the consent of Maker.
15. Conversion.
(a) Notwithstanding anything contained in this
Note to the contrary, at Payee’s option, at any time prior to payment in full of the principal balance of this Note, Payee may elect
to convert all or any portion of the unpaid principal balance of this Note into that number of units, each unit consisting of one Class
A ordinary share of the Maker and one half of one warrant, each whole warrant exercisable for one Class A ordinary share of the Maker
(the “Conversion Units”), equal to: (x) the portion of the principal amount of this Note being converted pursuant to
this Section 15, divided by (y) ten dollars ($10.00), rounded up to the nearest whole number of units. The Conversion Units shall be identical
to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker’s IPO. The Conversion Units
and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock
dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization,
shall be entitled to the registration rights set forth in Section 15 hereof.
(b) Upon any complete or partial conversion of
the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become
fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker
shall designate against delivery of the Conversion Units, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the
principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered
Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons,
the “Holders”) the Conversion Units, which shall bear such legends as are required, in the opinion of counsel to Maker
or by any other agreement between Maker and Payee and applicable state and federal securities laws.
(c) The Holders shall pay any and all issue and
other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon conversion of this Note pursuant hereto;
provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders
in connection with any such conversion.
(d) The Conversion Units shall not be issued upon
conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.
16. Registration Rights.
(a) Reference is made to that certain Registration
Rights Agreement between Maker and the parties thereto, dated as of November 10, 2021 (as it may be further amended from time to time,
the “Registration Rights Agreement”). All capitalized terms used in this Section 16 shall have the same meanings ascribed
to them in the Registration Rights Agreement.
(b) The Holders shall be entitled to one Demand
Registration, which shall be subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement.
(c) The Holders shall also be entitled to include
the Conversion Units and their underlying securities in Piggyback Registrations, which shall be subject to the same provisions as set
forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event that an underwriter advises Maker that
the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the Holders shall not have any priority for
inclusion in such Piggyback Registration.
(d) Except as set forth above, the Holders and
Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the Registration Rights Agreement and in
any other registration rights agreements that the Holders and Maker may enter into in connection with the Maker’s initial business
combination.
[Signature Page Follows]
IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| |
LAMF Global Ventures Corp. I |
| |
|
|
| |
By: |
/s/ Simon Horsman |
| |
|
Name: |
Simon Horsman |
| |
|
Title: |
Chief Executive Officer |
| |
LAMF SPAC HOLDINGS I LLC |
| |
|
| |
Managing Member: |
| |
|
| |
LAMF SPAC I LLC |
| |
|
| |
By: |
/s/ Simon Horsman |
| |
|
Name: |
Simon Horsman |
| |
|
Title: |
Manager |
5
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LAMF GLOBAL VENTURES CORP. I
|
| Entity Central Index Key |
0001879297
|
| Entity Tax Identification Number |
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|
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