Item 1.01 Entry into a Material Definitive Agreement.
The Business Combination Agreement
On September 14, 2022, TPB Acquisition Corporation I
(“SPAC”) entered into a Business Combination Agreement (the “Business Combination
Agreement”) by and among Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands
(“New PubCo”), Lavoro Merger Sub I Limited, an exempted company incorporated with limited liability in the
Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“First Merger Sub”), Lavoro Merger Sub
II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of
New PubCo (“Second Merger Sub”), Lavoro Merger Sub III Limited, an exempted company incorporated with
limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Third Merger
Sub” and, together with First Merger Sub and Second Merger Sub, the “Merger Subs”), Lavoro
Agro Limited, an exempted company incorporated with limited liability in the Cayman Islands (the
“Company”), and SPAC, an exempted company incorporated with limited liability in the Cayman Islands. Each
of New PubCo, the Merger Subs, the Company and SPAC will individually be referred to herein as a “Party”
and, collectively, as the “Parties.” Terms used but not defined herein, or for which definitions are not
otherwise incorporated by reference herein, shall have the meaning given to such terms in the Business Combination Agreement.
Pursuant to the Business Combination Agreement, the Parties have agreed
that, on the terms and subject to the conditions set forth in the Business Combination Agreement, on the date immediately prior to the
Closing Date, substantially concurrently with and immediately after the closing of the PIPE Investment (as defined below), (A) First
Merger Sub shall be merged with and into SPAC (the “First Merger”), with SPAC surviving as a direct wholly owned
subsidiary of New PubCo, (B) immediately following the First Merger, SPAC, as successor in the First Merger, shall be merged with
and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “SPAC Mergers”),
with Second Merger Sub surviving as a direct wholly owned subsidiary of New PubCo, and (C) on the Closing Date, Third Merger Sub
shall be merged with and into the Company (the “Third Merger” and, together with the SPAC Merger, the “Mergers”)
with the Company surviving as a direct wholly owned subsidiary of New PubCo.
As a result of the Third Merger, among other things, (i) each
Company Share owned by the Company, Third Merger Sub or any wholly owned subsidiary of the Company immediately prior to the Third Merger
shall automatically be cancelled, (ii) each Company Share that is not a Cashout Share that is issued and outstanding immediately
prior to the Third Effective Time will be converted into and shall for all purposes represent only the right to receive a number of validly
issued, fully paid and nonassessable New PubCo Class A Ordinary Shares equal to the Per Share Stock Consideration and (iii) each
Cashout Share, if any, shall be converted into and shall for all purposes represent only the right to receive the Per Share Cash Consideration.
The Per Share Stock Consideration delivered to shareholders of the
Company shall be an amount of New PubCo Ordinary Shares equal to the Equity Value of $1.125 billion, as adjusted by the Adjustment Factor,
divided by the fully diluted outstanding shares of the Company prior to the Closing, divided by $10.00 (the per share reference price).
Pursuant to the SPAC Mergers, (i) each SPAC Class A Ordinary Share and SPAC Class B Ordinary Share (collectively, the “SPAC
Shares”), other than SPAC Shares that are owned by SPAC, First Merger Sub or any wholly owned subsidiary of SPAC, will be
exchanged for New PubCo Ordinary Shares (as adjusted in accordance with the SPAC Exchange Ratio), and (ii) each SPAC Warrant will
become a New PubCo Warrant to acquire New PubCo Ordinary Shares (as adjusted in accordance with the SPAC Exchange Ratio) on the same terms
and conditions.
The Business Combination Agreement, the SPAC Mergers and the Transaction
Agreements have been unanimously approved by SPAC’s board of directors (the “Board”) and the Board has
unanimously determined to recommend that the shareholders of SPAC vote to approve the SPAC Shareholder Matters and such other actions
as contemplated by the Business Combination Agreement.
Board Composition
Pursuant and subject to the terms of the Business Combination Agreement,
the board of directors of New PubCo as of immediately following the Closing will consist of seven directors, four of which shall be designated
by the Company’s existing shareholders and the other three of which shall be designated by TPB Acquisition Sponsor I, LLC (the “Sponsor”).
Representations and Warranties
The Business Combination Agreement contains representations and warranties
that are customary for transactions of this nature, including with respect to, among other things: corporate matters, including organization,
existence and standing; authority and binding effect relative to execution and delivery of the Business Combination Agreement and other
ancillary agreements; no conflict; governmental approvals and financial statements.
Covenants
The Business Combination Agreement includes customary covenants of
the Parties with respect to operation of their respective businesses prior to the consummation of the Mergers. The Business Combination
Agreement contains additional covenants of the Parties, including, among others: (i) covenants providing that the parties cooperate
with respect to the proxy statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”)
in connection with the Business Combination Agreement (and any amendments and supplements), (ii) covenant of SPAC to convene a meeting
of SPAC’s shareholders and to solicit proxies from its shareholders in favor of the approval of the Business Combination Agreement
and the SPAC Shareholder Matters, (iii) a covenant providing that the parties shall take further actions as may be necessary, proper
or advisable to consummate and make effective the Mergers, (iv) a covenant of New PubCo and the Company to obtain any required consents
or approvals pursuant to any applicable antitrust laws or other applicable legal requirements, (v) covenants maintaining confidentiality
and public announcements and other communications regarding the Business Combination Agreement and the transactions and other documents
contemplated thereby and related matters, (vi) a covenant of the Company and its subsidiaries not to engage in any transactions involving
the securities of SPAC prior to public announcement of the material terms of the transactions, and (vii) covenants providing that
the parties will not solicit, initiate, enter into or continue discussions, negotiations or transactions with respect to any other similar
business combination transaction.
Conditions to the Consummation of the Transaction
Consummation of the transactions contemplated by the Business Combination
Agreement is subject to customary closing conditions, including approval by SPAC’s and the Company’s shareholders. The Business
Combination Agreement also contains other conditions, including, among others: (i) SPAC having at least $5,000,001 of net tangible
assets following the exercise by the holders of the SPAC’s Class A Ordinary Shares issued in SPAC’s initial public offering
of securities and outstanding immediately before the First Effective Time of their right to redeem their SPAC Class A Ordinary Shares
in accordance with SPAC’s governing documents, (ii) the approval by the applicable governmental authorities and the absence
of any applicable Legal Requirement prohibiting or enjoining the consummation of the transactions, (iii) the receipt of approval
for the New PubCo Ordinary Shares to be listed on Nasdaq or another public stock market or exchange in the United States, subject to the
official notice of issuance thereof and the requirement to have a sufficient number of round lot holders, and (iv) the effectiveness
of the registration statement on Form F-4 to be filed by New PubCo (the “Registration Statement”), which
Registration Statement shall not be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order
with respect to the Registration Statement.
In addition, each party’s obligations to consummate the Closing
is subject to the condition that SPAC Cash, comprising the aggregate amount of cash contained in the Trust Account (giving effect to the
Redemption), plus proceeds of the PIPE Investment, minus transaction costs, shall equal or exceed $180,000,000. The parties agree that
they may solicit additional PIPE Investments prior to the Closing, on terms and with counterparties mutually agreeable to the parties.
Termination
The Business Combination Agreement may be terminated at any time prior
to the consummation of the Mergers by mutual written consent of SPAC and the Company and in certain other circumstances, including, but
not limited to if: (i) the Closing has not occurred by March 31, 2023, (ii) a governmental entity shall have issued an
order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions, and such order or other
action has become final and non-appealable or (iii) the SPAC Mergers and SPAC Shareholder Matters are not approved by SPAC’s
shareholders at the duly convened meeting of SPAC’s shareholders.
A copy of the Business Combination Agreement is filed as Exhibit 2.1
to this Current Report on Form 8-K and the foregoing description of the Business Combination Agreement is qualified in its entirety
by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective parties
made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties
and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations
agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been
provided to investors with information regarding its terms. It is not intended to provide any other factual information about SPAC or
any other party to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained
in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates,
were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting
parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to SPAC’s investors and security holders. SPAC investors and security
holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties,
covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to
the Business Combination Agreement. Moreover, information concerning the subject matter of the representations and warranties may change
after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the SPAC’s
public disclosures.
Related Agreements
Voting and Support Agreement
Concurrently with the execution and delivery of the Business Combination
Agreement, New PubCo, SPAC, the Company and the Company’s Shareholders have entered into a voting and support agreement (the “Voting
and Support Agreement”), pursuant to which, prior to the First Effective Time (and conditioned upon the occurrence of the
First Effective Time), the Company Shareholders will, among other things, vote to approve the Third Merger and such other actions as contemplated
in the Business Combination Agreement for which the approval of the Company Shareholders is required.
The Voting and Support Agreement is filed as Exhibit 10.1
to this Current Report on Form 8-K and the foregoing description of the Voting and Support Agreement is qualified in its
entirety by reference thereto.
Company Shareholder Lock-up Agreement
Concurrently with the execution and delivery of the Business Combination
Agreement, New PubCo, the Company, SPAC and the Company Shareholders have entered into a lock-up agreement (the “Lock-up Agreement”),
pursuant to which, the Company Shareholders agreed, among other things, agreed to transfer restrictions on the New PubCo Class A
Ordinary Shares, held by such Company Shareholder, as of the Closing Date immediately following the Mergers (the “Lock-up
Shares”) for a period (i) for 25% of the Lock-Up Shares held by the Company Shareholders (and their respective permitted
transferees), the date that is 180 days following the Closing Date, (ii) for an additional 25% of the Lock-Up Shares (i.e., totaling
an aggregate of 50% of the Lock-Up Shares) held by the Company Shareholders (and their respective permitted transferees), the date that
is one year following the Closing Date, (iii) for an additional 25% of the Lock-Up Shares (i.e., totaling an aggregate of 75% of
the Lock-Up Shares) held by the Company Shareholders (and their respective permitted transferees), the date that is eighteen (18) months
following the Closing Date, and (iv) for an additional 25% of the Lock-Up Shares (i.e., totaling an aggregate of 100% of the Lock-Up
Shares) held by the Company Shareholders (and their respective permitted transferees), the date that is two years following the Closing
Date.
The Lock-up Agreement is filed as Exhibit 10.2 to this
Current Report on Form 8-K and the foregoing description of the Lock-up Agreement is qualified in its entirety by reference
thereto.
PIPE Subscription Agreement
Concurrently with the execution and delivery of the Business Combination
Agreement, a certain investor (the “PIPE Investor”) has entered into a share subscription agreement (a “PIPE
Subscription Agreement”) pursuant to which the PIPE Investor has committed (the “PIPE Investment”)
to subscribe for and purchase, for an aggregate purchase price of $100,000,000, 10,000,000 Class A Ordinary Shares (at $10.00 per
share). The Sponsor is the PIPE Investor, and an affiliate of the SPAC.
The form of PIPE Subscription Agreement is filed as Exhibit 10.3
to this Current Report on Form 8-K and the foregoing description of the form of PIPE Subscription Agreement is qualified in its entirety
by reference thereto.
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement,
the Sponsor amended its existing letter agreement, dated August 13, 2021 (the “Amendment to the Sponsor Letter Agreement”)
with SPAC pursuant to which the Sponsor agreed to, among other things, (i) vote all of their respective SPAC Class B ordinary
shares, par value $0.0001 per share (the “Founder Shares”) in favor of the Business Combination and related
transactions, (ii) to take certain other actions in support of the Business Combination Agreement and related transactions, and
(iii) to be bound by transfer restrictions for two years after the Closing Date (“Sponsor Lock-Up”), provided
however (x) 50% of the Founder Shares shall be released from the Sponsor Lock-Up one year following the Closing Date, (y) an
additional 25% of the Founder Shares (i.e., totaling an aggregate of 75% of the Founder Shares) shall be released from the Sponsor Lock-Up
eighteen (18) months following the Closing Date, and (z) an additional 25% of the Founder Shares (i.e., totaling an aggregate of
100% of the Founder Shares) shall be released from the Sponsor Lock-Up the date that is two years following the Closing Date.
The Sponsor also agreed that 3,006,050 of the Founder Shares of the
Sponsor will be deemed to be “Vesting Founder Shares.” The Sponsor agreed that the Vesting Founder Shares shall be subject
to vesting and that (i) 50% of the Vesting Founder Shares will vest if at any time during the 3-year period following the Closing
Date the closing share price of the New PubCo Ordinary Shares is greater than or equal to $12.50 over any 20 trading days within any consecutive
30 trading day period and (ii) the remaining 50% of the Vesting Founder Shares will vest if at any time during the 3 year period
following the Closing Date the closing share price of the New PubCo Ordinary Shares is greater than or equal to $15.00 over any 20 trading
days within any consecutive 30 trading day period, subject to the terms of the Sponsor Letter Agreement.
The Amendment to the Sponsor Letter Agreement is filed as
Exhibit 10.4 to this Current Report on Form 8-K and the foregoing description of the form of Amendment to the Sponsor
Letter Agreement is qualified in its entirety by reference thereto.
A&R Registration Rights Agreement
At the consummation of the Business Combination Agreement, New PubCo,
the Sponsor and certain persons named therein shall enter into an amended and restated registration rights agreement (the “A&R
Registration Rights Agreement”), pursuant to which that certain Registration Rights Agreement, dated as of August 13,
2021, shall be amended and restated in its entirety, as of the Closing. As a result, the holders of registrable securities will be able
to make a written demand for registration under the Securities Act of 1933, as amended (the “Securities Act”)
of all or a portion of their registrable securities, subject to certain limitations so long as such demand includes a number of registrable
securities with a total offering price in excess of $30 million. Any such demand may be in the form of an underwritten offering, it being
understood that, subject to certain exceptions, the New PubCo shall not be required to conduct more than two underwritten offerings in
any 12-month period. In addition, the holders of registrable securities will have “piggy-back” registration rights to include
their securities in other registration statements filed by New PubCo subsequent to the Closing. New PubCo has also agreed to file within
30 days of the Closing a resale shelf registration statement covering the resale of all registrable securities.
The form of A&R Registration Rights Agreement is filed as Exhibit 10.5
to this Current Report on Form 8-K and the foregoing description of the form of A&R Registration Rights Agreement is qualified
in its entirety by reference thereto.