| Item 1.01 |
Entry into Material Definitive Agreement. |
As previously reported, on April 24, 2023, in connection with the special meeting in lieu of Annual Meeting of stockholders (the “Special Meeting”) to be held on May 2, 2023, Juniper II Corp., a Delaware corporation (the “Company”), and Juniper II Management, LLC (the “Sponsor”) entered into non-redemption agreements (each a “Non-Redemption Agreement”) with 7 unaffiliated third parties (each, an “Initial Holder”) pursuant to which the Initial Holders agreed to either not request redemption in connection with the Extension Proposal (as defined in the Proxy Statement (as defined below)) or to reverse any previously submitted redemption demand with respect to an aggregate of 2,240,900 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock). In connection therewith, immediately prior to, and substantially concurrently with, the closing of an initial business combination, the Sponsor agreed to forfeit 672,270 shares of the Company’s Class B common stock, par value $0.001 (“Class B Common Stock”), held by the Sponsor (the “Initial Forfeited Shares”), and in consideration of the Initial Holders’ agreements, the Company agreed to issue to the Initial Holders a number of shares of Class A Common Stock equal to the Initial Forfeited Shares. On April 25, 2023, an Initial Holder amended and restated its Non-Redemption Agreement to increase its non-redemption shares from 40,900 to 400,000, with a corresponding increase in the related Forfeited Shares to 120,000.
On April 25, 2023, the Company entered into additional Non-Redemption Agreements with 4 unaffiliated third parties (each an “Additional Holder”) substantially in the form filed as Exhibit 10.1 hereto. The Additional Holders agreed to either not request redemption in connection with the Extension Proposal or to reverse any previously submitted redemption demand with respect to an aggregate of 1,600,000 shares of Class A Common Stock. In connection therewith, immediately prior to, and substantially concurrently with, the closing of an initial business combination, the Sponsor (or its designees) will surrender and forfeit to the Company for no consideration an aggregate of 480,000 shares of the Company’s Class B Common Stock held by the Sponsor (the “Additional Forfeited Shares” and, together with the Initial Forfeited Shares, the “Forfeited Shares”), and in consideration of the Additional Holders’ agreements, the Company shall issue to the Additional Holders a number of Class A Common Stock equal to the Additional Forfeited Shares.
Following the entry into the Non-Redemption Agreements on April 25, 2023, an aggregate of 4,200,000 shares of Class A Common Stock and 1,260,000 Forfeited Shares are subject to Non-Redemption Agreements.
The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes statements that are forward-looking and as such are not historical facts. Such forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this “Cautionary Note Regarding Forward-Looking Statements” section.
Participants in the Solicitation
The Company, the Sponsor and the Company’s directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the Special Meeting. Important information regarding the Company’s directors and executive officers is available in its definitive proxy
