Letter Agreement
Pursuant to Section 9.03 of the Business Combination Agreement, except as set forth in the Business Combination Agreement, all expenses incurred in connection with the Business Combination Agreement and the transactions contemplated thereby shall be paid by the party incurring such expenses, whether or not the Mergers or any other transaction contemplated by the Business Combination Agreement is consummated; provided, that if the Closing is consummated, the Surviving Company shall be responsible for paying the SPAC’s transaction expenses and the Company’s transaction expenses as set forth in the Business Combination Agreement. Notwithstanding the immediately preceding sentence or anything to the contrary in the Business Combination Agreement or any other related document, to the extent that: (a) the aggregate SPAC’s transaction expenses; exceed (b) the combined proceeds from (x) the funds held in the SPAC’s trust account at Closing (after deducting all the amounts to be paid pursuant to the exercise of the redemption rights, but prior to payment of any SPAC transaction expenses or other liabilities of the SPAC, the Company or any of their respective affiliates or representatives), plus (y) the gross proceeds raised from the portion of the potential PIPE Investment, if any, that was procured through the efforts led by the SPAC, its affiliates and/or representatives (such sum the “Aggregate Capital Raised” and such excess, the “Overage Amount”), the Sponsor shall (or shall cause an affiliate of Sponsor to) purchase, pursuant to a PIPE Subscription Agreement (as defined in the Business Combination Agreement), a number of Surviving Company Class A Ordinary Shares or other equity securities of the Surviving Company having an aggregate value equal to the Overage Amount, either (A) on the best terms, including purchase price, pursuant to which Surviving Company Class A Ordinary Shares or other equity securities of the Surviving Company shall have been sold to any third party, other than the Sponsor, pursuant to the PIPE Investment or, (B) if no Surviving Company Class A Ordinary Shares or other equity securities of the Surviving Company shall have been sold to any third party, other than the Sponsor, pursuant to the PIPE Investment, on terms mutually agreed by the Sponsor and the Company, which shall in no event be worse in any material respect to the Sponsor than the best terms, including price, that the SPAC and the Company mutually agree prior to the Closing Date to offer to any third party, other than Sponsor, to purchase Surviving Company Class A Ordinary Shares or other equity securities of the Surviving Company in connection with a potential PIPE Investment.
On September 13, 2023, the Sponsor, SPAC, the Company and Holdings entered into a letter agreement pursuant to which, among other things, the parties agreed that following the consummation of the Mergers and the closing of the transactions contemplated by the Business Combination Agreement, the greater of (i) the sum of (1) the balance of Trust Fund following the exercise of Redemption Rights on September 8, 2023 (which, for the avoidance of doubt, shall not include any reversal of Redemption Rights after September 8, 2023), and (2) US$1.0 million funded by the Surviving Company, and (ii) the balance of Trust Fund following the exercise of Redemption Rights as of the Closing minus the reversal of Redemption Rights effected by the Buyer (as defined in that certain Backstop Agreement), shall be used for the payment of the SPAC Transaction Expenses (including any promissory note extended by the Sponsor to SPAC) (such greater amount, the “Closing Trust Amount”). As a result, each of the SPAC, Holdings, the Company, Merger Sub and the Sponsor agreed that the Overage Amount, as previously defined in Section 9.03 of the Business Combination Agreement, shall now mean the excess of (1) SPAC Transaction Expenses, over (2) the combined proceeds from (x) the Closing Trust Amount, plus (y) the gross proceeds raised from the portion of the PIPE Investment that was procured through the efforts led by the SPAC, its Affiliates and/or Representative. The Overage Amount shall be borne and paid by the Sponsor, in exchange for such number of Surviving Company Class A Ordinary Shares equal to the quotient obtained by dividing (1) the Overage Amount, by (2) US$10.0, in each case, pursuant to the terms and conditions of a subscription agreement consistent with the terms of the subscription agreements entered into pursuant to the Private Placement. It is expected that the Sponsor would purchase approximately 633,643 Class A ordinary shares of the Surviving Company pursuant thereto.
The foregoing descriptions of the Letter Agreement, and the transactions contemplated thereby are only summaries and do not purport to be complete, and are qualified in their entirety by reference to the full text of the Letter Agreement, a copy of the form of which is attached to this Current Report on Form 8-K as Exhibit 10.3 and incorporated herein by reference.
Release of Lock-up and Transfer Restrictions
On September 12, 2023, Holdings, SPAC and the Company entered into certain irrevocable waiver to release, on a pro rata basis, 2,874,556 Holdings Class A ordinary shares to be issued to existing shareholders of the Company from the lock-up and transfer restrictions set forth under Section 2.1 (b) of certain Shareholder Support Agreements to satisfy the initial listing requirements of the Nasdaq Capital Market.
The foregoing descriptions of the irrevocable waiver, and the transactions contemplated thereby are only summaries and do not purport to be complete, and are qualified in their entirety by reference to the full text of the irrevocable waiver, a copy of the form of which is attached to this Current Report on Form 8-K as Exhibit 10.4 and incorporated herein by reference.
Item 5.02 |
Compensatory Arrangements of Certain Officers. |
Cheche Group Inc. 2023 Equity Incentive Plan
On September 12, 2023, at an Extraordinary General Meeting (the “Extraordinary General Meeting”), shareholders of Prime Impact approved by ordinary resolution and adopted the HoldCo’s 2023 Equity Incentive Plan (the “Incentive Plan”). A summary of the Incentive Plan is included in the HoldCo’s definitive proxy statement/prospectus for the Extraordinary General Meeting filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 31, 2023 and as further supplemented by the Supplement No. 1 filed on September 1, 2023 (collectively, the “Definitive Proxy”) and is incorporated herein by reference, which summary is qualified in all respects by the full text of the Incentive Plan, which is attached as Annex D to the Definitive Proxy.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the Extraordinary General Meeting, 10,764,455 Class A and Class B Ordinary Shares of Prime Impact, which represented 84.48% of the ordinary shares outstanding and entitled to vote as of the record date for the Extraordinary General Meeting of August 1, 2023, were represented in person or by proxy. The final voting results for each matter submitted to a vote of the Prime Impact shareholders at the Extraordinary General Meeting are set forth below.
|
1. |
Approval of the Business Combination Proposals |
Prime Impact shareholders approved by ordinary resolution (i) the Business Combination Agreement, (ii) that on the Closing Date (as defined in the Business Combination Agreement), subject to approval by special resolution, Prime Impact will merge with and into HoldCo (the “Initial Merger”), with HoldCo surviving the Initial as a publicly traded entity (the time at which the Initial Merger becomes effective, the “Initial Merger Effective Time”) and becoming the sole owner of Merger Sub (the “Initial Merger Proposal,” and together with the Business Combination Agreement Proposal, the “Business Combination Proposals”). On the Closing Date and immediately following the Initial Merger Effective Time, subject to approval by special resolution, Merger Sub will merge with and into CCT (the “Acquisition Merger” and, together with the Initial Merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with CCT surviving the Acquisition Merger as a wholly owned subsidiary of HoldCo. A copy of the Business Combination Agreement is attached as Annex A to the Definitive Proxy and as Exhibit 2.1 to Prime Impact’s Current Report on Form 8-K filed with the SEC on January 30, 2023. The voting results with respect to the Business Combination Proposals were as follows:
|
|
|
|
|
|
|
|
|
Votes For |
|
|
|
Votes Against |
|
|
|
Abstentions |
10,367,834 |
|
|
|
396,621 |
|
|
|
0 |
|
2. |
Approval of the Governance Proposal |
Prime Impact shareholders approved by special resolution the proposed amended and restated memorandum and articles of association of HoldCo (the “Proposed HoldCo Organizational Documents”) which, if approved, would take effect at the Initial Merger Effective Time (such proposal, the “Governance Proposal”). Copies of the Proposed HoldCo Organizational Documents are attached as Annex B to the Definitive Proxy. The voting results with respect to the Governance Proposal were as follows:
|
|
|
|
|
|
|
|
|
Votes For |
|
|
|
Votes Against |
|
|
|
Abstentions |
10,367,834 |
|
|
|
396,621 |
|
|
|
0 |
|
3. |
Approval of the Advisory Organizational Documents Proposals |
Prime Impact shareholders approved by ordinary resolution to consider and vote upon three separate proposals to approve, on a non-binding advisory basis, by ordinary resolution, material differences between Prime Impact’s Amended and Restated Memorandum and Articles of Association and the Proposed HoldCo Organizational Documents, which are being presented separately in accordance with U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions (collectively, the “Advisory Organizational Documents Proposals”). The voting results with respect to the Advisory Organizational Documents Proposals were as follows:
|
|
|
|
|
|
|
|
|
Votes For |
|
|
|
Votes Against |
|
|
|
Abstentions |
10,367,834 |
|
|
|
396,621 |
|
|
|
0 |
|
4. |
Approval of the Nasdaq Proposal |
Prime Impact shareholders approved by ordinary resolution to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market, the issuance of up to an aggregate of 79,198,432 Class A Ordinary Shares, par value $0.00001 per share, and 18,596,504 Class B Ordinary Shares, par value $0.00001 per share, of HoldCo in connection with the Initial Merger and the Acquisition Merger (the “Nasdaq Proposal”). The voting results with respect to Nasdaq Proposal were as follows:
|
|
|
|
|
|
|
|
|
Votes For |
|
|
|
Votes Against |
|
|
|
Abstentions |
10,367,834 |
|
|
|
396,621 |
|
|
|
0 |
|
5. |
Approval of the Share Incentive Plan Proposal |
Prime Impact shareholders approved by ordinary resolution the HoldCo’s 2023 Equity Incentive Plan (the “Incentive Plan Proposal”). The voting results with respect to the Incentive Plan Proposal were as follows:
|
|
|
|
|
|
|
|
|
Votes For |
|
|
|
Votes Against |
|
|
|
Abstentions |
10,367,834 |
|
|
|
396,621 |
|
|
|
0 |
|
6. |
Approval of the Adjournment Proposal |
Prime Impact shareholders approved by ordinary resolution the adjournment of the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposals, the Governance Proposal, the Advisory Organizational Documents Proposals, the Nasdaq Proposal or the Share Incentive Plan Proposal (the “Adjournment Proposal”). The voting results with respect to the Adjournment Proposal were as follows:
|
|
|
|
|
|
|
|
|
Votes For |
|
|
|
Votes Against |
|
|
|
Abstentions |
10,367,834 |
|
|
|
396,621 |
|
|
|
0 |
Forward Looking Statements
The information referred to herein includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements also include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the estimated implied enterprise value of the combined entity (the “Combined Company”) pursuant to the transactions contemplated by the Business Combination Agreement (the “Proposed Transaction”), the Company’s ability to scale and grow its business, the advantages and expected growth of the Combined Company, the Combined Company’s ability to source and retain talent, the cash position of the Combined Company following closing of the Proposed Transaction, the SPAC’s and the Company’s ability to consummate the Proposed Transaction, and expectations related to the terms and timing of the Proposed Transaction, as applicable. These statements are based on various assumptions, whether or not identified in the information referred to herein, and on the current expectations of the SPAC’s and the Company’s management and are not predictions of actual performance.
These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Although each of the SPAC and the Company believes that it has a reasonable basis for each forward-looking statement contained in the information referred to herein, each of the SPAC and the Company cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus included in the registration statement relating to the Proposed Transaction, which is expected to be filed by the Combined Company with the Securities and Exchange Commission (the “SEC”) and other documents filed by the Combined Company or the SPAC from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Neither the SPAC nor the Company can assure you that the forward-looking statements in the information referred to herein will prove to be accurate.