Current Report Filing (8-k)
14 Março 2022 - 06:03PM
Edgar (US Regulatory)
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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): March 14, 2022 (
March 11, 2022)
FirstMark Horizon Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39585 |
|
85-2547650 |
(State
or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(I.R.S.
Employer
Identification No.) |
100 5th Ave,
3rd Floor
New York,
NY |
|
10011 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(212)
792-2200
(Registrant’s telephone number, including area code)
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:
|
|
Trading
Symbol(s)
|
|
Name
of each exchange
on which registered
|
Units, each consisting of one share of Class A common stock and
one-third of one redeemable warrant |
|
FMAC.U |
|
New York Stock Exchange |
Class A common stock, par value $0.0001 per
share |
|
FMAC |
|
New York Stock Exchange |
Redeemable warrants, each whole warrant exercisable for one share
of Class A common stock at an exercise price of
$11.50 |
|
FMAC WS |
|
New York Stock Exchange |
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
March 11, 2022, FirstMark Horizon Acquisition Corp. (the
“Company”) and
Credit Suisse Securities (USA) LLC (“Credit Suisse”), entered into
an amendment letter (the “Amendment Letter”) whereby the
Company and Credit Suisse agreed to amend certain terms of the
underwriting agreement between the Company and Credit Suisse, as
representative of the several underwriters thereunder, dated
October 5, 2020, and filed with the Securities and Exchange
Commission (the “SEC”) on a Current Report on
Form 8-K on October 8, 2020 (the “Underwriting Agreement”).
Pursuant to the Amendment Letter, the Company and Credit Suisse
agreed that (i) Credit Suisse will reduce the Deferred Discount (as
defined in the Underwriting Agreement) payable to it by the Company
from $14,490,000 to $9,990,000 under the same terms of the
Underwriting Agreement, and such payment will satisfy in full the
Company’s obligation to pay the Deferred Discount under the
Underwriting Agreement, and (ii) in the Company’s sole and
exclusive discretion, up to $4,500,000 of the previously allocated
Deferred Discount may be allocated by the Company to one or more
FINRA members, including certain of the underwriters and/or their
affiliates, that assist the Company in connection with its initial
business combination or following the consummation thereof. Except
as set forth above, the terms of the Underwriting Agreement remain
unchanged and in full force and effect as a result of the Amendment
Letter.
On March
14, 2022, and in connection with the Company’s entry into the
Amendment Letter, the Company and Continental Stock Transfer &
Trust Company (“CST”) entered into an amendment
to that certain Investment Management Trust Agreement between the
Company and CST, dated October 5, 2020, and filed with the SEC on a
Current Report on Form 8-K on October 8, 2020 (the “IMTA”), to revise the
definition of “Deferred Discount” in the IMTA as set forth in the
preceding paragraph, to reflect the Amendment Letter.
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.
|
FirstMark Horizon Acquisition Corp. |
|
|
|
Date: March 14, 2022
|
|
|
|
|
|
|
By: |
/s/ Amish Jani |
|
Name: |
Amish
Jani |
|
Title: |
President |
2
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