Delaware
|
001-41104
|
86-2707040
|
||
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
☐ |
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant
|
PACI.U
|
NYSE
|
||
Class A common stock included as part of the units
|
PACI
|
NYSE
|
||
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
|
PACI.WS
|
NYSE
|
•
|
an Underwriting Agreement, dated November 30, 2021, by and among the Company and BofA Securities, Inc., a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference;
|
•
|
a Private Placement Warrants Purchase Agreement, dated November 30, 2021, between the Company and PROOF Acquisition Sponsor I, LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and
incorporated herein by reference, pursuant to which the Sponsor purchased an aggregate of 14,076,000, each exercisable to purchase one Class A Share at $11.50 per share, at a price of $1.00 per warrant (the “Private Placement Warrants”);
|
•
|
a Warrant Agreement, dated November 30, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), a copy of which is attached as Exhibit 4.1
hereto and incorporated herein by reference, which sets forth the expiration and exercise price of and procedure for exercising the warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and
cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement;
|
•
|
an Investment Management Trust Agreement, dated November 30, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and
incorporated herein by reference, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee;
the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement;
|
•
|
a Registration and Stockholder Rights Agreement, dated November 30, 2021, among the Company, the Sponsor and certain equityholders of the Company (collectively, the “Holders”) , a copy of which is attached as
Exhibit 10.3 hereto and incorporated herein by reference, which provides for customary demand and piggy-back registration rights for the Holders, as well as certain transfer restrictions applicable to the Holders with respect to the
Company’s securities;
|
•
|
a Letter Agreement, dated November 30, 2021, among the Company, the Sponsor and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by
reference, pursuant to which the Sponsor and each officer and director of the Company has agreed to vote any Class A Share held by him or her in favor of the Company’s initial business combination; to facilitate the liquidation and winding
up of the Company if an initial business combination is not consummated within the time period set forth in the charter; to certain transfer restrictions with respect to the Company’s securities; and to certain indemnification obligations
of the Sponsor; and pursuant to which the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor;
|
•
|
an Administrative Services Agreement, dated November 30, 2021, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference, pursuant to
which the Sponsor has agreed to make available office space, secretarial and administrative services, as may be required by the Company from time to time, for $10,000 per month until the Company’s initial business combination or
liquidation; and
|
•
|
Indemnity Agreements, each dated November 30, 2021, by and between the Company and each of the directors and officers of the Company, the form of which is attached as Exhibit 10.7 hereto and incorporated
herein by reference.
|
Underwriting Agreement among the Company and BofA Securities, Inc.
|
|
Amended and Restated Certificate of Incorporation.
|
|
Amended and Restated Bylaws.
|
|
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.
|
|
Private Placement Warrants Purchase Agreement between the Company and the Sponsor.
|
|
Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.
|
|
Registration and Stockholder Rights Agreement among the Company, the Sponsor and certain equityholders of the Company.
|
|
Letter Agreement among the Company and the Sponsor and the officers and directors of the Company.
|
|
Administrative Services Agreement between the Company and the Sponsor.
|
|
Form of Subscription Agreement, dated October 14, 2021, among the Company, the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc (form of agreement incorporated by reference from
Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-261015)).
|
|
Form of Indemnity Agreement (incorporated by reference from Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-261015)).
|
PROOF ACQUISITION CORP I
|
||
BY:
|
/s/ Michael W. Zarlenga |
|
Name: Michael W. Zarlenga
|
||
Title: General Counsel and Corporate Secretary
|