Current Report Filing (8-k)
2022年6月17日 - 5:29AM
Edgar (US Regulatory)
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2022-06-16
2022-06-16
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2022-06-16
2022-06-16
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2022-06-16
2022-06-16
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PGRW:WarrantsEachExercisableForOneShareClassCommonStockFor11.50PerShareMember
2022-06-16
2022-06-16
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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):
June 16, 2022
Progress Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware |
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001-40027 |
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85-3303412 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
10 Winthrop Square, Penthouse
Boston, MA 02110
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (617) 401-2700
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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant |
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PGRWU |
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The Nasdaq Stock Market LLC |
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Class A Common Stock, par value $0.0001 per share |
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PGRW |
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The Nasdaq Stock Market LLC |
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Warrants, each exercisable for one share Class A Common Stock for $11.50 per share |
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PGRWW |
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The Nasdaq Stock Market LLC |
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 June 16, 2022, Progress
Acquisition Corp. (the “Company”) issued a promissory note (the “Note”) in the principal amount
of up to $300,000 to Progress Capital I, LLC (the “Sponsor”). The Note was issued in connection with advances the Sponsor
has made, and may make in the future, to the Company for working capital expenses. The Note bears no interest and is due and payable upon
the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding
up of the Company is effective. At the election of the Sponsor, all or a portion of the unpaid principal amount of the Note may be converted
into the number of warrants, at a price of $1.00 per warrant (the “Conversion Warrants”). The Conversion Warrants are
identical to the warrants issued by the Company to the Sponsor in a private placement in connection with the Company’s initial public
offering. The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note.
The issuance of the Note was
made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description
is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in
Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and 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.
Dated: June 16, 2022
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PROGRESS ACQUISITION CORP. |
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By: |
/s/ David Arslanian |
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Name: |
David Arslanian |
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Title: |
President and Chief Executive Officer |
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