The Termination Agreement contains mutual releases by all parties thereto, for all claims known and unknown, relating and arising out of, or relating to, among other things, the Business Combination Agreement, the ancillary documents to the Business Combination Agreement or the transactions contemplated by the Business Combination Agreement, subject to certain exceptions with respect to claims for that cannot be waived by law, the parties obligations under the Termination Agreement and commercial transactions unrelated to the Business Combination Agreement.
The foregoing description of the Business Combination Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Business Combination Agreement which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) by VIH on August 2, 2021, and the Termination Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Following, or concurrently with, the execution of the Termination Agreement, FinAccel and certain of its subsidiaries plan to enter into various financing facilities, including, without limitation, with one or more affiliates of Victory Park Capital Advisors, LLC and other investors who held positions in VIH, to fund working capital of and future acquisitions by FinAccel and its subsidiaries.
Pursuant to VIH’s amended and restated memorandum and articles of association, VIH has until March 4, 2023 to complete an initial business combination. If VIH is unable to complete an initial business combination by such date, VIH will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of VIH’s remaining shareholders and VIH’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to VIH’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to VIH’s warrants, which will expire if VIH fails to complete its initial business combination within the 24-month time period.
| Item 7.01. |
Regulation FD Disclosure. |
On March 14, 2022, VIH issued a press release announcing the termination of the Business Combination Agreement. A copy of the press release is attached as Exhibit 99.1 hereto. Notwithstanding the foregoing. information contained on the websites of VIH, FinAccel or any of their affiliates referenced in Exhibit 99.1 or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this Current Report.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of VIH under the Securities Act of 1933, as amended, or the Exchange Act.
