RE: TM118 Feb 2025 20:20
Talk about free beeeeeeessssss
1m shares at $10/share
On February 8, 2024, Sizzle, Pubco and the Sponsor entered into separate subscription agreements (each, a “Subscription Agreement”) with three accredited investors named therein which are funds affiliated with each other (each, a “PIPE Investor”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase from Pubco, and Pubco agreed to issue and sell to the PIPE Investors, an aggregate of 1,000,000 Pubco Ordinary Shares for a purchase price of $10.00 per share, resulting in an aggregate purchase price of $10 million for all three PIPE Investors, subject to offsets for purchases of Public Shares, all on the terms and subject to the conditions set forth therein (the “PIPE Financing”);
Freebies, 2m Sizzle shares, another 1m Pubco(crml), plus 1m $10 warrants that earn x3 Pubco shares(crml)..
• Pursuant to the Subscription Agreements, in connection with the PIPE Financing and prior to the Closing, the Sponsor will transfer, for no additional consideration, 2,049,000 shares of Sizzle common stock held by it as founder shares to the PIPE Investors. In addition, upon the Closing, Pubco will issue, for no additional consideration, to the PIPE Investors (i) an aggregate of 1,000,000 Pubco Ordinary Shares, (ii) warrants (the “Warrants”) to purchase up to an aggregate of 1,000,000 Pubco Ordinary Shares, at an exercise price of $10.00 per share (subject to adjustment, including full ratchet anti-dilution protection), expiring on the first anniversary of the Closing, and (iii) an aggregate of 3,000,000 Pubco Ordinary Shares (the “Additional Shares”) that will be subject to transfer restrictions but will be released to the PIPE Investors at a rate of three Additional Shares for each Pubco Ordinary Share that the PIPE Investor purchases upon exercise of such PIPE Investors’ Warrants, and which will otherwise be forfeited with respect to any portion of the Warrant that remains unexercised upon the expiration of the Warrants;
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