UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On August 23, 2021, D8 Holdings Corp. (the “Company”) issued a convertible promissory note (the “Bright Insight Note”) in the principal amount of $598,650 to Bright Insight Holdings Limited (the “Bright Insight”) and a convertible promissory note (the “Cadin Note” and together with the Bright Insight Note, the “Notes”) in the principal amount of $901,350 to Cadin Limited (“Cadin”).
The Notes do not bear interest and are repayable in full on the earlier of (i) July 17, 2022 and (ii) the effective date of the Company’s initial business combination (a “Business Combination”) (such earlier date, the “Maturity Date”). Bright Insight and Cadin will each have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under their respective Note into warrants to purchase Class A ordinary shares of the Company (“Ordinary Shares”) at a conversion price equal to $1.00 per warrant (the “Warrants”) The terms of the Warrants will be identical to the terms of warrants issued to D8 Sponsor LLC in the private placement that took place simultaneously with the Company’s initial public offering, provided, however, that the Warrants shall not be subject to forfeiture in connection with the Business Combination. Any outstanding principal amount under the Notes may be prepaid at any time by the Company, at its election and without penalty; provided, however, that Bright Insight and Cadin shall each have a right to first convert such principal balance upon notice of such payment. The Notes are subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Notes and all other sums payable with regard to the Notes becoming immediately due and payable.
The Notes were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The Bright Insight Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Cadin Note is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Notes.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description of Exhibits | |
| 10.1 | Promissory Note, dated August 23, 2021, issued by D8 Holdings Corp. to Bright Insight Holdings Limited. | |
| 10.2 | Promissory Note, dated August 23, 2021, issued by D8 Holdings Corp. to Cadin Limited. |
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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.
| D8 Holdings Corp. |
| Date: August 24, 2021 | By: | /s/ David Chu |
| Name: | David Chu | |
| Title: | Chief Executive Officer |
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