UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
The disclosure set forth below in Item 5.02 of this Current Report on Form 8-K with respect to the director offer letters and the compensation agreements is incorporated by reference in this Item 1.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective June 26, 2022, the board of directors (the “Board”) of E.Merge Technology Acquisition Corp. (the “Company” ) approved an increase in the size of the Board from five (5) directors to seven (7) directors and elected Benjamin Reitzes and Morgan Hermand as members of the Board to fill the vacancies created by the increase. The Board determined that each of Benjamin Reitzes and Morgan Hermand is an “independent director” as defined in the Nasdaq listing standards and applicable rules of the Securities and Exchange Commission.
Benjamin Reitzes, 49, has served as the Chief Executive Officer of BAR Consulting Inc., a financial consulting firm, since March 2022, where he helps leading technology companies optimize growth strategies and position themselves for success, leveraging his operating experience and expertise in capital markets, mergers and acquisitions (“M&A”) and fundraising. From March 2021 to December 2021, he also served as Chief Growth Officer at HumanCo, a leading wellness platform, where he focused on M&A and new ventures. Before HumanCo, Mr. Reitzes spent nearly 6 years as an Investment Banker and Managing Director at Moelis & Company providing strategic advice to clients in the technology advisory business from June 2015 to February 2021. Prior to that, Mr. Reitzes was a top ranked technology Equity Research analyst and Managing Director at Lehman Brothers and Barclays from 2008 to 2015. Mr. Reitzes also served in a similar capacity as a Managing Director in Equity Research at UBS from 2000 to 2008 after its acquisition of PaineWebber, where he was Senior Vice President in Research from 1995-2000. Mr. Reitzes leverages 28 years of distinguished experience in senior M&A, research, and finance roles. Mr. Reitzes received his Bachelor of Science degree with a focus on Economics from Vanderbilt University.
Morgan Hermand, 40, founded Adore Me Inc. (“Adore Me”) in 2010, an e-commerce company, and served as its Chief Executive Officer since then. Prior to founding Adore Me, Mr. Hermand spent three years working at McKinsey & Company across Asia and Europe from 2005 to 2008. Mr. Hermand received his Master of Science in Mathematics and Computer Science from Mines ParisTech in 2005 and received his Master of Business Administration from Harvard Business School in 2010.
Other than as disclosed herein, there are no arrangements or understandings between Messrs. Reitzes and Hermand, and any other person pursuant to which Messrs. Reitzes and Hermand were selected as directors of the Company. There are no family relationships between Messrs. Reitzes and Hermand and any of the Company’s other directors or executive officers, or persons nominated or chosen by the Company to become an executive officer or director of the Company.
Other than as disclosed herein, there are no transactions between the Company and Messrs. Reitzes and Hermand that are subject to disclosure under Item 404(a) of Regulation S-K.
Pursuant to certain director offer letters (the “Director Offer Letters”) and compensation agreements (the “Compensation Agreements”) entered into among the Company, E.Merge Technology Sponsor LLC (the “Sponsor”) and each of Messrs. Reitzes and Hermand, dated May 1, 2022 and June 22, 2022, respectively, the Company agreed to grant each of Mr. Reitzes and Mr. Hermand 12,500 shares of the Company’s Class A common stock contingent upon the closing of the Company’s initial business combination (the “Equity Grant”) and shall use commercially reasonable efforts to file a registration statement covering the shares of Class A common stock included in the Equity Grant within fifteen (15) business days and cause it to be declared effective within 60 days following the filing deadline. If the Company fails to complete an initial business combination, it would make a one-time guaranteed cash payment of $125,000 to each of Messrs. Reitzes and Hermand immediately prior to the dissolution of the Company (the “Cash Payment”). The Cash Payment was guaranteed by the Sponsor. The foregoing description of the director offer letters and the compensation agreements, is not complete and is subject to and qualified in its entirety by reference to the director offer letters and the compensation agreements, copies of which are filed with this Current Report on Form 8-K, and the terms of which are incorporated by reference herein.
In connection with the appointments, Messrs. Reitzes and Hermand have agreed to become parties to certain letter agreement, dated July 30, 2020, by and among the Company, the Company’s directors and officers, and other certain securities holders (the “Letter Agreement”) and entered into joinders to the Letter Agreement and an indemnity agreement with the Company on June 26, 2022. Notwithstanding, Messrs. Reitzes and Hermand are not subject to certain covenants that restrict their ability to become officers of other special purposes acquisition companies, so that their independence as directors can be enhanced.
| Item 8.01. | Other Events. |
On June 29, 2022, the Company issued a press release announcing the appointment of Messrs. Reitzes and Hermand, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Director Offer Letter, dated June 27, 2022, by and between the Registrant and Benjamin Reitzes. | |
| 10.2 | Director Offer Letter, dated June 27, 2022, by and between the Registrant and Morgan Hermand. | |
| 10.3 | Compensation Agreement, dated May 1, 2022, by and between the Registrant and Benjamin Reitzes. | |
| 10.4 | Compensation Agreement, dated June 22, 2022, by and between the Registrant and Morgan Hermand. | |
| 10.5 | Joinder Insider Letter Agreement, dated June 26, 2022, by and between the Registrant and Benjamin Reitzes and Morgan Hermand | |
| 99.1 | Press Release, dated June 29, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| E.Merge Technology Acquisition Corp. | ||
| By: | /s/ Jeff Clarke | |
| Name: | Jeff Clarke | |
| Title: | Co-Chief Executive Officer and Chief Financial Officer | |
Dated: June 29, 2022
Exhibit 10.1
E.MERGE TECHNOLOGY ACQUISITION CORP.
June 27, 2022
Ben Reitzes
Dear Ben:
I am pleased to offer you the opportunity to serve as a member of the Board of Directors (the “Board”) of E.Merge Technology Acquisition Corp. (the “Company”). For the avoidance of doubt, you will serve on the Board of a publicly-listed Delaware corporation.
As a member of the Board (in such capacity, a “Director”), you will have customary responsibilities, duties and authority associated with such position, including attendance and participation in meetings of the Board in person or by phone or other electronic means in accordance with the policies of the Board as in effect from time to time, and availability for consultation with officers and/or other Directors of the Company and its subsidiaries as necessary. You may also be asked from time to time to serve on a committee of the Board and such service, if accepted by you, shall be considered to fall within the customary responsibilities, duties and authority associated with your position as a Director.
During your tenure as a Director, you shall at all times and for all purposes be acting as an independent contractor and not as an employee of the Company. Accordingly, you shall not be eligible to participate in employee benefit plans provided by the Company or its subsidiaries to employees and the Company shall not, on your account, (i) pay any unemployment tax or other taxes required under the law to be paid with respect to employees or (ii) withhold any monies from any compensation paid to you for income or employment tax purposes. You shall be and remain solely liable for all taxes imposed on compensation paid to you in respect of your service as a Director and you agree to pay all such taxes when due.
The Company’s Board is responsible for overseeing the general management of the Company’s business for the benefit of the company and its stockholders. As has been discussed with you, the Company is a blank check company formed for the purpose of effective a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (such a transaction, the “Initial Business Combination”). While you, as a director, will not be making day-to-day operational decisions – that is management’s job – it is your role to provide direction and oversight of the Company’s strategy (including the consummation of the Initial Business Combination) and business and, by extension, oversee management. Under the Delaware General Corporation Law (the “DGCL”) and related case law, you owe fiduciary duties to the Company and its stockholders, including the duty of care, the duty of loyalty and the duty of disclosure.
The duty of care is one of the most fundamental aspects of being a corporate director. As a member of our Board, you are required to act in good faith, with the care an ordinarily reasonable person would use in the circumstances, and in the best interest of the Company and its stockholders. You have a duty to make deliberate, informed decisions by assuming an active role throughout the entire decision-making process. In carrying out your duty of care, you are expected to educate yourself on the Company’s business, thoroughly review Board and committee materials, actively participate in discussions at Board and/or committee meetings, ask questions of management, contribute to the Board’s record-keeping processes and obtain the advice of financial and legal advisors and other experts where necessary.
The duty of loyalty requires you wear your “director hat” and act in the best interests of the Company and its stockholders at all times. This includes not taking opportunities that arise for yourself before offering them to the Company, and not divulging or using the Company’s confidential information for your own personal gain. You are prohibited from receiving improper personal benefits while serving as a member of our Board, and must avoid situations that would create a conflict of interest or the appearance of a conflict of interest.
In fulfilling your duties of care and loyalty, you are required to disclose all material information to your fellow directors, including facts that could raise a question about your independence in considering a matter and, when stockholder action is sought, to the Company’s stockholders. You are prohibited from misleading stockholders and fellow directors.
As noted above, as a Director, you must refrain from engaging in any activity that creates a conflict of interest or the appearance of a conflict of interest. A conflict of interest occurs when your personal interest interferes with the interests of the Company, and can arise in a variety of situations. If you suspect you have a situation that could give rise to a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it in writing to Chairman of the Board.
In some cases, due to a relationship you have with another person or entity, a transaction that the Company desires to pursue involving that other person or entity may constitute a “related person transaction” under the rules of the Securities and Exchange Commission, or SEC. A related person transaction is generally defined as a transaction, arrangement or relationship, or a series of transactions, arrangements or relationships, since the beginning of the Company’s last completed fiscal year or currently proposed, in which the Company is a participant, the amount involved exceeds $120,000 and in which any “related person” (which includes a director and any member of a director’s immediate family) has a direct or indirect material interest.
In connection with your service as a Director, you could potentially be subject to liability for any breach of your fiduciary duties under Delaware law. In addition, because you will be responsible for signing the Company’s Annual Report on Form 10-K and registration statements, you may also be subject to liability under certain securities laws if the Company’s disclosure is determined to contain material misstatements or omit material information.
2
In consideration for your service as a Director, you will be eligible to receive the Company’s standard compensation package for non-employee Directors. We expect the compensation package will be as follows: (i) you will receive an award of 12,500 shares of Class A common stock of the Company (or of any other security issued upon the conversion, exchange, reclassification, split, reconstitution or similar transaction with respect to such shares) contingent upon, and effective as of, the closing of the Initial Business Combination (the “Equity Grant”), or (ii) should the Company fail to consummate the Initial Business Combination and cease all operations except for the purpose of winding up, a one-time guaranteed cash payment of $125,000. The Company’s non-employee director compensation program and terms will be subject to change from time to time as determined by the Board. Additionally, the Equity Grant may be subject to a lock-up or other customary transfer restrictions consistent with similar terms applicable to securities held by directors, officer or the sponsor of the Company.
You will be reimbursed for all reasonable out-of-pocket expenses incurred in connection with fulfilling your responsibilities as a Director.
By countersigning below, you agree that your service as a Director is subject to customary nomination and election processes and may be terminated at any time without further compensation in accordance with applicable policies and procedures, including as set forth in the Company’s by-laws and other organizational documents. In addition, you will be free to resign from your position as a Director at any time.
As a Director, you will have access to confidential information, the ownership and confidential status of which are highly important to the Company, and you agree to comply with all policies and procedures of the Company for the protection of such confidential information. Without limiting the foregoing, by countersigning a copy of this letter you agree that all confidential or proprietary information regarding the Company, its subsidiaries or its affiliates, including, but not limited to, trade secrets, information, technical data, customer lists, marketing research or plans, pricing strategies, Company data, or any other proprietary information, is and shall continue to be the exclusive property of the Company. You acknowledge and agree that all confidential information is and shall continue to be the exclusive property of the Company, whether or not conceived, discovered or developed, in whole or in part, by you and whether or not disclosed or entrusted to you in connection with your retention by the Company.
Except for disclosure of confidential information to other Directors, employees and consultants of the Company on a “need to know” basis in the course of performing your services as a Director for the Company, you agree not to disclose, use or exploit confidential information at any time during or after retention by the Company unless (i) the Company consents in writing to such use or (ii) the Company or a court of lawful jurisdiction directs otherwise. You agree that any request or attempt to subpoena
3
confidential information shall be reported directly to the Company as soon as possible after receipt. Nothing in this letter shall prohibit or limit your use of information (i) that was known by you previous to you beginning service as a Director (which information shall remain subject to any confidentiality restrictions in effect at the time of your receipt of such information), (ii) that you lawfully obtained from a third party that is not under an obligation to the Company not to disclose such information or (iii) that is or becomes publicly available or generally known in the industry or trade in which the Company operates through no action or omission by you.
We are excited about your proposed service as a non-employee Director and believe that your service will add value to the Company. If you are in agreement with the terms and conditions described in this letter, please sign the enclosed copy and return it to our offices.
| Sincerely, |
| /s/ Jeff Clarke |
| Jeff Clarke |
[Countersignature Page Follows]
4
I accept the terms and conditions set forth above.
Dated this 27 day of June, 2022.
| By: |
/s/ Ben Reitzes | |
| Ben Reitzes |
5
Exhibit 10.2
E.MERGE TECHNOLOGY ACQUISITION CORP.
June 27, 2022
Morgan Hermand
Dear Morgan:
I am pleased to offer you the opportunity to serve as a member of the Board of Directors (the “Board”) of E.Merge Technology Acquisition Corp. (the “Company”). For the avoidance of doubt, you will serve on the Board of a publicly-listed Delaware corporation.
As a member of the Board (in such capacity, a “Director”), you will have customary responsibilities, duties and authority associated with such position, including attendance and participation in meetings of the Board in person or by phone or other electronic means in accordance with the policies of the Board as in effect from time to time, and availability for consultation with officers and/or other Directors of the Company and its subsidiaries as necessary. You may also be asked from time to time to serve on a committee of the Board and such service, if accepted by you, shall be considered to fall within the customary responsibilities, duties and authority associated with your position as a Director.
During your tenure as a Director, you shall at all times and for all purposes be acting as an independent contractor and not as an employee of the Company. Accordingly, you shall not be eligible to participate in employee benefit plans provided by the Company or its subsidiaries to employees and the Company shall not, on your account, (i) pay any unemployment tax or other taxes required under the law to be paid with respect to employees or (ii) withhold any monies from any compensation paid to you for income or employment tax purposes. You shall be and remain solely liable for all taxes imposed on compensation paid to you in respect of your service as a Director and you agree to pay all such taxes when due.
The Company’s Board is responsible for overseeing the general management of the Company’s business for the benefit of the company and its stockholders. As has been discussed with you, the Company is a blank check company formed for the purpose of effective a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (such a transaction, the “Initial Business Combination”). While you, as a director, will not be making day-to-day operational decisions – that is management’s job – it is your role to provide direction and oversight of the Company’s strategy (including the consummation of the Initial Business Combination) and business and, by extension, oversee management. Under the Delaware General Corporation Law (the “DGCL”) and related case law, you owe fiduciary duties to the Company and its stockholders, including the duty of care, the duty of loyalty and the duty of disclosure.
1
The duty of care is one of the most fundamental aspects of being a corporate director. As a member of our Board, you are required to act in good faith, with the care an ordinarily reasonable person would use in the circumstances, and in the best interest of the Company and its stockholders. You have a duty to make deliberate, informed decisions by assuming an active role throughout the entire decision-making process. In carrying out your duty of care, you are expected to educate yourself on the Company’s business, thoroughly review Board and committee materials, actively participate in discussions at Board and/or committee meetings, ask questions of management, contribute to the Board’s record-keeping processes and obtain the advice of financial and legal advisors and other experts where necessary.
The duty of loyalty requires you wear your “director hat” and act in the best interests of the Company and its stockholders at all times. This includes not taking opportunities that arise for yourself before offering them to the Company, and not divulging or using the Company’s confidential information for your own personal gain. You are prohibited from receiving improper personal benefits while serving as a member of our Board, and must avoid situations that would create a conflict of interest or the appearance of a conflict of interest.
In fulfilling your duties of care and loyalty, you are required to disclose all material information to your fellow directors, including facts that could raise a question about your independence in considering a matter and, when stockholder action is sought, to the Company’s stockholders. You are prohibited from misleading stockholders and fellow directors.
As noted above, as a Director, you must refrain from engaging in any activity that creates a conflict of interest or the appearance of a conflict of interest. A conflict of interest occurs when your personal interest interferes with the interests of the Company, and can arise in a variety of situations. If you suspect you have a situation that could give rise to a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it in writing to Chairman of the Board.
In some cases, due to a relationship you have with another person or entity, a transaction that the Company desires to pursue involving that other person or entity may constitute a “related person transaction” under the rules of the Securities and Exchange Commission, or SEC. A related person transaction is generally defined as a transaction, arrangement or relationship, or a series of transactions, arrangements or relationships, since the beginning of the Company’s last completed fiscal year or currently proposed, in which the Company is a participant, the amount involved exceeds $120,000 and in which any “related person” (which includes a director and any member of a director’s immediate family) has a direct or indirect material interest.
In connection with your service as a Director, you could potentially be subject to liability for any breach of your fiduciary duties under Delaware law. In addition, because you will be responsible for signing the Company’s Annual Report on Form 10-K and registration statements, you may also be subject to liability under certain securities laws if the Company’s disclosure is determined to contain material misstatements or omit material information.
2
In consideration for your service as a Director, you will be eligible to receive the Company’s standard compensation package for non-employee Directors. We expect the compensation package will be as follows: (i) you will receive an award of 12,500 shares of Class A common stock of the Company (or of any other security issued upon the conversion, exchange, reclassification, split, reconstitution or similar transaction with respect to such shares) contingent upon, and effective as of, the closing of the Initial Business Combination (the “Equity Grant”), or (ii) should the Company fail to consummate the Initial Business Combination and cease all operations except for the purpose of winding up, a one-time guaranteed cash payment of $125,000. The Company’s non-employee director compensation program and terms will be subject to change from time to time as determined by the Board. Additionally, the Equity Grant may be subject to a lock-up or other customary transfer restrictions consistent with similar terms applicable to securities held by directors, officer or the sponsor of the Company.
You will be reimbursed for all reasonable out-of-pocket expenses incurred in connection with fulfilling your responsibilities as a Director.
By countersigning below, you agree that your service as a Director is subject to customary nomination and election processes and may be terminated at any time without further compensation in accordance with applicable policies and procedures, including as set forth in the Company’s by-laws and other organizational documents. In addition, you will be free to resign from your position as a Director at any time.
As a Director, you will have access to confidential information, the ownership and confidential status of which are highly important to the Company, and you agree to comply with all policies and procedures of the Company for the protection of such confidential information. Without limiting the foregoing, by countersigning a copy of this letter you agree that all confidential or proprietary information regarding the Company, its subsidiaries or its affiliates, including, but not limited to, trade secrets, information, technical data, customer lists, marketing research or plans, pricing strategies, Company data, or any other proprietary information, is and shall continue to be the exclusive property of the Company. You acknowledge and agree that all confidential information is and shall continue to be the exclusive property of the Company, whether or not conceived, discovered or developed, in whole or in part, by you and whether or not disclosed or entrusted to you in connection with your retention by the Company.
Except for disclosure of confidential information to other Directors, employees and consultants of the Company on a “need to know” basis in the course of performing your services as a Director for the Company, you agree not to disclose, use or exploit confidential information at any time during or after retention by the Company unless (i) the Company consents in writing to such use or (ii) the Company or a court of lawful jurisdiction directs otherwise. You agree that any request or attempt to subpoena
3
confidential information shall be reported directly to the Company as soon as possible after receipt. Nothing in this letter shall prohibit or limit your use of information (i) that was known by you previous to you beginning service as a Director (which information shall remain subject to any confidentiality restrictions in effect at the time of your receipt of such information), (ii) that you lawfully obtained from a third party that is not under an obligation to the Company not to disclose such information or (iii) that is or becomes publicly available or generally known in the industry or trade in which the Company operates through no action or omission by you.
We are excited about your proposed service as a non-employee Director and believe that your service will add value to the Company. If you are in agreement with the terms and conditions described in this letter, please sign the enclosed copy and return it to our offices.
| Sincerely, |
| /s/ Jeff Clarke |
| Jeff Clarke |
[Countersignature Page Follows]
4
| I accept the terms and conditions set forth above. | ||
| Dated this 27 day of June, 2022. | ||
| By: | /s/ Morgan Hermand | |
| Morgan Hermand | ||
5
Exhibit 10.3
Confidential
E.MERGE TECHNOLOGY ACQUISITION CORP.
INDEPENDENT DIRECTOR
COMPENSATION AGREEMENT
June 22, 2022
This Independent Director Compensation Agreement (the “Agreement”), dated as of the date first noted above, is made by and between E.Merge Technology Acquisition Corp, a Delaware corporation (the “Company”), E.Merge Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”) with respect to Section 2 hereof only, and Ben Reitzes, an individual (the “Independent Director”).
RECITALS
WHEREAS, the Company is a public blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (such transaction, a “Business Combination”);
WHEREAS, the Board of Directors of the Company (the “Board”) believes that it is of paramount importance to the effective corporate governance of the Company and its ability to maximize value through the Business Combination to attract qualified and competent independent members of the Board;
WHEREAS, the Independent Director has agreed to serve as an independent member of the Board, in consideration for the payment obligations contained in this agreement; and
WHEREAS, in order to ensure compliance with this Agreement in all circumstances, the Sponsor wishes to provide a guarantee of the payment obligations of the Company under this Agreement in case the Company is dissolved, liquidated or no longer has the financial resources to pay the Independent Director’s compensation.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the Independent Director’s agreement to serve on the Board of the Company, the Company, the Independent Director and the Sponsor, intending to be legally bound, hereby agree as follows:
| 1. | Compensation. |
| a. | In the event that the Company consummates its Business Combination, the Company will issue to the Independent Director a one-time award of 12,500 shares of Class A common stock of the Company (or of any other security issued upon the conversion, exchange reclassification, split, reconstruction or similar transaction consummated as part of the Business Combination with respect to such shares), provided that the Independent Director continues to serve on the board of the Company until the Closing of such Business Combination (the “Equity Grant”). The Company shall use its commercially reasonable efforts to file, as soon as practicable, but not later than fifteen (15) business days after the closing of its Business Combination, a registration statement covering the issuance of shares of the Company, including those constituting the Equity Grant, and shall use reasonable best efforts to cause such registration statement to be declared effective as promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) days following the filing deadline, and the Equity Grant shall be issued promptly following the effectiveness of such registration statement. If no applicable registration statement is in effect |
| within 75 days following the closing of its Business Combination, then the Company will immediately issue the Equity Grant to the Independent Director in a private placement and the Company shall use its commercially reasonable efforts to include the shares constituting the Equity Grant in a registration statement covering the resale of its securities on an eligible stock market in the U.S. promptly following the issuance of the Equity Grant. |
| b. | In the event that the Company does not consummate its Business Combination, and the Company begins the process of dissolution and/or liquidation, the Company will pay the Independent Director a one-time cash payment of $125,000 immediately prior to the dissolution of the Company, provided that the Independent Director serves on the board of the Company at such time (the “Cash Payment”). |
| c. | Assuming the terms and conditions listed above are met, the Independent Director shall be paid either the Equity Grant or the Cash Payment, above, but not both, under any circumstances. |
| 2. | Sponsor Guarantee. Should the Independent Director earn the compensation listed in Section 1.b. above but the Company does not for any reason make the full Cash Payment to the Independent Director due thereunder prior to the date the Company liquidates, the Sponsor hereby agrees to pay to the Independent Director, on behalf of the Company, such portion of the Cash Payment which remains unpaid as necessary to ensure that the full Cash Payment is made to the Independent Director in accordance with the terms of this Agreement. |
| 3. | Waiver against Trust. The Independent Director acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Independent Director further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated July 30, 2020 (the “Prospectus”) available at www.sec.gov (File No. 333-239836), substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public stockholders and the underwriters of Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Company’s Prospectus. For and in consideration of the Company entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Independent Director hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between the Company or its affiliates, on the one hand, and the Independent Director, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability and irrevocably agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Agreement. To the extent Independent Director commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Company or its affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its affiliates, the Independent Director hereby acknowledges and agrees that the Independent Director’s sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Independent Director (or any person claiming on any of their behalves or in lieu of any of the Independent Director) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein and in the event of any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its affiliates, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) in violation of this Agreement, Company shall be entitled to recover from the Independent |
| Director and its affiliates, the associated legal fees and costs in connection with any such action, in the event Company or its affiliates, as applicable, prevails in such action or proceeding. Notwithstanding anything else in this Section 3 to the contrary, nothing herein shall be deemed to limit the Independent Director’s or its affiliates’ right, title, interest or claim to the Trust Account by virtue of the Independent Director’s record or beneficial ownership of any equity securities of the Company acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of Company. |
| 4. | Miscellaneous. |
| a. | The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict. |
| b. | No supplement, modification, termination, waiver, restatement or amendment of this Agreement shall be binding unless executed in writing by the Company and the Independent Director. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. |
| c. | This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
| d. | The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. |
| e. | This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The parties hereto irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. |
(Signature Page Follows)
IN WITNESS WHEREOF, the parties hereto have executed this Independent Director Compensation Agreement as of the date first written above.
| COMPANY: |
| E.Merge Technology Acquisition Corp. |
| /s/ Jeff Clarke |
| Signature |
| Jeff Clarke |
|
|
| Print Name |
| Co-CEO, CFO |
|
|
| Print Title |
| INDEPENDENT DIRECTOR: |
| /s/ Ben Reitzes |
| Signature |
| Ben Reitzes |
|
|
| Print Name |
| SPONSOR: |
| E.MERGE TECHNOLOGY SPONSOR LLC |
| /s/ Steve Fletcher |
| Signature |
| Steve Fletcher |
|
|
| Print Name |
| Managing Member |
|
|
| Print Title |
[Signature Page to Independent Director Compensation Agreement]
Exhibit 10.4
Confidential
E.MERGE TECHNOLOGY ACQUISITION CORP.
INDEPENDENT DIRECTOR
COMPENSATION AGREEMENT
June 22, 2022
This Independent Director Compensation Agreement (the “Agreement”), dated as of the date first noted above, is made by and between E.Merge Technology Acquisition Corp, a Delaware corporation (the “Company”), E.Merge Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”) with respect to Section 2 hereof only, and Morgan Hermand, an individual (the “Independent Director”).
RECITALS
WHEREAS, the Company is a public blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (such transaction, a “Business Combination”);
WHEREAS, the Board of Directors of the Company (the “Board”) believes that it is of paramount importance to the effective corporate governance of the Company and its ability to maximize value through the Business Combination to attract qualified and competent independent members of the Board;
WHEREAS, the Independent Director has agreed to serve as an independent member of the Board, in consideration for the payment obligations contained in this agreement; and
WHEREAS, in order to ensure compliance with this Agreement in all circumstances, the Sponsor wishes to provide a guarantee of the payment obligations of the Company under this Agreement in case the Company is dissolved, liquidated or no longer has the financial resources to pay the Independent Director’s compensation.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the Independent Director’s agreement to serve on the Board of the Company, the Company, the Independent Director and the Sponsor, intending to be legally bound, hereby agree as follows:
1. Compensation.
| a. | In the event that the Company consummates its Business Combination, the Company will issue to the Independent Director a one-time award of 12,500 shares of Class A common stock of the Company (or of any other security issued upon the conversion, exchange reclassification, split, reconstruction or similar transaction consummated as part of the Business Combination with respect to such shares), provided that the Independent Director continues to serve on the board of the Company until the Closing of such Business Combination (the “Equity Grant”). The Company shall use its commercially reasonable efforts to file, as soon as practicable, but not later than fifteen (15) business days after the closing of its Business Combination, a registration statement covering the issuance of shares of the Company, including those constituting the Equity Grant, and shall use reasonable best efforts to cause such registration statement to be declared effective as promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) days following the filing deadline, and the Equity Grant shall be issued promptly following the effectiveness of such registration statement. If no applicable registration statement is in effect |
| within 75 days following the closing of its Business Combination, then the Company will immediately issue the Equity Grant to the Independent Director in a private placement and the Company shall use its commercially reasonable efforts to include the shares constituting the Equity Grant in a registration statement covering the resale of its securities on an eligible stock market in the U.S. promptly following the issuance of the Equity Grant. |
| b. | In the event that the Company does not consummate its Business Combination, and the Company begins the process of dissolution and/or liquidation, the Company will pay the Independent Director a one-time cash payment of $125,000 immediately prior to the dissolution of the Company, provided that the Independent Director serves on the board of the Company at such time (the “Cash Payment”). |
| c. | Assuming the terms and conditions listed above are met, the Independent Director shall be paid either the Equity Grant or the Cash Payment, above, but not both, under any circumstances. |
| 2. | Sponsor Guarantee. Should the Independent Director earn the compensation listed in Section 1.b. above but the Company does not for any reason make the full Cash Payment to the Independent Director due thereunder prior to the date the Company liquidates, the Sponsor hereby agrees to pay to the Independent Director, on behalf of the Company, such portion of the Cash Payment which remains unpaid as necessary to ensure that the full Cash Payment is made to the Independent Director in accordance with the terms of this Agreement. |
| 3. | Waiver against Trust. The Independent Director acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Independent Director further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated July 30, 2020 (the “Prospectus”) available at www.sec.gov (File No. 333-239836), substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public stockholders and the underwriters of Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Company’s Prospectus. For and in consideration of the Company entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Independent Director hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between the Company or its affiliates, on the one hand, and the Independent Director, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability and irrevocably agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Agreement. To the extent Independent Director commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Company or its affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its affiliates, the Independent Director hereby acknowledges and agrees that the Independent Director’s sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Independent Director (or any person claiming on any of their behalves or in lieu of any of the Independent Director) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein and in the event of any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its affiliates, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) in violation of this Agreement, Company shall be entitled to recover from the Independent |
| Director and its affiliates, the associated legal fees and costs in connection with any such action, in the event Company or its affiliates, as applicable, prevails in such action or proceeding. Notwithstanding anything else in this Section 3 to the contrary, nothing herein shall be deemed to limit the Independent Director’s or its affiliates’ right, title, interest or claim to the Trust Account by virtue of the Independent Director’s record or beneficial ownership of any equity securities of the Company acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of Company. |
4. Miscellaneous.
| a. | The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict. |
| b. | No supplement, modification, termination, waiver, restatement or amendment of this Agreement shall be binding unless executed in writing by the Company and the Independent Director. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. |
| c. | This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
| d. | The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. |
| e. | This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The parties hereto irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. |
(Signature Page Follows)
IN WITNESS WHEREOF, the parties hereto have executed this Independent Director Compensation Agreement as of the date first written above.
| COMPANY: |
| E.Merge Technology Acquisition Corp. |
| /s/ Jeff Clarke |
| Signature |
| Jeff Clarke |
|
Print Name |
| Co-CEO, CFO |
|
Print Title |
| INDEPENDENT DIRECTOR: |
| /s/ Morgan Hermand |
| Signature |
| Morgan Hermand |
|
Print Name |
| SPONSOR: |
| E.MERGE TECHNOLOGY SPONSOR LLC |
| /s/ Steve Fletcher |
| Signature |
| Steve Fletcher |
|
Print Name |
| Managing Member |
|
Print Title |
[Signature Page to Independent Director Compensation Agreement]
Exhibit 10.5
June 26, 2022
E.Merge Technology Acquisition Corp.
630 Ramona St.
Palo Alto, CA 94301
| Re: | Initial Public Offering |
Ladies and Gentlemen:
This letter (this “Letter Agreement”) is being delivered to you in connection with your appointment as a director of E.Merge Technology Acquisition Corp., a Delaware corporation (the “Company”), in accordance with the Underwriting Agreement entered into by and among the Company, and Cantor Fitzgerald & Co. and Mizuho Securities USA LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 60,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 (File Nos. 333-239836 and 333-240216) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 5 hereof.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the hereby agrees with the Company as follows:
1. The undersigned hereby agrees that in the event that the Company fails to consummate a Business Combination within the timeframe set forth in the Company’s second amended and restated certificate of incorporation, as it may be amended from time to time (the “Charter”), the undersigned shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The undersigned agrees not to propose any amendment to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection with a Business Combination or amendments to the Charter prior thereto or (ii) (A) the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within such time set forth in the Charter or (B) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment 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 and not previously released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.
The undersigned acknowledges that he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares or Private Placement Shares held by him. The undersigned hereby further waives, with respect to any shares of Common Stock held by him, if any, whether acquired now or hereafter, any redemption rights he may have in connection with the consummation of a Business Combination or amendments to the Charter prior thereto, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business
Combination or a stockholder vote to approve an amendment to the Charter to modify (i) (A) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the Charter or (B) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity or (ii) in the context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).
2. The undersigned represents and warrants that he has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. The undersigned’s biographical information furnished to the Company (including any such information included in the Prospectus or Current Report on Form 8-K filed by the Company in connection with the appointment of the undersigned (the “Form 8-K”)) is true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The undersigned’s questionnaire furnished to the Company is true and accurate in all respects. The undersigned represents and warrants that: he is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; he has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding.
3. Except as contemplated in the compensation agreements and director offer letters between the Company and you or as otherwise disclosed in the Prospectus or the Form 8-K, neither any of the Insiders nor affiliate of the Insiders, shall receive any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).
4. The undersigned has full right and power, without violating any agreement to which he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors or an advisor of the Company and hereby consents to being named in the Prospectus or the Form 8-K as an officer and/or director of the Company.
5. As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Founder Shares” shall mean (a) the 15,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the Sponsor for an aggregate purchase price of $25,000, or $0.002 per share, prior to the consummation of the Public Offering; (iii) “Insiders” shall mean members of the Company’s board of directors and/or management team or an advisor of the Company; (iv) “Private Placement Shares” shall mean the 1,200,000 shares of Common Stock comprising the Private Placement Units; (v) “Private Placement Units” shall mean the 1,200,000 units, each comprised of one share of Common Stock and one-third of one warrant to purchase one share of Common Stock, that the Sponsor purchased for an aggregate purchase price of $12,000,000 in the aggregate, or purchase price of $10.00 per Private Placement Unit, in a private placement that occurred simultaneously with the consummation of the Public Offering; (vii) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (viii) “Sponsor” shall mean E.Merge Technology Sponsor LLC, a Delaware limited liability company; and (ix) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering were deposited.
6. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.
7. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the undersigned and his respective successors, heirs and assigns and permitted transferees.
8. Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.
9. This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
10. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
11. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
12. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.
13. This Letter Agreement shall terminate on the liquidation of the Company.
14. The Company, the Sponsor and each Insider hereby acknowledges and agrees that the Representatives on behalf of the Underwriters are third party beneficiaries of this Letter Agreement.
[Signature Page Follows]
| Sincerely, | ||
| By: | /s/ Benjamin Reitzes | |
| Name: Benjamin Reitzes | ||
| By: | /s/ Morgan Hermand | |
| Name: Morgan Hermand | ||
| Acknowledged and Agreed: | ||
| E.MERGE TECHNOLOGY ACQUISITION CORP. | ||
| By: | /s/ Jeff Clarke | |
| Name: Jeff Clarke | ||
| Title: Co-Chief Executive Officer and Chief Financial Officer | ||
[Signature Page to Letter Agreement]
Exhibit 99.1
E.Merge Technology Acquisition Corp. Announces Appointment of Benjamin Reitzes and Morgan Hermand to Board of Directors
New York, NY, June 29, 2022 (GLOBE NEWSWIRE) — E.Merge Technology Acquisition Corp. (the “Company”) announced today that the company’s Board of Directors (the “Board”) has approved an increase in the size of the Board from five (5) directors to seven (7) directors and elected Benjamin Reitzes and Morgan Hermand as members of the Board. The Board determined that each of Benjamin Reitzes and Morgan Hermand is an “independent director” as defined in the Nasdaq listing standards and applicable rules of the Securities and Exchange Commission.
The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on companies in the software and internet technology industries. The Company is led by Chairman, S. Steven Singh, and Co-Chief Executive Officers, Jeff Clarke and Guy Gecht.
FORWARD-LOOKING STATEMENTS
This press release may contain statements that constitute “forward-looking statements,” including with respect to the initial public offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Jeff Clarke
Guy Gecht
E.Merge Technology Acquisition Corp.
(619) 736-6855