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): March 14, 2022 ( March 11, 2022)
FirstMark Horizon Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39585 | 85-2547650 | ||
| (State or other jurisdiction
of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 100 5th Ave, 3rd Floor
New York, NY |
10011 | |
| (Address of principal executive offices) | (Zip Code) |
(212)
792-2200
(Registrant’s telephone number, including area code)
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) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 |
Trading Symbol(s) |
Name
of each exchange | ||
| Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | FMAC.U | New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | FMAC | New York Stock Exchange | ||
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | FMAC WS | New York Stock Exchange |
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 March 11, 2022, FirstMark Horizon Acquisition Corp. (the “Company”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”), entered into an amendment letter (the “Amendment Letter”) whereby the Company and Credit Suisse agreed to amend certain terms of the underwriting agreement between the Company and Credit Suisse, as representative of the several underwriters thereunder, dated October 5, 2020, and filed with the Securities and Exchange Commission (the “SEC”) on a Current Report on Form 8-K on October 8, 2020 (the “Underwriting Agreement”). Pursuant to the Amendment Letter, the Company and Credit Suisse agreed that (i) Credit Suisse will reduce the Deferred Discount (as defined in the Underwriting Agreement) payable to it by the Company from $14,490,000 to $9,990,000 under the same terms of the Underwriting Agreement, and such payment will satisfy in full the Company’s obligation to pay the Deferred Discount under the Underwriting Agreement, and (ii) in the Company’s sole and exclusive discretion, up to $4,500,000 of the previously allocated Deferred Discount may be allocated by the Company to one or more FINRA members, including certain of the underwriters and/or their affiliates, that assist the Company in connection with its initial business combination or following the consummation thereof. Except as set forth above, the terms of the Underwriting Agreement remain unchanged and in full force and effect as a result of the Amendment Letter.
On March 14, 2022, and in connection with the Company’s entry into the Amendment Letter, the Company and Continental Stock Transfer & Trust Company (“CST”) entered into an amendment to that certain Investment Management Trust Agreement between the Company and CST, dated October 5, 2020, and filed with the SEC on a Current Report on Form 8-K on October 8, 2020 (the “IMTA”), to revise the definition of “Deferred Discount” in the IMTA as set forth in the preceding paragraph, to reflect the Amendment Letter.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 1.1 | Amendment Letter, dated as of March 11, 2022 | |
| 10.1 | First Amendment to Investment Management Trust Agreement, dated as of March 14, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
| FirstMark Horizon Acquisition Corp. | ||
Date: March 14, 2022 |
||
| By: | /s/ Amish Jani | |
| Name: | Amish Jani | |
| Title: | President | |
2
Exhibit 1.1
AMENDMENT LETTER
March 11, 2022
FirstMark Horizon Acquisition Corp.
100 Fifth Avenue, 3rd Floor
New York, NY 10011
| Attention: | Eric Cheung |
| Secretary and General Counsel |
Dear Eric:
Reference is made to the letter agreement dated September 19, 2021 (the “Letter Agreement”) by and between FirstMark Horizon Acquisition Corp. (the “Company”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”), whereby the Company engaged Credit Suisse to act as its financial advisor and equity capital markets advisor with respect to a Transaction. Capitalized terms used but not defined in this letter (the “Amendment Letter”) have the meanings given to them in the Letter Agreement. For good and valuable consideration, the receipt of which the parties hereby acknowledge, the Company and Credit Suisse agree as follows:
The first paragraph of Section 2. Compensation of the Letter Agreement is hereby amended and restated, in its entirety, and replaced with the following:
“The Company acknowledges that Credit Suisse acted as an underwriter in the Company’s initial public offering for which role, as an underwriter, Credit Suisse received compensation pursuant to an Underwriting Agreement between the Company and Credit Suisse dated, October 5, 2020 (the “IPO Underwriter Agreement”). The Company acknowledges that, should the Company consummate a business combination, Credit Suisse, as underwriter, will receive additional compensation from the Company as provided in the Underwriting Agreement. Notwithstanding the foregoing, Credit Suisse and the Company agree that the Company shall pay Credit Suisse a Deferred Discount (as defined in the IPO Underwriting Agreement) of $9,990,000 in the aggregate under the same terms of the IPO Underwriting Agreement, and that payment of such amounts will satisfy in full the Company’s obligation to pay the Deferred Discount under Section 2 of the IPO Underwriting Agreement. Except as specifically set forth herein, the IPO Underwriting Agreement will be and is unchanged and will remain in full force and effect.”
Except as specifically set forth herein, the Letter Agreement will be and is unchanged and will remain in full force and effect. Furthermore, all obligations of the Company and Credit Suisse under the Letter Agreement that by its terms survive its termination (including the Company’s obligations pursuant to Section 6 of the Letter Agreement and Annex A thereto) shall not be terminated or otherwise modified by this Amendment Letter, and such obligations are ratified hereby and shall remain in full force and effect.
THIS AMENDMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The parties hereto consent to the exclusive jurisdiction of the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in each case sitting in New York County, and agree to venue in such courts. CREDIT SUISSE AND THE COMPANY EACH HEREBY AGREES TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER CLAIM OR ACTION ARISING OUT OF OR RELATING TO THIS AMENDMENT. This Amendment Letter may be executed in any number of counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Amendment Letter by electronic transmission will be effective as delivery of a manually executed counterpart hereof. The Letter Agreement as amended by this Amendment Letter is the only agreement that the parties have entered into with respect to the transactions contemplated thereunder, and sets forth the entire understanding of the parties with respect thereto and supersedes any prior written or oral agreements among the parties hereto with respect to the Transaction.
[remainder of page intentionally left blank]
Please confirm your agreement with the foregoing by signing and returning a copy of this Amendment Letter.
| Very truly yours, | ||
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Cullen C Lee | |
| Name: | Cullen C Lee | |
Title: |
Managing Director | |
Accepted and agreed to as of the date first written above:
FIRSTMARK HORIZON ACQUISITION CORP.
| By: | /s/ Amish Jani | |
| Name: | Amish Jani | |
| Title: | President |
Exhibit 10.1
Execution Version
FIRST Amendment To Investment management trust agreement
THIS FIRST AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made and entered into as of March 14, 2022 by and among FirstMark Horizon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Trust Agreement (as defined below).
RECITALS
A. The Company and the Trustee entered into an Investment Management Trust Agreement (the “Trust Agreement”), dated as of October 5, 2020, and now wish to amend the Trust Agreement in accordance with the terms of the Trust Agreement and this Amendment.
B. Section 6(c) of the Trust Agreement provides that the Trust Agreement may be amended or modified by a writing signed by each of the parties to the Trust Agreement.
NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the value, receipt and sufficiency of which are hereby acknowledged, the Company and the Trustee hereby agree as follows:
1. Amendment to Second Recital. The second recital of the Trust Agreement is hereby amended and restated in its entirety to read as follows:
“WHEREAS, the Company has entered into an Underwriting Agreement (as amended or restated from time to time, the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein; and”
2. Amendment to Fourth Recital. The fourth recital of the Trust Agreement is hereby amended and restated in its entirety to read as follows:
“WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $9,990,000 is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) the “Deferred Discount”); and”
3. Effect of Amendment. Each of the Company and the Trustee represents that it has all necessary power and authority to enter into and perform the obligations of this Amendment and that there are no consents or approvals required to be obtained by such party for such party to enter into and perform its obligations under this Amendment that have not been obtained. This Amendment shall be deemed incorporated into, and form a part of, the Trust Agreement and have the same legal validity and effect as the Trust Agreement. Except as expressly and specifically amended hereby, all terms and provisions of the Trust Agreement are and shall remain in full force and effect, and all references to the Trust Agreement in this Amendment and in any ancillary agreements or documents delivered in connection with the Trust Agreement shall hereafter refer to the Trust Agreement as amended by this Amendment, and as it may hereafter be further amended or restated. Each reference in the Trust Agreement to “this Agreement,” “herein,” “hereof,” “hereunder” or words of similar import shall hereafter be deemed to refer to the Trust Agreement as amended hereby (except that references in the Trust Agreement to the “date hereof” or “date of this Agreement” or words of similar import shall continue to mean October 5, 2020).
4. Inconsistency or Conflict. In the event of any inconsistency or conflict between the terms and provisions of the Trust Agreement, on the one hand, and this Amendment, on the other hand, the terms and provisions of this Amendment shall govern and control.
5. Additional Provisions. The provisions contained in Section 5 (Termination) and Section 6 (Miscellaneous) of the Trust Agreement are hereby incorporated by reference into this Amendment, mutatis mutandis, and made a part of this Amendment as if set forth fully herein.
6. Counterparts. This Amendment 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 instrument.
[Signature page follows]
IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment to be executed and delivered as of the date first written above by their respective officers thereunto duly authorized.
FIRSTMARK HORIZON ACQUISITIN CORP. |
|||
| By: | /s/ Amish Jani | ||
| Name: | Amish Jani | ||
| Title: | President | ||
| TRUSTEE: | |||
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee |
|||
| By: | /s/ Francis Wolf | ||
| Name: | Francis Wolf | ||
| Title: | Vice President | ||
[Signature Page to First Amendment to Investment Management Trust Agreement]