UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Item 1.01 Entry Into a Material Definitive Agreement.
On June 28, 2024, iLearningEngines Holdings, Inc. (“Legacy iLearningEngines” or “Borrower”), wholly-owned subsidiary of iLearningEngines, Inc. (the “Company”), entered into a First Amendment to Loan and Security Agreement (the “Amendment”) with the financial institutions from time to time party thereto (the “Lenders”) and East West Bank, as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”), which amends the Loan and Security Agreement, dated April 17, 2024, between the Borrower, the Lenders and the Agent (the “Loan Agreement”), in order to, among other things, (i) increase the Maximum Revolving Advances Limit (as defined therein) from $40,000,000 to $60,000,000, (ii) designate Valley National Bank (“Valley”) as a new lender to the Loan Agreement with a Revolving Advance Commitment (as defined therein) of $20,000,000 and (iii) modify the minimum liquidity financial covenant to require that the Borrower maintain at least $12,000,000 in cash and cash equivalents with the Agent at all times. On June 28, 2024, the Borrower drew the full $20,000,000 in additional Revolving Advances (as defined in the Loan Agreement) made available pursuant to the Amendment.
Except as described above, the terms of the Loan Agreement were not otherwise materially modified.
The foregoing description of the Amendment is not intended to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 3, 2024, the Company issued a press release announcing the Borrower’s entry into the Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being 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 the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | First Amendment to Loan and Security Agreement, among iLearningEngines Holdings, Inc., as borrower, East West Bank, as administrative agent, and the lenders party thereto. | |
| 99.1 | Press Release dated July 3, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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.
| Dated: July 3, 2024 | ILEARNINGENGINES, INC. | |
| By: | /s/ Harish Chidambaran | |
| Harish Chidambaran | ||
| Chief Executive Officer | ||
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