The following excerpt is from the company's SEC filing.
Item 1.01 Entry Into a Material Definitive Agreement.
Third Amendment to Share Subscription Agreement
As previously disclosed in the Current Reports on Form 8-K of I-AM Capital Acquisition Company (the “Company” or I-AM Capital”), filed with the Securities and Exchange Commission (“SEC”) on May 9, 2018 and June 28, 2018, on May 3, 2018, the Company entered into a share subscription agreement (as amended by the Amendment Cum Addendum dated June 22, 2018 and the Second Amendment Cum Addendum dated August 2, 2018, the “Subscription Agreement”), with Smaaash Entertainment Private Limited, a private lim ited company incorporated under the laws of India (“Smaaash”), Shripal Morakhia (“Morakhia”), and AHA Holdings Private Limited (“AHA Holdings”, and together with Morakhia, the “Smaaash Founders”), pursuant to which the Company agreed to contribute a cash amount of up to $49 million (the “Investment Amount”) to Smaaash in exchange for (i) up to 89,583,215 newly issued equity shares of Smaaash (“Subscription Shares”), (ii) the right to act as the sole distributor of Smaaash’s active entertainment games in North and South America and (iii) the right to act as the master franchisee for Smaaash’s active entertainment centers in North and South America (the transactions contemplated by the Subscription Agreement, collectively, the “Business Combination”). Assuming a cash contribution amount of $49 million, the Subscription Agreement provides that the equity shares received by the Company would represent approximately 27.53% of the equity capital of Smaaash; provided that such percentage shall be decreased proportionately depending on the number of shares of the Company’s common stock that the public holders of the Company’s common stock elect to redeem in connection with the vote on the Business Combination and the resulting reduction in funds available for contribution to Smaaash.
Pursuant to the Subscription Agreement, the Smaaash Founders further agreed that within six (6) months following the closing of the Business Combination (the “Closing Date”), they shall transfer all of their ownership interest in Smaaash (representing 33.6% of the share capital of Smaaash on a fully diluted basis as of June 22, 2018) (the “Additional Smaaash Shares”) to the Company in exchange for newly issued shares of common stock of the Company (the “Transferred Company Shares”) in an amount which would enable the Smaaash Founders to retain their 33.6% ownership interest in Smaaash indirectly through their interest in the Company.
On November 1, 2018, the Company, Smaaash and the Smaaash Founders entered into that certain Third Amendment Cum Addendum to the Share Subscription Agreement Dated May 3, 2018 (the “Amendment”), pursuant to which the Subscription Agreement was further amended to, among other things, provide that the Company shall issue an aggregate of 2,000,000 shares of its common stock, upon consummation of the Business Combination, to the Smaaash Founders as an upfront portion of the Transferred Company Shares (the “Upfront I-AM Shares”).
The issuance of such Upfront I-AM Shares will be held in escrow and shall be either, (i) if the Additional Smaaash Shares are not transferred in full to the Company within the designated six-month period, cancelled, or (ii) if the Additional Smaaash Shares are transferred in full to the Company within the designated six-month period, released from escrow and the number of Upfront I-AM Shares shall be deducted from the Transferred Company Shares that will be issued to the Smaaash Founders upon the delivery of the Additional Smaaash Shares.
The foregoing summary of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibit 2.1.
Forward Stock Purchase Agreements
On November 2, 2018, the Company entered into a stock purchase agreement (the “Polar SPA”) with Polar Asset Management Partners Inc. (“Polar”), pursuant to which Polar agreed to sell 490,000 shares of the Company’s common stock to the Company 30 days after the consummation of the Business Combination (the “Polar Sale”).
On November 5, 2018, the Company also entered into (i) a stock purchase agreement (the “K2 SPA”) with K2 Principal Fund L.P. (“K2”), pursuant to which K2 agreed to sell 220,000 shares of the Company’s common stock to the Company (the “K2 Sale”) and (ii) a stock purchase agreement (the “MEF SPA”) with MEF I, L.P. (“MEF”, and together Polar and K2, collectively, the “Funds” and each a “Fund”), pursuant to which MEF agreed to sell 100,000 shares of the Company’s common stock to the Company (the “MEF Sale” and together with the Polar Sale and the K2 Sale, the “Stock Sales”), with the Stock Sales to take place 30 days after the consummation of the Business Combination.
Each Fund has the right to sell its respective shares to third parties prior to the expiration of the 30-day period. In connection with the closing of the Stock Sales, the Company will pay each Fund $11.23 for each of the shares of the Company’s common stock still held by such Fund at such time and the Company’s sponsor has agreed to transfer to Polar, K2 and MEF, 150,000, 66,000, 30,000 restricted shares of the Company’s common stock, respectively, that are currently held by the Company’s sponsor.
The foregoing summary of the Polar SPA, the K2 SPA and the MEF SPA is qualified in its entirety by reference to the complete text of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3.
Item 9.01. Financial Statements and Exhibits.
Third Amendment Cum Addendum to the Share Subscription Agreement Dated May 03, 2018, dated as of November 1, 2018. (1)
Stock Purchase Agreement, dated as of November 2, 2018, by and between the Company and Polar Asset Management Partners Inc.
Stock Purchase Agreement, dated as of November 5, 2018, by and between the Company and K2 Principal Fund L.P.
Stock Purchase Agreement, dated as of November 5, 2018, by and between the Company and MEF I, L.P.
Previously filed as Annex A to the Company’s Proxy Statement Supplement, which was filed with the SEC on November 5, 2018, and is incorporated herein by reference thereto.
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: November 7, 2018
I-AM CAPITAL ACQUISITION COMPANY
/s/ F. Jacob Cherian
Name: F. Jacob Cherian
Title: Chief Executive Officer
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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