Attached files
| file | filename |
|---|---|
| EX-10.5 - EXHIBIT 10.5 - Twin Ridge Capital Acquisition Corp. | nt10019162x9_ex10-5.htm |
| EX-10.4 - EXHIBIT 10.4 - Twin Ridge Capital Acquisition Corp. | nt10019162x9_ex10-4.htm |
| EX-10.3 - EXHIBIT 10.3 - Twin Ridge Capital Acquisition Corp. | nt10019162x9_ex10-3.htm |
| EX-10.2 - EXHIBIT 10.2 - Twin Ridge Capital Acquisition Corp. | nt10019162x9_ex10-2.htm |
| EX-10.1 - EXHIBIT 10.1 - Twin Ridge Capital Acquisition Corp. | nt10019162x9_ex10-1.htm |
| EX-4.1 - EXHIBIT 4.1 - Twin Ridge Capital Acquisition Corp. | nt10019162x9_ex4-1.htm |
| EX-3.1 - EXHIBIT 3.1 - Twin Ridge Capital Acquisition Corp. | nt10019162x9_ex3-1.htm |
| EX-1.1 - EXHIBIT 1.1 - Twin Ridge Capital Acquisition Corp. | nt10019162x9_ex1-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2021
Twin Ridge Capital Acquisition Corp.
(Exact name of registrant as specified in its charter)
|
Cayman Islands
|
001-40157
|
98- 1577338
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
|
999 Vanderbilt Beach Road, Suite 200
Naples, FL
|
34108
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
(212) 235-0292
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 to 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 on
which registered
|
||
|
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant
|
TRCA.U
|
The New York Stock Exchange
|
||
|
Class A Ordinary Shares included as part of the units
|
TRCA
|
The New York Stock Exchange
|
||
|
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
|
TRCA WS
|
The 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 3, 2021, the Registration Statement on Form S-1 (File No. 333-252363) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Twin Ridge
Acquisition Corp. (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On March 8, 2021, the Company consummated the IPO of 20,000,000 Units (the “Units”). Each Unit consists of one Class A ordinary share of the
Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per
share (the “Warrants”). The Units were sold at a price of $10.00 per share, generating gross proceeds to the Company of $20,000,000. Concurrently, Twin Ridge Capital Sponsor, LLC (the "Sponsor") also purchased 4,933,333 Private Placement
Warrants (defined below) for $7,400,000.
In connection with the IPO, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:
| • |
an Underwriting Agreement, dated March 3, 2021, between the Company and Barclays Capital Inc. and Evercore Group L.L.C. as Joint Book-Running Managers, which contains customary representations and warranties and indemnification of the
underwriters by the Company;
|
| • |
a Warrant Agreement, dated March 3, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for
exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the
Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement;
|
| • |
a Private Placement Warrants Purchase Agreement, dated March 3, 2021, between the Company and the Sponsor, pursuant to which the Sponsor purchased 4,933,333 private placement warrants, each exercisable to purchase one Class A ordinary
share at $11.50 per share, at a price of $1.50 per warrant (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”);
|
| • |
an Investment Management Trust Agreement, dated March 3, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain
of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company
under the agreement;
|
| • |
a Registration and Shareholder Rights Agreement, dated March 3, 2021, between the Company, the Sponsor and certain directors of the Company (the “Holders”), which provides for customary demand and piggy-back registration rights for the
Sponsor, and customary piggy-back registration rights for the Holders, as well as certain transfer restrictions applicable to the Holders with respect to the Company’s securities, and, upon consummation of the Company’s initial business
combination, the right of the Sponsor to nominate three individuals for election to the Company’s board of directors;
|
| • |
a Letter Agreement, dated March 3, 2021, among the Company, the Sponsor and each executive officer and director of the Company, pursuant to which the Sponsor and each executive officer and director of the Company has agreed to vote any
Class A Ordinary Shares held by him, her or it in favor of the Company's initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months; to
certain transfer restrictions with respect to the Company's securities; to certain indemnification obligations of the Sponsor; and the Company has agreed not to enter into a definitive agreement regarding an initial business combination
without the prior consent of the Sponsor; and
|
| • |
an Administrative Services Agreement, dated March 3, 2021, between the Company and the Sponsor, pursuant to which the Sponsor has agreed to make available office space, administrative and support services, as may be required by the Company
from time to time, for $10,000 per month until the earlier of the Company’s initial business combination or liquidation and pursuant to which the Company may make payments or reimbursements to the Sponsor, Twin Ridge Capital Management, or
their respective affiliates, for the reasonable salaries and other allocable costs of their employees or consultants, who may include our officers, Industry Advisors or directors.
|
The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1,
4.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively.
|
Item 3.02.
|
Unregistered Sales of Equity Securities.
|
Simultaneous with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 4,933,333 Private Placement Warrants at a price of $1.50 per
Private Placement Warrant, generating total proceeds of $7,400,000 (the “Private Placement”). The Private Placement Warrants, which were purchased by the Sponsor, are substantially similar to the Public Warrants, except that if held by the Sponsor or
its permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) subject to certain exceptions, are not subject to being called for redemption and (iii) subject to certain limited exceptions, will be subject to transfer
restrictions until 30 days following the consummation of the Company’s initial business combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be
redeemable by the Company and exercisable by holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to, and are governed by the Warrant Agreement.
|
Item 5.03.
|
Amendments to Memorandum and Articles of Association.
|
On March 3, 2021 and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association
is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
Underwriting Agreement between the Company, Barclays Capital Inc. and Evercore Group L.L.C.
|
|
|
Amended and Restated Memorandum and Articles of Association
|
|
|
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company
|
|
|
Private Placement Warrants Purchase Agreement between the Company and the Sponsor
|
|
|
Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company
|
|
|
Registration and Shareholder Rights Agreement between the Company, the Sponsor and certain Directors
|
|
|
Letter Agreement among the Company, the Sponsor and the Company’s officers and directors
|
|
|
Administrative Services Agreement between the Company and the Sponsor
|
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.
|
Dated: March 9, 2021
|
||
|
TWIN RIDGE CAPITAL ACQUISITION CORP.
|
||
|
By:
|
/s/ William P. Russell, Jr. | |
|
Name: William P. Russell, Jr.
|
||
|
Title: Co-Chief Executive Officer
|
||