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
limited 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 up to 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 a stock purchase agreement (the “K2 SPA”) with K2 Principal Fund L.P. (“K2”,
and together with Polar, the “Funds” and each a “Fund”), pursuant to which K2 agreed to sell up to 220,000
shares of the Company’s common stock to the Company (the “K2 Sale”) 30 days after the consummation of the Business
Combination ((the “K2 Sale” and together with the Polar Sale, the “Stock Sales”).
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 and K2, 150,000 and 66,000 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 and the K2 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 and 10.2.