Current Report Filing (8-k)
April 27 2023 - 6:05AM
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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): April
25, 2023
EVO ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40029 |
|
85-4030703 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
10 Stateline Road
Crystal
Bay, Nevada 89402
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (775) 624-9360
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 on which registered |
| Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-half of one Redeemable Warrant |
|
EVOJU |
|
The Nasdaq Stock Market LLC |
| Shares of Class A Common Stock included as part of the units |
|
EVOJ |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants included as part of the units |
|
EVOJW |
|
The Nasdaq Stock Market LLC |
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.
As previously disclosed, Evo
Acquisition Corp., a Delaware corporation (“Evo”), entered into a Business Combination Agreement (the “Business
Combination Agreement”), dated as of October 18, 2022, with 20Cube Logistics Solutions
Pte. Ltd. (UEN: 202227172M), a Singapore exempt private company limited by shares (“Pubco”), Hollis Merger Sub, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger Sub”), 20Cube Logistics Pte. Ltd., a Singapore
private company limited by shares (the “Company”), and certain holders of the Company’s outstanding shares (the
“Signing Sellers”).
On April 25, 2023, pursuant
to Section 10.1(a) of the Business Combination Agreement, Evo, Pubco, Merger Sub, the Company and the Signing Sellers entered into a Termination
and Release Agreement (the “Termination Agreement”) to terminate the Business Combination Agreement and the transactions
contemplated thereby (together, the “Termination”). The Termination Agreement also terminates and makes void the Ancillary
Documents (as defined in the Business Combination Agreement). Additionally, the Termination Agreement provides for a mutual release of
claims among the parties and their affiliates.
As a result of the Termination,
the Business Combination Agreement is of no further force and effect, with the exception of specified provisions in Section 10.2 of the
Business Combination Agreement and the confidentiality provisions of the Ancillary Documents, each of which shall survive the termination
of the Business Combination Agreement and remain in full force and effect in accordance with their respective terms.
The foregoing descriptions
of the Business Combination Agreement, the Termination Agreement and the Ancillary Documents do not purport to be complete and are qualified
in their entirety by the terms and conditions of, respectively, (i) the Business Combination Agreement, a copy of which was previously
filed as Exhibit 2.1 to Evo’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”)
on October 24, 2022, (ii) the Termination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and
the terms of which are incorporated by reference herein and (iii) the Ancillary Documents, copies of which were previously included as
Exhibits 10.1, 10.2 and 10.3 to Evo’s Current Report on Form 8-K filed with the SEC on October 24, 2022.
Item 1.02. Termination of Material Definitive
Agreement.
The information set forth
in Item 1.01 above is hereby incorporated by reference into this Item 1.02.
Item 8.01. Other Events.
On April 26, 2023, Evo issued
a press release announcing the termination of the Business Combination Agreement. A copy of the press release is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
The
following exhibits are being filed herewith:
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.
| |
EVO ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Richard Chisholm |
| |
|
Name: |
Richard Chisholm |
| |
|
Title: |
Chief Executive Officer |
Date: April 26, 2023
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