| Item 1.01 |
Entry into Material Definitive Agreement. |
On April 24, 2023, Juniper II Corp., a Delaware corporation (the “Company”), and Juniper II Management, LLC (the “Sponsor”), entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with 7 unaffiliated third parties (each, a “Holder,” and collectively, the “Holders”) in exchange for the Holder or Holders agreeing either not to request redemption in connection with the Extension Proposal (as defined below) or to reverse any previously submitted redemption demand with respect to an aggregate of 2,240,900 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), sold in its initial public offering at the special meeting in lieu of Annual Meeting of stockholders (the “Special Meeting”), scheduled to be held on May 2, 2023 (or any postponement or adjournment thereof). Additionally, one of the third parties has agreed to use commercially reasonable efforts either not to request redemption in connection with the Extension Proposal or to reverse any previously submitted redemption demand with respect to an additional 359,100 shares of Class A Common Stock on or prior to 5 p.m. Eastern Time on April 27, 2023. In consideration of the foregoing agreements, immediately prior to, and substantially concurrently with, the closing of an initial business combination, the Sponsor (or its designees) will surrender and forfeit to the Company for no consideration an aggregate of 672,270 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor (the “Forfeited Shares”), and in consideration of the Holders’ agreements, the Company shall issue to the Holders a number of Class A Common Stock equal to the Forfeited Shares.
At the Special Meeting, the Company’s stockholders will vote on, among other things, a proposal (the “Extension Proposal”) to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate an initial business combination from May 8, 2023 (the “Current Outside Date”) to November 8, 2023 (such date, the “First Extended Date”), and to allow the Company, without another stockholder vote, by resolution of the Company’s board of directors, to elect to further extend the First Extended Date in one-month increments up to three additional times, or a total of up to nine months after the Current Outside Date, until February 8, 2024.
The Company expects to enter into additional Non-Redemption Agreements with unaffiliated third parties prior to the Special Meeting, and will announce such agreements on one or more Current Reports on Form 8-K.
The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement that is filed as Exhibit 10.1 hereto and incorporated herein by reference.