Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On March 19, 2023, Home Plate Acquisition Corporation, a Delaware corporation (“Home Plate”), Home Plate Sponsor LLC, a Delaware
limited liability company (“Sponsor”), Heidmar Marine Inc., a company organized and existing under the laws of Marshall Islands (“Holdings”), HP Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”), Heidmar Inc., a
company organized and existing under the laws of Marshall Islands (the “Company”), and those shareholders of the Company party thereto (collectively, the “Company Shareholders”), entered into a Business Combination Agreement (the “Business
Combination Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, the following transactions will occur: (a) the merger of Merger Sub with and into Home
Plate (the “Merger”), with Home Plate surviving the Merger and the security holders of Home Plate (other than the security holders of Home Plate electing to redeem their shares of Home Plate common stock or shares of Home Plate common stock
held in treasury) becoming security holders of Holdings, (b) the automatic modification of each Home Plate warrant to no longer entitle the holder to purchase Home Plate shares of common stock and instead acquire an equal number of Holdings common
shares per Home Plate warrant, (c) the acquisition by Holdings of all of the issued and outstanding share capital of the Company from the Company Shareholders in exchange for the issuance of Holdings common shares and, if applicable, the issuance of
Earnout Shares (as defined in the Business Combination Agreement), pursuant to which the Company will become a direct wholly owned subsidiary of Holdings (the “Share Acquisition”), and (d) the other transactions contemplated by the Business
Combination Agreement and the Ancillary Documents referred to therein (together with the Merger and Share Acquisition, the “Transactions”).
Unless otherwise indicated, capitalized terms used but not defined in this Current Report on Form 8-K (this “Report”) have the
respective meanings given to them in the Business Combination Agreement. References herein to “Home Plate” shall refer to Home Plate Acquisition Corporation for all periods prior to completion of the Merger and to Home Plate, as the surviving
company, for all periods after completion of the Merger.
In consideration for the Merger, each Home Plate shareholder will receive one Holdings common share for each share of common stock they
hold in Home Plate immediately prior to the Merger. In accordance with the terms and subject to the conditions of the Business Combination Agreement, the consideration to be received by the Company Shareholders in connection with the Share
Acquisition shall be the issuance of an aggregate number of Holdings common shares equal to (a) $160,000,000 divided by (b) $10.00. As additional consideration for the Company shares acquired by Holdings in connection with the Share Acquisition, (i)
Holdings will issue to eligible Company Shareholders up to an aggregate of 3,900,000 Earnout Shares, subject to certain triggering events, as described further in the Business Combination Agreement, (ii) Sponsor has agreed, pursuant to the terms of
the Sponsor Support Agreement (as defined below), to forfeit the right to receive (1) 1,212,500 Holdings common shares and (2) Holdings warrants in an amount equal to $5.00 per Holdings warrant to the extent that the transaction expenses of Home
Plate exceed $15,000,000, and in each case, such forfeited Holdings common shares and Holding warrants, if any, will be issued to the Company Shareholders, as described further in the Business Combination Agreement and Sponsor Support Agreement.
Representations and Warranties
Under the Business Combination Agreement, Home Plate has made customary representations and warranties to the Company, Holdings and the
Company Shareholders relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non‑contravention, capitalization, Securities and Exchange Commission (“SEC”) filings, financial
statements, internal controls, absence of certain changes, compliance with laws, actions, orders and permits, taxes and returns, employees and employee benefit plans, properties, material contracts, transactions with related persons, the
U.S. Investment Company Act of 1940, as amended (“Investment Company Act”) and the Jumpstart Our Business Startups Act of 2012, finders’ and brokers’ fees, sanctions and certain business practices, private placements, insurance, no misleading
information supplied, the Trust Account and acknowledgement of no further representations and warranties.
Under the Business Combination Agreement, Holdings has made customary representations and warranties to Home Plate, the Company and the
Company Shareholders relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non‑contravention, capitalization, limited activities, finders’ and brokers’ fees, Investment Company
Act, taxes and no misleading information supplied.
Under the Business Combination Agreement, the Company has made customary representations and warranties (on behalf of itself and its
subsidiaries) to Home Plate relating to, among other things, organization and standing, due authorization and binding agreement, capitalization, company subsidiaries, governmental approvals, non‑contravention, financial statements, absence of certain
changes, compliance with laws, permits, litigation, material contracts, intellectual property, taxes and returns, real property, personal property, employee matters, benefit plans, environmental matters, transactions with related persons, insurance,
material customers and suppliers, data protection and cybersecurity, sanctions and certain business practices, Investment Company Act, finders’ and brokers’ fees and no misleading information supplied.
Under the Business Combination Agreement, each Company Shareholder has made customary representations and warranties (with respect to
itself only) to Home Plate, Holdings and the Company relating to, among other things, organization and standing, due authorization and binding agreement, share ownership, governmental approvals, non‑contravention, litigation, certain investment
representations, finders’ and brokers’ fees and no misleading information supplied.
Covenants
The Business Combination Agreement includes customary covenants of the parties including, among other things, (i) the conduct of their
respective business operations prior to the consummation of the Transactions, (ii) using commercially reasonable efforts to obtain relevant approvals and comply with all applicable listing requirements of NASDAQ in connection with the Transactions
and (iii) using commercially reasonable efforts to consummate the Transactions and to comply as promptly as practicable with all requirements of governmental authorities applicable to the Transactions. The Business Combination Agreement also contains
additional covenants of the parties, including covenants providing for Home Plate, the Company and Holdings to use commercially reasonable efforts to (i) cooperate with each other to arrange the PIPE Investment on customary and mutually agreeable
terms and (ii) file, and to cooperate with each other to prepare the registration statement of Holdings required to be filed in connection with the Transactions (the “Registration Statement”), which will contain a proxy statement of Home
Plate.
Conditions to Closing
The respective obligations of each party to consummate the Transactions, including the Merger, are subject to the satisfaction, or
written waiver (where permissible), by the Company and Home Plate of the following conditions:
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all applicable waiting periods under the Antitrust Laws relating to the Transactions having expired or terminated with all required Consents obtained;
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Home Plate’s shareholders having approved and adopted the Shareholder Approval Matters;
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the absence of any law or governmental order, inquiry, proceeding or other action that would prohibit the Transactions;
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Home Plate having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51‑1(g) of the Exchange Act) remaining at the Closing after giving effect to any redemptions by Home Plate
shareholders;
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the Holdings common shares (including those to be issued pursuant to the Business Combination Agreement (including the Earnout Shares) and the Subscription Agreements) and Holdings warrants (including the
common shares underlying such warrants) having been approved for listing on NASDAQ, subject only to official notice thereof;
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the Registration Statement (and any amendments and supplements) shall have become effective in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), no stop
order shall have been issued by the U.S. Securities and Exchange Commission (the “SEC”) that remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order shall have been threatened or
initiated by the SEC and not withdrawn;
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the bylaws and articles of incorporation Holdings shall have been amended and restated according to the Business Combination Agreement; and
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the Available Closing Cash Amount shall be no less than $40,000,000 with Home Plate having made all necessary and appropriate arrangements prior to the Closing Date for any portion held in the Trust Account
to be released.
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Conditions to the Obligations of the Company and the Company Shareholders
The obligations of the Company and the Company Shareholders to consummate the Transactions are subject to the satisfaction, or written
waiver (by the Company, where permissible) of the following conditions:
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the representations and warranties of Home Plate being true and correct as determined in accordance with the Business Combination Agreement;
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Home Plate having performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be
performed or complied with by it on or prior to the Closing Date;
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Home Plate having delivered to the Company and the Company Shareholders Representative a certificate dated as of the Closing Date, signed by an officer of Home Plate, certifying as to the satisfaction of
certain conditions specified in the Business Combination Agreement;
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No Material Adverse Effect shall have occurred with respect to Home Plate that is continuing and uncured;
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Home Plate having made all necessary and appropriate arrangements with the trustee to have all of the funds held in the Trust Account disbursed to Home Plate at the Closing Date, and all such funds released
from the Trust Account be available to the surviving company;
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Home Plate having provided the holders of Home Plate shares of common stock with the opportunity to make redemption elections with respect to their Home Plate shares of common stock pursuant to their
Redemption Rights; and
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the Ancillary Documents required to be executed by Home Plate according to the Business Combination Agreement at or prior to the Closing Date shall have been executed and delivered to the Company.
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Conditions to the Obligations of the Home Plate and Holdings
The obligations of Home Plate to consummate the Transactions are subject to the satisfaction, or written waiver (by Home Plate where
permissible, including under the terms of the Business Combination Agreement) of the following conditions:
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the representations and warranties of the Company and the Company Shareholders being true and correct as determined in accordance with the Business Combination Agreement;
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the Company and the Company Shareholders having performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and
covenants under the Business Combination Agreement to be performed or complied with by them on or prior to the Closing Date;
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the Company and the Company Shareholders Representative (on behalf of the Company Shareholders) having delivered to Home Plate a certificate dated as of the Closing Date, signed by each of the Company and the
Company Shareholders, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement but in each case, solely with respect to themselves;
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no Material Adverse Effect shall have occurred with respect to the Company that is continuing and uncured; and
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the Ancillary Documents required to be executed by the Company and the Company Shareholders according to the Business Combination Agreement at or prior to the Closing Date shall have been executed and
delivered to the Home Plate.
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Termination
The Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing Date,
notwithstanding receipt of any requisite approval and adoption of the Business Combination Agreement and the Transactions by the shareholders of Home Plate or any party, as follows:
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by mutual written consent of Home Plate and the Company;
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by either Home Plate or the Company if any of the closing conditions set forth in the Business Combination Agreement have not been satisfied or waived by April 4, 2023 (provided that such date shall be
automatically extended to October 4, 2023 if shareholder approval of the Extension contemplated by the Extension Proxy Statement is obtained) (the “Outside Date”); provided, however, that the Business Combination Agreement may not be
terminated under such provision of the Business Combination Agreement by or on behalf of any party that either directly or indirectly through its affiliates (or with respect to the Company, the Company Shareholders or Holdings) is in breach
or violation of any representation, warranty, covenant or obligation contained therein, with such breach or violation being the principal cause of the failure of a condition set forth in the Business Combination Agreement on or prior to the
Outside Date;
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by either Home Plate or the Company if any governmental authority of competent jurisdiction will have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by the Business Combination Agreement, and such order or other action has become final and non‑appealable; provided, however, that the right to terminate the Business Combination Agreement pursuant to such section
will not be available to a party if the failure by such party or its affiliates (or with respect to the Company, the Company Shareholders or Holdings) to comply with any provision of the Business Combination Agreement was the principal
cause of such order, action or prohibition;
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by the Company upon a breach of any representation, warranty, covenant or agreement on the part of Home Plate set forth in the Business Combination Agreement, or if any representation, warranty of Home Plate
becomes untrue or inaccurate, in each case such that the related closing conditions contained in the Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights;
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by the Company on (or within three Business days after) May 30, 2023 (the “Company Termination Notice Date”) if prior to such date, the Company and Home Plate have conducted good faith marketing
efforts with potential PIPE Investors regarding the PIPE Investment, and following such marketing efforts the Company determines, in its reasonable discretion, that a PIPE Investment reasonably satisfactory to the Company will not be
consummated prior to the Outside Date;
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by Home Plate upon a breach of any warranty, covenant or agreement on the part of the Company or the Company Shareholders set forth in the Business Combination Agreement, or if any warranty of Company or the
Company Shareholders becomes untrue or inaccurate, in any case such that the related closing conditions contained in the Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights; and
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by either Home Plate or the Company if the special meeting of shareholders is held and has concluded, Home Plate shareholders have duly voted, and the Required Shareholder Approval is not obtained.
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The foregoing summary of the Business Combination Agreement is qualified in its entirety by reference to the entire text of the Business
Combination Agreement, which is attached as Exhibit 2.1 hereto, and the Ancillary Documents, the terms of each of which are incorporated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that
the respective parties thereto made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among
the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. In particular, the assertions embodied in the representations and warranties in the Business
Combination Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the Business Combination Agreement, may be
subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the
Business Combination Agreement are not necessarily characterizations of the actual state of facts about Home Plate, Holdings, Merger Sub, the Company Shareholders or the Company at the time they were made or otherwise and should only be read in
conjunction with the other information that Home Plate makes publicly available in reports, statements and other documents filed with the SEC.
Sponsor Support Agreement
In connection with the execution of the Business Combination Agreement, the Sponsor has entered into a Sponsor Support Agreement (the “Sponsor
Support Agreement”) with Home Plate, Holdings and the Company, pursuant to which the Sponsor has agreed to, among other things, (a) waive its anti-dilution rights in the SPAC Charter with respect to the SPAC Class B common stock (collectively,
the “Sponsor Securities”), (b) vote at any meeting of Home Plate shareholders to be called for approval of the Transactions all Sponsor Securities held of record or thereafter acquired in favor of the Shareholder Approval Matters, (c) be bound
by certain other covenants and agreements related to the Transactions and (d) be bound by certain transfer restrictions with respect to the Sponsor Securities and warrants exercisable for Sponsor Securities, in each case, on the terms and subject to
the conditions set forth in the Sponsor Support Agreement. The Sponsor Support Agreement also provides that the Sponsor has agreed irrevocably to waive its redemption rights in connection with the consummation of the Transactions with respect to any
Sponsor Securities they may hold.
Subject to the conditions set forth in the Sponsor Support Agreement, the Sponsor additionally agreed to subject 365,000 Holdings common
shares the Sponsor is to receive in connection with the Transactions with respect to its Sponsor Securities (“Sponsor Earnout Shares”) to an earn-out that is subject to vesting and release as follows: (i) if at any time prior to or as of the
fifth anniversary of the Closing (the “Share Price Earnout Period”), the VWAP (as adjusted for share splits, share capitalization, reorganizations, recapitalizations and the like) over any 20 trading days within any 30 trading day period, is
equal to or greater than (A) $12.50, then 91,250 of the Sponsor Earnout Shares will vest, and (B) $14.00, then 91,250 of the Sponsor Earnout Shares will vest (the Sponsor Earnout Shares referred to in this clause (i) being the “Share Price Sponsor
Earnout Shares”), and (ii) if Adjusted EBITDA of Holdings for the twelve months ending (A) December 31, 2023 equals or exceeds $29,000,000, then 91,250 of the Sponsor Earnout Shares will vest, and (B) December 31, 2024 equals or exceeds
$35,000,000, then 91,250 of the Sponsor Earnout Shares will vest (the Sponsor Earnout Shares referred to in clause (ii) being the “Performance Sponsor Earnout Shares”). If a Change of Control (as defined in the Sponsor Support Agreement)
occurs during calendar year 2023, all 182,500 Performance Sponsor Earnout Shares will vest, and if a Change of Control occurs during calendar year 2024, 91,250 Performance Sponsor Earnout Shares will vest. In addition, if a Change of Control occurs
during the Share Price Earnout Period (as defined in the Sponsor Support Agreement), pursuant to which Holdings or its shareholders receive consideration implying a value per Holdings common share (as determined in good faith by the board of
directors of Holdings) of (a) less than $12.50, then no Share Price Sponsor Earnout Shares will vest, (b) greater than or equal to $12.50 but less than $14.00, 91,250 Share Price Sponsor Earnout Shares will vest, and (c) greater than or equal to
$14.00, then all 182,500 Share Price Sponsor Earnout Shares will vest.
Sponsor has agreed to forfeit for issuance to the Company Shareholders, for no consideration, the right to receive 1,212,500 Holdings
common shares that would otherwise be issued to Sponsor in connection with the Closing. In the event that the SPAC Transaction Expenses are greater than $15 million, Sponsor shall forfeit for issuance to the Company Shareholders, for no
consideration, as of the Closing Date, the right to receive Holdings Private Warrants that would otherwise be issued to Sponsor in connection with the Closing equal to (i) the amount SPAC Transaction Expenses are greater than $15 million divided by
(ii) $5.00.
The foregoing summary of the Sponsor Support Agreement is qualified in its entirety by reference to the full text of the Sponsor Support
Agreement, which is attached as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference.
Lock-Up Agreements
In connection with the Closing, the Company Shareholders will enter into agreements (the “Company Shareholder Lock-Up Agreements”)
providing that the Company Shareholders will not, subject to certain exceptions (including the payment of taxes arising from the Transactions), transfer any Restricted Securities (as defined in the Company Shareholder Lock-Up Agreements) during the
period commencing from the Closing Date until 150 days after the Closing Date.
In connection with the Closing, the Sponsor will enter into an agreement (the “Sponsor Lock-Up Agreement”) providing that it will
not, subject to certain exceptions, transfer any Restricted Securities during the period commencing from the Closing Date until the date that is 150 days after the Closing Date.
The foregoing summary of the Company Shareholder Lock-Up Agreements and Sponsor Lock-Up Agreement are qualified in its entirety by
reference to the full text of the form of Sponsor Lock-Up Agreement and form of Company Shareholder Lock-Up Agreement, which are attached as Exhibit 10.2 and 10.3 hereto, respectively, and the terms of which are incorporated herein by reference.
New Registration Rights Agreement
The Business Combination Agreement contemplates that, at the Closing, Holdings, certain Company equityholders, certain Home Plate
equityholders, the Sponsor and Home Plate will enter into a Registration Rights Agreement (the “New Registration Rights Agreement”), pursuant to which Holdings will agree to register for resale certain shares of Holdings common shares and
other equity securities of Holdings that are held by the parties thereto from time to time. Pursuant to the New Registration Rights Agreement, Holdings will agree to file a shelf registration statement registering the resale of all of the Registrable
Securities (as defined in the New Registration Rights Agreement) no later than 30 days after the Closing. Holdings also agreed to provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. The New
Registration Rights Agreement also provides that Holdings will pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities.
The foregoing summary of the New Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of
New Registration Rights Agreement, which is attached as Exhibit 10.4 hereto and the terms of which are incorporated herein by reference.
Warrant Assumption Agreement
The Business Combination Agreement contemplates that,
immediately prior to the Merger Effective Time, Home Plate and Continental Stock Transfer & Trust Company (the “Warrant Agent”) will enter into an Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”),
which amends that certain Warrant Agreement, dated as of September 29, 2021, by and between Home Plate and the Warrant Agent (the “Existing Warrant Agreement”), pursuant to which (a) Home Plate will assign to Holdings, and Holdings will
assume, all of Home Plate’s right, title and interest in and to the Existing Warrant Agreement and (b) each Home Plate warrant shall be modified to no longer entitle
the holder to purchase Home Plate shares of common stock and instead acquire an equal number of Holdings common shares per Home Plate warrant.
The foregoing summary of the Warrant Assumption Agreement is qualified in its entirety by reference to the full text of the form of
Warrant Assumption Agreement, which is attached as Exhibit 10.5 hereto and the terms of which are incorporated herein by reference.