Current Report Filing (8-k)
May 03 2022 - 3:07PM
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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): May 3, 2022 (May 2, 2022)
BULL HORN HOLDINGS CORP.
(Exact name of registrant
as specified in its charter)
British Virgin Islands |
|
001-39669 |
|
98-1465952 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
801 S. Pointe Drive, Suite
TH-1
Miami Beach, Florida 33139
(Address of principal
executive offices, including zip code)
Registrant’s telephone
number, including area code: (305) 671-3341
Not Applicable
(Former name or former address,
if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Units, each consisting of one Ordinary Share and one Redeemable Warrant |
|
BHSEU |
|
The Nasdaq Stock Market LLC |
Ordinary Shares, par value $0.0001 per share |
|
BHSE |
|
The Nasdaq Stock Market LLC |
Redeemable Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 |
|
BHSEW |
|
The Nasdaq Stock Market LLC |
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)) |
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.
On May
2, 2022, Bull Horn Holdings Corp., a British Virgin Islands company (the “Company”), issued a promissory
note (the “Note”) in the aggregate principal amount of up to $400,000 to Bull Horn Holdings Sponsor LLC, the sponsor
of the Company (the “Sponsor”), in connection with the extension of the termination date for the Company’s initial
business combination (the “Initial Business Combination”) from May 3, 2022 to November 3, 2022 (the “Termination
Date”), which extension was approved by the shareholders of the Company at a special meeting of the Company’s shareholders
held on April 26, 2022.
Pursuant
to the Note, the Sponsor has agreed to loan to the Company up to $400,000 to deposit into the Company’s trust account (the
“Trust Account”) in an amount of $66,667 per month to extend the Termination Date on a month-by-month basis through November
3, 2022 as necessary, except that the sixth deposit (if applicable) will be a payment of $66,665 (the “Monthly Extension Amount”).
The
Note provides that the Monthly Extension Amount will be deposited into the Trust Account commencing on May 3, 2022, and within one business
day of the 3rd day of each subsequent month until October 3, 2022 or an earlier date by which the Company completes an Initial Business
Combination or liquidates as provided for in the Company’s amended and restated memorandum and articles of association (as amended),
and such amount will be distributed either to: (i) all of the public holders of the Company’s ordinary shares upon the Company’s
liquidation or (ii) the public holders of the Company’s ordinary shares who elect to have their shares redeemed in connection
with the consummation of the Initial Business Combination.
The
Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Initial Business Combination,
or (b) the date of the liquidation of the Company.
The
issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.
The
foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits. The following exhibits are filed with this Form 8-K: |
Exhibit No. |
|
Description of Exhibits |
10.1 |
|
Promissory Note issued to Bull Horn Holdings Sponsor LLC, dated May 2, 2022. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
|
Bull Horn Holdings Corp. |
|
|
|
Dated: May 3, 2022 |
By: |
/s/ Robert Striar |
|
|
Name: |
Robert Striar |
|
|
Title: |
Chief Executive Officer |
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