Current Report Filing (8-k)
June 15 2023 - 5:02AM
Edgar (US Regulatory)
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2023-06-08
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2023-06-08
2023-06-08
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): June 8, 2023
Appreciate Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39758 |
|
83-2426917 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
6101 Baker Road, Suite 200 Minnetonka, MN |
|
55345 |
(Address of principal executive
offices) |
|
(Zip Code) |
(952)
470-8888
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
☐ | 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
Symbols |
|
Name
of each exchange on which registered |
Class A Common Stock, par value $0.0001 per share |
|
SFR |
|
The Nasdaq Stock Market
LLC |
Warrants
to purchase Class A Common Stock, each whole warrant exercisable for one share of Class A
Common Stock at an exercise price of $11.50 per share |
|
SFRWW |
|
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 7.01 Regulation FD Disclosure.
On
June 8, 2023, the Company and certain of its affiliates executed a forbearance agreement with our senior secured lender, St. Cloud Capital
Partners III SBIC, LP (“St. Cloud,” and such agreement the “Forbearance Agreement”) whereby St. Cloud has agreed
to forbear from exercising any rights and remedies under its senior secured debt facilities or under applicable law with respect to any
existing defaults thereunder or any failure to comply with certain financial covenants for a specified period of time. The Forbearance
Agreement is effective for 60 days provided the Company continues to comply with its terms.
The
Forbearance Agreement provides the Company time to continue ongoing discussions with potential capital providers and to explore potential
other options for funding our short-term and long-term capital needs. These efforts may result in potential debt or equity financing
and/or assets sales to fund our obligations.
In
exchange for St. Cloud’s agreement to forbear from exercising any of its rights or remedies, the Company has agreed to pay to St.
Cloud a forbearance fee in the amount of $500,000 and to pay all reasonable fees and expenses incurred by St. Cloud, including fees for
counsel, in each case upon the closing of a transaction that would result in the obligations of the Company to St. Cloud being satisfied
in full on or prior to the Forbearance Termination Date. or otherwise upon termination of the Forbearance Agreement. Additionally,
by entering into the Forbearance Agreement, the Company has released St. Cloud and certain of its related parties from all claims and
causes of action the Company may have against St. Cloud prior to the effective date of the Forbearance Agreement.
The
Forbearance Agreement includes certain milestones the Company must satisfy, and it further provides that in the event the Company is
unable to satisfy its obligations to St. Cloud during the forbearance period, the Company will cooperate with St. Cloud in the exercise
of St. Cloud’s rights and remedies.
The
full text of the Forbearance Agreement is set forth in Exhibit 99.1 which is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
|
Appreciate Holdings, Inc. |
|
|
|
Date: June 14, 2023 |
By: |
/s/ Christopher Laurence |
|
Name: |
Christopher
Laurence |
|
Title: |
Chief Executive Officer |
2
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