SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 23, 2021
(Exact name of registrant as specified in its charter)
(Commission File Number)
382 NE 191 Street, #24148
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 and one-third of one Warrant||XPOA.U||The New York Stock Exchange|
|Class A Common Stock, par value $0.0001 per share||XPOA||The New York Stock Exchange|
|Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50||XPOA WS||The New York Stock Exchange|
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.
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on May 19, 2021, DPCM Capital, Inc., a Delaware corporation (the “Company”), VNNA Merger Sub Corp., a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub”), Jam City, Inc., a Delaware corporation (“Jam City”) and New Jam City, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Jam City (“New JC LLC”), entered into a business combination agreement (the “Business Combination Agreement”) relating to the contemplated business combination among the Company and Jam City (the “Proposed Business Combination”).
Termination of Business Combination Agreement
On July 23, 2021, the Company, Merger Sub, CDPM Sponsor Group, LLC, a Delaware limited liability company and sponsor of the Company (“Sponsor”), Jam City and New JC LLC entered into a Termination of Business Combination Agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The termination of the Business Combination Agreement is effective as of July 23, 2021.
As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and there is no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Business Combination Agreement, and each of the transaction agreements entered into in connection with the Business Combination Agreement, including, but not limited to, (i) the Sponsor Support Agreement, dated as of May 19, 2021, by and among the Company, Sponsor, Jam City and New JC LLC, (ii) the Stockholder Support Agreement, dated as of May 19, 2021, by and among the Company and certain stockholders of Jam City, and (iii) the subscription agreements entered into between the Company and certain investors concurrently with the execution of the Business Combination Agreement, dated as of May 19, 2021, will automatically either be terminated in accordance with their terms or be of no further force and effect. Pursuant to the Termination Agreement, subject to certain exceptions, the Company and Jam City have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Proposed Business Combination.
The Company intends to continue to pursue a business combination.
The foregoing descriptions of the Business Combination Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the full text of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission by the Company on May 25, 2021, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.
Item 8.01 Other Events.
On July 23, 2021, Jam City and the Company issued a joint press release announcing the termination of the Business Combination Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
|10.1†||Termination of Business Combination Agreement, dated as of July 23, 2021, among DPCM Capital Inc., VNNA Merger Sub Corp., CPDM Sponsor Group, LLC, Jam City, Inc. and New Jam City, LLC.|
|99.1||Press Release dated July 23, 2021.|
† Certain of the exhibits to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
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.
DPCM CAPITAL, INC.
|By:||/s/ Emil Michael|
|Title:||Chief Executive Officer|
Date: July 23, 2021