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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Home Plate Acquisition Corporation | NASDAQ:HPLT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.5201 | 9.81 | 10.55 | 0 | 01:00:00 |
Delaware
(State or other jurisdiction of incorporation
or organization)
|
001-40844
(Commission
File Number) |
86-2858172
(I.R.S. Employer Identification Number) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Units, each consisting of one Class A Common Stock and one-half of one Redeemable Warrant
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HPLTU
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Class A Common Stock, par value $0.0001 per share
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HPLT
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Warrants, each whole warrant exercisable for one Class A Common Stock at an exercise price of $11.50
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HPLTW
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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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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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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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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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Exhibit
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Description
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2.1†
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Business Combination Agreement, dated as of March 19, 2023, by and among Home Plate Acquisition Corporation, Home Plate Sponsor LLC, Heidmar Marine Inc., HP Merger Subsidiary Corp., Heidmar Inc., and the
Company Shareholders.
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Sponsor Support Agreement, dated as of March 19, 2023, by and among Home Plate Sponsor LLC, Home Plate Acquisition Corporation, and Heidmar Marine Inc..
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Form of Sponsor Lock-Up Agreement.
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Form of Company Shareholder Lock-Up Agreement.
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Form of New Registration Rights Agreement.
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Form of Warrant Assumption Agreement.
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Press Release, dated March 20, 2023, issued by the parties announcing the Transactions.
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Webcast Presentation Transcript
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Investor Presentation, dated March 20, 2023.
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†
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Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and
Exchange Commission upon its request.
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Dated: March 20, 2023
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HOME PLATE ACQUISITION CORPORATION
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By:
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/s/ Jonathan Rosenzweig
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Name:
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Jonathan Rosenzweig
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Title:
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Chief Financial Officer and Secretary
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1 Year Home Plate Acquisition Chart |
1 Month Home Plate Acquisition Chart |
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