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): March 8, 2021

 

 

INDEPENDENCE HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-40178   98-1572684
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

 

(IRS Employer

Identification No.)

277 Park Avenue

29th floor, Suite B

New York, NY 10172

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 704-3000

Not Applicable

(Former name or former address, if changed since last report)

 

 

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))

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 Class A Ordinary Share and one-fifth of one Redeemable Warrant   ACQRU   The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share   ACQR   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share   ACQRW   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 1.01.

Entry into a Material Definitive Agreement.

On March 11, 2021, Independence Holdings Corp. (the “Company”) consummated its initial public offering (“IPO”) of 49,590,908 units (the “Units”), including 6,090,908 units sold upon partial exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fifth of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $495,909,080.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statements on Form S-1 (File Nos. 333- 253095 and 333-254020) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 12, 2021 (as amended, the “Registration Statement”):

 

 

An Underwriting Agreement, dated March 8, 2021, by and between the Company and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

 

 

A Warrant Agreement, dated March 8, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

 

 

An Investment Management Trust Agreement, dated March 8, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

 

 

A Registration Rights Agreement, dated March 8, 2021, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

 

 

A Private Placement Warrants Purchase Agreement, dated March 8, 2021, by and between the Company and the Sponsor (the “Private Placement Warrants Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

 

 

An Administrative Support Agreement, dated March 8, 2021, by and between the Company and Independence Sponsor LLC (the “Administrative Support Agreement”), a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

 

 

A Letter Agreement, dated March 8, 2021, by and among the Company, its officers, its directors, its initial shareholders, and the Company’s sponsor, Independence Sponsor LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 3.02.

Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 9,078,788 warrants to the Sponsor at a purchase price of $1.50 per warrant (the “Private Placement Warrants”), generating gross proceeds to the Company of $13,618,182. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.


Item 5.03.

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On March 8, 2021, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands General Registry, effective the same day. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 8.01.

Other Events.

A total of $495,909,080, comprised of $485,990,898 of the net proceeds from the IPO (which amount includes $17,356,817.80 of the underwriter’s deferred discount) and $9,918,182 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of its obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

On March 8, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

 

Exhibit No.

  

Description

  1.1    Underwriting Agreement, dated March 8, 2021, by and between the Company, Citigroup Global Markets Inc., and Deutsche Bank Securities Inc.
  3.1    Amended and Restated Memorandum and Articles of Association.
  4.1    Warrant Agreement, dated March 8, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1    Investment Management Trust Agreement, March 8, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.2    Registration Rights Agreement, dated March 8, 2021, by and among the Company and certain security holders.
10.3    Private Placement Warrants Purchase Agreement, dated March 8, 2021, by and between the Company and Independence Sponsor LLC.
10.4    Administrative Services Agreement, dated March 8, 2021, by and between the Company and Independence Sponsor LLC
10.5    Letter Agreement, dated March 8, 2021, by and among the Company, its officers, directors, and Independence Sponsor LLC.
99.1    Press Release, dated March 8, 2021.


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.

 

   

INDEPENDENCE HOLDINGS CORP.

   

By:

 

/s/ John Lawrence Furlong

     

Name: John Lawrence Furlong

     

Title: Chief Executive Officer

Dated: March 12, 2021