UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On February 28, 2023, Freedom Acquisition I Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the amount of up to $2,100,000 to Freedom Acquisition I LLC (the “Payee”). The proceeds of the Note, $1,600,000 of which shall be drawn down on or about the date thereof, $400,000 of which may be drawn down, with the mutual consent of the Company and the Payee, in accordance with the schedule set forth therein if the Company wishes to extend the date by which it will consummate a business combination beyond June 2, 2023, and $100,000 of which may be drawn down on an as-needed basis at the discretion of the Payee, will be used for general working capital purposes.
The Note bears no interest and is payable in full upon the consummation of the Company’s business combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Note may be accelerated. The Note shall be forgiven by the Payee if the Company is unable to consummate a business combination within the time frame specified in the Company’s amended and restated memorandum and articles of association (as amended from time to time), except to the extent of any funds held outside of the trust account established in connection with the Company’s initial public offering.
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.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Promissory Note dated February 28, 2023, issued by Freedom Acquisition I Corp. to Freedom Acquisition I LLC | |
| 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.
| FREEDOM ACQUISITION I CORP. | ||||||
| Date: March 2, 2023 | By: | /s/ Adam Gishen | ||||
| Name: Adam Gishen | ||||||
| Title: Chief Executive Officer | ||||||