Article 1.01. Signing of an important definitive agreement
Upon completion of the transactions contemplated by the Merger Agreement (the âClosingâ), Merger Sub I will merge with and into Digit (the âFirst Mergerâ), and upon completion of the First Merger, Merger Sub I will cease to operate. exist, and Digit will become a wholly owned subsidiary of the Company. As part of the same overall operation, shortly after the First Merger, the surviving company of the First Merger (the “
Pursuant to the terms and subject to the conditions set out in the Merger Agreement, including customary purchase price adjustments, the total consideration payable in exchange for all outstanding interests of Digit pursuant to the Merger Agreement is d ‘about
The Merger Agreement contains the usual representations, warranties and commitments of the Company, Digit and the Merger Subs.
Closing of Mergers is subject to customary closing conditions, including, inter alia, (i) adoption of the Merger Agreement and approval of Mergers in accordance with
The Merger Agreement may be terminated (i) by mutual agreement between the Company and Digit, (ii) by the Company, if the shareholders of Digit do not adopt the Merger Agreement and do not approve the Merger within two (2) hours following completion of the Merger. Agreement, (iii) by the Company or Digit, if the closing of the Merger has not taken place on or before
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 attached and is incorporated herein by reference. The Merger Agreement has been included to provide investors and securityholders with information regarding its terms. It is not intended to provide other factual information about
The information disclosed in Section 8.01 of this current report on Form 8-K is hereby incorporated by reference in this Section 1.01.
Article 3.02. Unrecorded sales of
The information disclosed in Section 8.01 of this current report on Form 8-K is hereby incorporated by reference in this Section 3.02.
Article 8.01. Other events
The Company announced that it had obtained a commitment to finance the Cash Counterparty, through a financing facility secured by the residual cash flows of its securitizations.
The Company has announced that it will host an investor conference call and webcast on Investor.oportun.com on
This current report on Form 8-K may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding opportunities, conditions, timing , the completion and effects of the proposed acquisition of Digit. These forward-looking statements often contain words such as “assume”, “will”, “anticipate”, “believe”, “predict”, “plan”, “potential”, “consider”, “plan”, “anticipate”, ” estimate “,” expect “,” intend “,” aim “,” may “,” should “,” should “,” could “,” aim “,” seek “,” hope “,” aim “,” continue “and other similar words or expressions or their negative or other variations thereof. Statements regarding future events are based on the current expectations of the parties and are necessarily subject to associated risks relating to, among other things, closing conditions which may not be met or canceled in a timely manner or not at all, including the fact that a government entity may prohibit, delay or refuse to grant a regulatory approval or that regulatory approval is obtained subject to conditions that are not anticipated, the potential impact on the business of the Company or the relations of the Company with clients or partners due to the announcement of the acquisition, the occurrence of any event, change or other circumstance that could result in the termination of the Merger Agreement, and general economic conditions, many of which escape to the control of the Company and Digit. Therefore, actual results may differ materially and adversely from those expressed in forward-looking statements. For more information on other related risks, see the âRisk Factorsâ section of the Company’s most recent annual reports on Form 10-K and Quarterly Reports on Form 10-Q. The forward-looking statements included herein are made only as of the date hereof, and the Company assumes no obligation to revise or update any forward-looking statements for any reason.
Article 9.01. Financial statements and supporting documents
(d) Exhibits Exhibit Number Agreement and Plan of Reorganization, dated as of November 15, 2021, by and among Oportun Financial Corporation, Yosemite Merger Acquisition Corp., Yosemite Acquisition Sub, LLC, Hello Digit, 2.1 Inc. and Shareholder Representative Services LLC * 99.1 Press Release dated November 16 , 2021 99.2 Investor Presentation 99.3 Company Blog Post Cover Page Interactive Data File embedded within the Inline XBRL 104 document
* Annexes and exhibits have been omitted in accordance with Article 601 (b) (2) of Regulation SK. The declarant undertakes to provide in addition to the
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