Item 1.01 Entry into a Material Definitive Agreement
The disclosure set forth below in Item 5.02 of this Current Report on Form 8-K
with respect to the director offer letters and the compensation agreements is
incorporated by reference in this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective June 26, 2022, the board of directors (the "Board") of E.Merge
Technology Acquisition Corp. (the "Company" ) approved an increase in the size
of the Board from five (5) directors to seven (7) directors and elected Benjamin
Reitzes and Morgan Hermand as members of the Board to fill the vacancies created
by the increase. The Board determined that each of Benjamin Reitzes and Morgan
Hermand is an "independent director" as defined in the Nasdaq listing standards
and applicable rules of the Securities and Exchange Commission.
Benjamin Reitzes, 49, has served as the Chief Executive Officer of BAR
Consulting Inc., a financial consulting firm, since March 2022, where he helps
leading technology companies optimize growth strategies and position themselves
for success, leveraging his operating experience and expertise in capital
markets, mergers and acquisitions ("M&A") and fundraising. From March 2021 to
December 2021, he also served as Chief Growth Officer at HumanCo, a leading
wellness platform, where he focused on M&A and new ventures. Before HumanCo,
Mr. Reitzes spent nearly 6 years as an Investment Banker and Managing Director
at Moelis & Company providing strategic advice to clients in the technology
advisory business from June 2015 to February 2021. Prior to that, Mr. Reitzes
was a top ranked technology Equity Research analyst and Managing Director at
Lehman Brothers and Barclays from 2008 to 2015. Mr. Reitzes also served in a
similar capacity as a Managing Director in Equity Research at UBS from 2000 to
2008 after its acquisition of PaineWebber, where he was Senior Vice President in
Research from 1995-2000. Mr. Reitzes leverages 28 years of distinguished
experience in senior M&A, research, and finance roles. Mr. Reitzes received his
Bachelor of Science degree with a focus on Economics from Vanderbilt University.
Morgan Hermand, 40, founded Adore Me Inc. ("Adore Me") in 2010, an e-commerce
company, and served as its Chief Executive Officer since then. Prior to founding
Adore Me, Mr. Hermand spent three years working at McKinsey & Company across
Asia and Europe from 2005 to 2008. Mr. Hermand received his Master of Science in
Mathematics and Computer Science from Mines ParisTech in 2005 and received his
Master of Business Administration from Harvard Business School in 2010.
Other than as disclosed herein, there are no arrangements or understandings
between Messrs. Reitzes and Hermand, and any other person pursuant to which
Messrs. Reitzes and Hermand were selected as directors of the Company. There are
no family relationships between Messrs. Reitzes and Hermand and any of the
Company's other directors or executive officers, or persons nominated or chosen
by the Company to become an executive officer or director of the Company.
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Other than as disclosed herein, there are no transactions between the Company
and Messrs. Reitzes and Hermand that are subject to disclosure under Item 404(a)
of Regulation S-K.
Pursuant to certain director offer letters (the "Director Offer Letters") and
compensation agreements (the "Compensation Agreements") entered into among the
Company, E.Merge Technology Sponsor LLC (the "Sponsor") and each of Messrs.
Reitzes and Hermand, dated May 1, 2022 and June 22, 2022, respectively, the
Company agreed to grant each of Mr. Reitzes and Mr. Hermand 12,500 shares of the
Company's Class A common stock contingent upon the closing of the Company's
initial business combination (the "Equity Grant") and shall use commercially
reasonable efforts to file a registration statement covering the shares of
Class A common stock included in the Equity Grant within fifteen (15) business
days and cause it to be declared effective within 60 days following the filing
deadline. If the Company fails to complete an initial business combination, it
would make a one-time guaranteed cash payment of $125,000 to each of Messrs.
Reitzes and Hermand immediately prior to the dissolution of the Company (the
"Cash Payment"). The Cash Payment was guaranteed by the Sponsor. The foregoing
description of the director offer letters and the compensation agreements, is
not complete and is subject to and qualified in its entirety by reference to the
director offer letters and the compensation agreements, copies of which are
filed with this Current Report on Form 8-K, and the terms of which are
incorporated by reference herein.
In connection with the appointments, Messrs. Reitzes and Hermand have agreed to
become parties to certain letter agreement, dated July 30, 2020, by and among
the Company, the Company's directors and officers, and other certain securities
holders (the "Letter Agreement") and entered into joinders to the Letter
Agreement and an indemnity agreement with the Company on June 26, 2022.
Notwithstanding, Messrs. Reitzes and Hermand are not subject to certain
covenants that restrict their ability to become officers of other special
purposes acquisition companies, so that their independence as directors can be
enhanced.
Item 8.01. Other Events.
On June 29, 2022, the Company issued a press release announcing the appointment
of Messrs. Reitzes and Hermand, 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.
Exhibit
Number Description
10.1 Director Offer Letter, dated June 27, 2022, by and between the
Registrant and Benjamin Reitzes.
10.2 Director Offer Letter, dated June 27, 2022, by and between the
Registrant and Morgan Hermand.
10.3 Compensation Agreement, dated May 1, 2022, by and between the
Registrant and Benjamin Reitzes.
10.4 Compensation Agreement, dated June 22, 2022, by and between the
Registrant and Morgan Hermand.
10.5 Joinder Insider Letter Agreement, dated June 26, 2022, by and
between the Registrant and Benjamin Reitzes and Morgan Hermand
99.1 Press Release, dated June 29, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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