Current Report Filing (8-k)
19 May 2023 - 7:01AM
Edgar (US Regulatory)
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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):
May 18, 2023 (May 18, 2023)
Better World Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware |
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001-39698 |
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85-2448447 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
775 Park Avenue
New York, New York 10021
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 450-9700
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Units, each consisting of one share of Common Stock and one Redeemable Warrant |
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BWACU |
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The Nasdaq Stock Market LLC |
Common Stock, par value $0.0001 per share |
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BWAC |
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The Nasdaq Stock Market LLC |
Warrants, each exercisable for one share of Common Stock for $11.50 per share |
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BWACW |
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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 1.02. Termination of a Material Definitive Agreement.
As previously disclosed on
December 9, 2022, Better World Acquisition Corp., a Delaware corporation (“Better World”), entered into that certain
Business Combination Agreement, dated as of December 9, 2022 (as amended, the “Business Combination Agreement”), by
and among Better World, Heritage Distilling Holding Company, Inc., a Delaware corporation (together
with its successors, “Heritage”), Heritage Distilling Group, Inc. (formerly known as HDH Newco, Inc.), a Delaware corporation
and a wholly-owned subsidiary of Better World (“Pubco” ), BWA Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Pubco, HD Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco, BWA Holdings LLC, a Delaware
limited liability company, in the capacity as the representative for the stockholders of Heritage and Pubco (other than the former Heritage
stockholders), and Justin Stiefel, in the capacity as the representative for certain security holders of Heritage, for a proposed business
combination among the parties.
On May 18, 2023, Better World
notified Heritage that Better World was electing to terminate the Business Combination Agreement pursuant to Section 8.1(b) thereof, effective
as of the date of such notice (the “Termination”). As a result of the Termination, the Business Combination Agreement
is of no further force and effect, with the exception of the specified provisions in Section 8.2 of the Business Combination Agreement,
which shall survive the termination of the Business Combination Agreement and remain in full force and effect in accordance with their
respective terms.
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.
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Better World Acquisition Corp. |
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Dated: May 18, 2023 |
By: |
/s/ Peter S.H. Grubstein |
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Name: |
Peter S.H. Grubstein |
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Title: |
Chief Financial Officer |
2
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