Current Report Filing (8-k)
17 November 2022 - 8:07AM
Edgar (US Regulatory)
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2022-11-16
2022-11-16
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2022-11-16
2022-11-16
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2022-11-16
2022-11-16
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DHBC:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOfDollar11.50Member
2022-11-16
2022-11-16
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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): November 16, 2022
DHB Capital Corp.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40126 |
|
85-4335869 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
5 Brewster Street #2105
Glen Cove, NY 11542
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (646) 450-5664
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 share of Class A Common Stock and one-third of one Redeemable Warrant |
|
DHBCU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A Common Stock, par value $0.0001 per share |
|
DHBC |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
DHBCW |
|
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 x
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 November
16, 2022, DHB Capital Corp. (the “Company”) issued a promissory note (the “Note”) in the principal
amount of up to $1,000,000 to DHB Capital LLC (the “Sponsor”). The Note was issued in connection with advances the
Sponsor has made, and may make in the future, to the Company for working capital expenses. If the Company completes an initial business
combination (a “Business Combination”), the Company would repay the Note out of the proceeds of the trust account released
to the Company. Otherwise, the Note would be repaid only out of funds held outside the trust account. In the event that a Business Combination
does not close, the Company may use a portion of the working capital held outside the trust account to repay the Note but no proceeds
from the trust account would be used to repay the Note.
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.
The foregoing description is qualified in its entirety
by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
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.
Dated: November 16, 2022
| |
DHB Capital Corp. |
|
|
|
| |
By: |
/s/ Alex Binderow |
| |
|
Name: |
Alex Binderow |
| |
|
Title: |
Chief Executive Officer and President |
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