| Item 1.01. |
Entry into a Material Definitive Agreement.
|
On March 29, 2023, Home Plate Acquisition Corporation (the “Company”) and Home Plate Sponsor LLC (the “Sponsor”), the sponsor of the Company, entered into a
non-redemption agreement (“Non-Redemption Agreement”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 2,049,999 shares of Class A common stock, par value $0.0001 per share, of the Company sold in its initial public offering (“Non-Redeemed Shares”) at the special meeting called by the Company (the “Special Meeting”) to, among other
things, approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to extend the date by which the Company must consummate an initial business combination (such proposed Charter amendment, as proposed to
be considered and voted upon at the Special Meeting, the “Extension Amendment”) for up to six additional months until as late as October 4, 2023 (such proposal, the “Extension Amendment Proposal”). In exchange for the foregoing commitments not to
redeem such shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 410,000 shares of the Company’s Class A common stock held by the Sponsor immediately following consummation of an initial business combination
if such third party or third parties continue to hold such Non-Redeemed Shares as of 5:00 P.M., New York Time, on
the date of the Special Meeting. The Non-Redemption Agreement is not expected to increase the likelihood that the Extension Amendment Proposal is approved by Company’s stockholders. The foregoing summary of the Non-Redemption Agreement does
not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed with this Current Report on Form 8-K as Exhibit 10.1 and
incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (the “Report”) includes forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to
differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings with the Securities
and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies
of the Company’s stockholders in connection with the approval of the Extension Amendment Proposal. Investors and security holders may obtain more detailed information regarding the names and interests of the Company’s directors and officers in the
definitive proxy statement dated March 13, 2023 (the “Proxy Statement”), which may be obtained free of charge from the sources indicated below.
No Offer or Solicitation
This Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor
shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional Information and Where to Find It
The Company urges investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because
these documents will contain important information about the Company and the Extension Amendment Proposal. Shareholders may obtain copies of the Proxy Statement without charge at the SEC’s website at www.sec.gov, or by directing a request to: Home
Plate Acquisition Corporation, P.O. Box 1314, New York, NY 10028.