Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10.2 - Qell Acquisition Corp | tm215216d1_ex10-2.htm |
| EX-10.1 - EXHIBIT 10.1 - Qell Acquisition Corp | tm215216d1_ex10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2021
Qell Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39571 | 98-1554553 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
|
505 Montgomery Street, Suite 1100 San Francisco, CA 94111 |
94111 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (415) 874-3000
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 Class A ordinary share, $0.0001 par value, and one-third of a redeemable Warrant to acquire one Class A ordinary share | QELLU | Nasdaq Capital Market | ||
| Class A ordinary share, par value $0.0001 per share | QELL | Nasdaq Capital Market | ||
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | QELLW | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 January 28, 2021, Qell Acquisition Corp. (the “Company”) entered into an Administrative Services Agreement with Qell Operational Holdings LLC (“Holdings”), an affiliate of Qell Partners LLC (the “Sponsor”), pursuant to which Holdings will provide certain administrative services to the Company and the Company will reimburse Holdings up to $50,000 a month, subject to adjustment in accordance with the terms of the agreement. In connection therewith, the Company terminated the Administrative Services Agreement between the Company and the Sponsor dated October 1, 2020.
The Company also entered into an amended and restated letter agreement dated January 28, 2021 between the Company and Sponsor, which amends and restates the prior letter agreement between the parties dated October 1, 2020.
The description of the foregoing is qualified in its entirety by reference to the agreements filed as exhibits 10.1 and 10.2 herewith.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Administrative Services Agreement between the Company and Holdings. | |
| 10.2 | Amended and Restated Letter Agreement between the Company and Sponsor. |
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: February 2, 2021
| Qell Acquisition Corp. | ||
| By: | /s/ Barry Engle | |
| Name: | Barry Engle | |
| Title: | Chief Executive Officer | |