Springwater Special Situations Corp. - FORM 8-K - August 30, 2021

Attached files

file filename
EX-99.1 - PRESS RELEASE - Springwater Special Situations Corp.ea146570ex99-1_spring.htm
EX-10.4 - FORM OF INDEMNIFICATION AGREEMENT - Springwater Special Situations Corp.ea146570ex10-4_spring.htm
EX-10.3 - ADMINISTRATIVE SERVICES AGREEMENT - Springwater Special Situations Corp.ea146570ex10-3_spring.htm
EX-10.2 - REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN SECURITY HOLDERS - Springwater Special Situations Corp.ea146570ex10-2_spring.htm
EX-10.1 - INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN THE COMPANY AND CONTINENTAL STOCK - Springwater Special Situations Corp.ea146570ex10-1_spring.htm
EX-4.1 - WARRANT AGREEMENT BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COM - Springwater Special Situations Corp.ea146570ex4-1_spring.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Springwater Special Situations Corp.ea146570ex3-1_spring.htm
EX-1.2 - BUSINESS COMBINATION MARKETING AGREEMENT - Springwater Special Situations Corp.ea146570ex1-2_spring.htm
EX-1.1 - UNDERWRITING AGREEMENT BETWEEN THE COMPANY AND EARLYBIRDCAPITAL INC., AS REPRESE - Springwater Special Situations Corp.ea146570ex1-1_spring.htm

 

 

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): August 25, 2021

 

SPRINGWATER SPECIAL SITUATIONS CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-40757   85-3501488
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

c/o Graubard Miller

405 Lexington Avenue, 11th Floor

New York, New York 10174

(Address of Principal Executive Offices) (Zip Code)

 

(212) 818-8800

(Registrant’s Telephone Number, Including Area Code)

 

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 (see General Instruction A.2. below):

 

☐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 common stock, $0.0001 par value, and one-half of one redeemable warrant   SWSSU   The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share   SWSS   The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share   SWSSW  

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 1.01. Entry into a Material Definitive Agreement.

 

On August 25, 2021, the Registration Statement on Form S-1 (SEC File No. 333-254088) (the “Registration Statement”) relating to the initial public offering of units of Springwater Special Situations Corp. (the “Company”) was declared effective.

 

On August 25, 2021 the Company entered into various agreements filed as exhibits to the Registration Statement. The Company also adopted an amended and restated certificate of incorporation. The material terms of such agreements and the amended and restated certificate of incorporation are fully described in the Company’s final prospectus, dated August 25, 2021 as filed with the SEC on August 26, 2021. This Current Report on Form 8-K is being filed solely to file such executed agreements and amended and restated certificate of incorporation.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
     
1.1   Underwriting Agreement between the Company and EarlyBirdCapital Inc., as representative of the underwriters.
     
1.2   Business Combination Marketing Agreement.
     
3.1   Amended and Restated Certificate of Incorporation.
     
4.1   Warrant Agreement between the Company and Continental Stock Transfer & Trust Company.
     
10.1   Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company.
     
10.2   Registration Rights Agreement between the Company and certain security holders.
     
10.3   Administrative Services Agreement.
     
10.4   Form of Indemnification Agreement.
     
99.1   Press Release.

 

1

 

 

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: August 30, 2021

 

  SPRINGWATER SPECIAL SITUATIONS CORP.
     
  By: /s/ Martin Gruschka
    Name: Martin Gruschka
    Title: Chief Executive Officer

 

 

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