Item 1.01. Entry into a Material Definitive Agreement.
On June 10, 2021, the Registration Statement on Form S-1 (File No. 333-253541)
(the "Registration Statement") relating to the initial public offering (the
"IPO") of JAWS Hurricane Acquisition Corporation (the "Company") was declared
effective by the U.S. Securities and Exchange Commission, and on June 10, 2021,
the Company subsequently filed a registration statement on Form S-1 (File No.
333-257004) pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, which was effective immediately upon filing. On June 15, 2021, the
Company consummated the IPO of 31,625,000 units (the "Units"), which included
the exercise of the underwriter's option to purchase an additional 4,125,000
Units at the initial public offering price to cover over-allotments. Each Unit
consists of one share of Class A common stock, $0.0001 par value per share (the
"Class A Common Stock"), and one-fourth of one warrant (the "Public Warrants"),
each whole Public Warrant entitling the holder thereof to purchase one share of
Class A Common Stock at an exercise price of $11.50 per share. The Units were
sold at an offering price of $10.00 per Unit, generating gross proceeds of
$316,250,000. Further, in connection with the IPO, the Company entered into the
following agreements, forms of which were previously filed as exhibits to the
? an Underwriting Agreement, dated June 10, 2021, by and among the Company,
Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC (the
"Underwriters"), which contains customary representations and warranties and
indemnification of the Underwriters by the Company;
? a Private Placement Warrants Purchase Agreement, dated June 10, 2021, between
the Company and Hurricane Sponsor LLC (the "Sponsor"), pursuant to which the
Sponsor purchased an aggregate of 4,162,500, each exercisable to purchase one
share of Class A Common Stock at $11.50 per share, at a price of $2.00 per
warrant (the "Private Placement Warrants");
? a Warrant Agreement, dated June 15, 2021, between the Company and Continental
Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"),
which sets forth the expiration and exercise price of and procedure for
exercising the warrants; certain adjustment features of the terms of exercise;
provisions relating to redemption and cashless exercise of the Warrants;
certain registration rights of the holders of Warrants; provision for
amendments to the Warrant Agreement; and indemnification of the warrant agent
by the Company under the agreement;
? an Investment Management Trust Agreement, dated June 15, 2021, between the
Company and Continental Stock Transfer & Trust Company, as trustee, which
establishes the trust account that will hold the net proceeds of the IPO and
certain of the proceeds of the sale of the Private Placement Warrants, and sets
forth the responsibilities of the trustee; the procedures for withdrawal and
direction of funds from the trust account; and indemnification of the trustee
by the Company under the agreement;
? a Registration and Stockholder Rights Agreement, dated June 15, 2021, among the
Company, the Sponsor and certain equityholders of the Company (collectively,
the "Holders"), which provides for customary demand and piggy-back registration
rights for the Holders, as well as certain transfer restrictions applicable to
the Holders with respect to the Company's securities and, upon consummation of
the Company's initial business combination, the right of the Sponsor to
nominate three individuals for election to the Company's board of directors;
? a Letter Agreement, dated June 10, 2021, among the Company, the Sponsor and
each of the officers and directors of the Company, pursuant to which the
Sponsor and each officer and director of the Company has agreed to vote any
shares of Class A Common Stock held by him or her in favor of the Company's
initial business combination; to facilitate the liquidation and winding up of
the Company if an initial business combination is not consummated within 24
months; to certain transfer restrictions with respect to the Company's
securities; and to certain indemnification obligations of the Sponsor; and
pursuant to which the Company has agreed not to enter into a definitive
agreement regarding an initial business combination without the prior consent
of the Sponsor; and
? an Administrative Services Agreement, dated June 10, 2021, by and between the
Company and the Sponsor, pursuant to which the Sponsor has agreed to make
available office space, secretarial and administrative services, as may be
required by the Company from time to time, for $10,000 per month until the
Company's initial business combination or liquidation.
The above descriptions are qualified in their entirety by reference to the full
text of the applicable agreement, each of which is incorporated by reference
herein and filed herewith as Exhibits 1.1, 10.1, 4.1, 10.2, 10.3, 10.4 and 10.5,
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneous with the consummation of the IPO and the issuance and sale of the
Units, pursuant to the Private Placement Warrants Purchase Agreement, the
Company completed the private sale of an aggregate of 4,162,500 Private
Placement Warrants at a price of $2.00 per Private Placement Warrant, generating
total proceeds of $8,325,000 (the "Private Placement"). The Private Placement
Warrants, which were purchased by the Sponsor, are substantially similar to the
Public Warrants, except that if held by the Sponsor or its respective permitted
transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are
not subject to being called for redemption under certain redemption scenarios
and (iii) subject to certain limited exceptions, will be subject to transfer
restrictions until 30 days following the consummation of the Company's initial
business combination. If the Private Placement Warrants are held by holders
other than the Sponsor or its respective permitted transferees, the Private
Placement Warrants will be redeemable by the Company under all redemption
scenarios and exercisable by holders on the same basis as the Public Warrants.
The Private Placement Warrants have been issued pursuant to, and are governed
by, the Warrant Agreement.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
On June 10, 2021, the Company adopted its Amended and Restated Certificate of
Incorporation. The Amended and Restated Certificate of Incorporation is filed
herewith as Exhibit 3.1 and is incorporated by reference herein.
On June 10, 2021, the Company adopted its Amended and Restated Bylaws. The
Amended and Restated Bylaws are attached hereto as Exhibit 3.2.
Item 8.01. Other Events.
A total of $316,250,000 of the net proceeds from the IPO and the Private
Placement (which includes $11,068,750 of the underwriters' deferred discount)
was placed in a U.S.-based trust account with Continental Stock Transfer & Trust
Company acting as trustee. Except with respect to interest earned on the funds
held in the trust account that may be released to the Company to pay its tax
obligations, the funds held in the trust account will not be released from the
trust account until the earliest of: (a) the completion of the Company's initial
business combination; (b) the redemption of any public shares properly tendered
in connection with a stockholder vote to amend the Company's Amended and
Restated Certificate of Incorporation (i) to modify the substance or timing of
the Company's obligation to provide holders of the Class A common stock the
right to have their shares redeemed in connection with the Company's initial
business combination or to redeem 100% of our public shares if the Company does
not complete its initial business combination within 24 months from the closing
of the IPO or (ii) with respect to any other provisions relating to
stockholders' rights; and (c) the redemption of all of the public shares if the
Company has not completed its initial business combination within 24 months from
the closing of the IPO, subject to applicable law.
On June 10, 2021, the Company issued a press release announcing the pricing of
the IPO, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement among the Company, Credit Suisse Securities
(USA) LLC and J.P. Morgan Securities LLC.
3.1 Amended and Restated Certificate of Incorporation.
3.2 Amended and Restated Bylaws.
4.1 Warrant Agreement between Continental Stock Transfer & Trust Company
and the Company.
10.1 Private Placement Warrants Purchase Agreement between the Company and
Hurricane Sponsor LLC.
10.2 Investment Management Trust Agreement between Continental Stock
Transfer & Trust Company and the Company.
10.3 Registration and Stockholder Rights Agreement among the Company,
Hurricane Sponsor LLC and certain equityholders of the Company.
10.4 Letter Agreement among the Company and Hurricane Sponsor LLC and the
officers and directors of the Company.
10.5 Administrative Services Agreement between the Company and Hurricane
99.1 Press Release, dated June 10, 2021.
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