Item 1.01. Entry into a Material Definitive Agreement.
On May 1, 2023, Better World Acquisition Corp., a Delaware corporation ("Better
World"), Heritage Distilling Holding Company, Inc., a Delaware corporation
(together with its successors, "Heritage"), and certain other parties entered
into that certain Amendment No. 1 to Business Combination Agreement (the
"Amendment"). The Amendment amends certain provisions of that certain Business
Combination Agreement, dated as of December 9, 2022 (as amended by the Amendment
and as may be further amended, restated and/or supplemented in accordance with
its terms, the "Agreement"), by and among Better World, Heritage, Heritage
Distilling Group, Inc. (formerly known as HDH Newco, Inc.), a Delaware
corporation and a wholly-owned subsidiary of Better World ("Pubco" ), BWA Merger
Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco, HD
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco,
BWA Holdings LLC, a Delaware limited liability company, in the capacity as the
representative for the stockholders of Heritage and Pubco (other than the former
Heritage stockholders), and Justin Stiefel, in the capacity as the
representative for certain security holders of Heritage, for a proposed business
combination among the parties (the "Transaction"). Capitalized terms used and
not otherwise defined in this Current Report on Form 8-K have the meanings given
to them in the Agreement.
The Amendment amends the Agreement to provide for the treatment in the
Transaction of the Unsecured Convertible Promissory Notes issued by Heritage
between March 8, 2023 and April 1, 2023 in an aggregate invested amount equal to
$1,830,000 (not including original issue discount and other fees included in the
principal amount thereof). Pursuant to the Amendment, Better World and Heritage
also agreed that Heritage would be permitted to issue up to an aggregate
invested amount of $4,000,000 (not including original issue discount and other
fees included in the principal amount thereof) of additional unsecured
convertible promissory notes from time to time prior to the Closing, in each
case, upon such terms as Heritage and Better World mutually agree prior to any
such issuance.
Other than as expressly modified pursuant to the Amendment, the Agreement, which
was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by
Better World with the Securities and Exchange Commission (the "SEC") on December
15, 2022, remains in full force and effect. The foregoing description of the
Amendment does not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Amendment, a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein
by reference.
Cautionary Note Regarding Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K are not
historical facts, but are forward-looking statements. Forward-looking statements
generally are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"future," "outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements include, but are not limited to, statements
regarding estimates and forecasts of other performance metrics and projections
of market opportunity. These statements are based on various assumptions,
whether or not identified in this Current Report on Form 8-K and on the current
expectations of Better World's and Heritage's respective management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Better World and Heritage.
Some important factors that could cause actual results to differ materially from
those in any forward-looking statements could include, without limitation,
changes in business, market, financial, political and legal conditions.
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These forward-looking statements are subject to a number of risks and
uncertainties, including, without limitation, the inability of the parties to
successfully or timely consummate the Transaction; the failure to realize the
anticipated benefits of the Transaction; the ability of Better World prior to
the Transaction, and Pubco following completion of the Transaction, to maintain
(in the case of Better World) and to obtain and maintain (in the case of Pubco)
the listing of Better World's shares prior to the Transaction, and, following
the Transaction, Pubco's shares, on the Nasdaq Capital Market; costs related to
the Transaction; the failure to satisfy the conditions to the consummation of
the Transaction, including the approval of the Agreement by the stockholders of
Better World, the risk that the Transaction may not be completed by the stated
deadline and the potential failure to obtain an extension of the stated
deadline; the inability to complete a transaction financing; the outcome of any
legal proceedings that may be instituted against Better World or Heritage
related to the Transaction; the attraction and retention of qualified directors,
officers, employees and key personnel of Better World and Heritage prior to the
Transaction, and Pubco following the Transaction; the ability of Pubco to
compete effectively in a highly competitive market; the ability to protect and
enhance Heritage's corporate reputation and brand; the impact from future
regulatory, judicial, and legislative changes in Heritage's industry; the
uncertain effects of the COVID-19 pandemic or other public health matters;
competition from larger companies that have greater resources, technology,
relationships and/or expertise; the future financial performance of Pubco
following the Transaction, including the ability of future revenues to meet
projected annual projections; the ability of Pubco to forecast and maintain an
adequate rate of revenue growth and appropriately plan its expenses; Pubco's
ability to manage a complex set of marketing relationships and realize projected
revenues from subscriptions, advertisements, product sales and/or services;
Heritage's ability to execute its business plans and strategy; Pubco's ability
to secure the attention and focus of its distributor and retailer buyers to
support the level of growth anticipated in Pubco's business plans; Pubco's
ability to negotiate terms with Native American tribes in accordance with
Pubco's business plans; the potential difficulty of enforcing certain provisions
in agreements with Native American tribes due to their sovereign status; the
ability to ensure product consistency, quality control and presentation of the
Heritage brand and products in locations owned by third parties; the length of
time required to receive approval from Native American tribes, various related
entities and federal regulators with regulatory oversight of the federal-tribal
relationship; and those factors set forth in documents of Better World or Pubco
filed, or to be filed, with the SEC. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the "Risk Factors"
section of the registration statement on Form S-4 and related proxy
statement/prospectus and other documents filed by Better World or Pubco from
time to time with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. The foregoing
list of risks is not exhaustive.
If any of these risks materialize or the underlying assumptions prove incorrect,
actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither Better
World nor Heritage presently know or that Better World or Heritage currently
believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking
statements reflect Better World's and Heritage's current expectations, plans and
forecasts of future events and views as of the date of this Current Report on
Form 8-K. Nothing herein should be regarded as a representation by any person
that the forward-looking statements set forth herein will be achieved or that
any of the contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking statements in
this Current Report on Form 8-K, which speak only as of the date they are made
and are qualified in their entirety by reference to the cautionary statements
herein and the risk factors of Better World and Heritage described above. Better
World and Heritage anticipate that subsequent events and developments will cause
their assessments to change. However, while Better World and Heritage may elect
to update these forward-looking statements at some point in the future, they
each specifically disclaim any obligation to do so, except as may be required by
law. These forward-looking statements should not be relied upon as representing
Better World's or Heritage's assessments as of any date subsequent to the date
of this Current Report on Form 8-K. Accordingly, undue reliance should not be
placed upon any forward-looking statements.
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Participants in the Solicitation
Better World and Heritage and their respective directors and executive officers
may be considered participants in the solicitation of proxies with respect to
the proposed transaction described in this Current Report on Form 8-K under the
rules of the SEC. Information about the directors and executive officers of
Better World is set forth in its Annual Report on Form 10-K for the year ended
December 31, 2022, filed with the SEC on March 31, 2023, and is available free
of charge at the SEC's website at www.sec.gov or by directing a request to:
Better World Acquisition Corp., 775 Park Avenue, New York, New York 10021.
Information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the Better World stockholders in connection
with the proposed Transaction is set forth in the registration statement on Form
S-4 containing a proxy statement/prospectus filed by Pubco with the SEC with
respect to the proposed Transaction. These documents can be obtained free of
charge from the sources indicated herein.
Information About the Transaction and Where to Find It
This Current Report on Form 8-K relates to the proposed Transaction between
Better World and Heritage. This Current Report on Form 8-K does not constitute
an offer to sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. In connection with the Transaction described herein, Better World
and Pubco have filed relevant materials with the SEC, including a registration
statement on Form S-4 initially filed by Pubco with the SEC on February 14,
2023, which includes a preliminary proxy statement/prospectus. Security holders
are encouraged to carefully review such information, including the risk factors
and other disclosures therein. The definitive proxy statement/prospectus will be
sent to all stockholders of Better World. Better World and Pubco will also file
other documents regarding the proposed Transaction with the SEC. Before making
any voting or investment decision, investors and security holders of Better
World are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed Transaction as they become
available because they will contain important information about the proposed
Transaction.
Non-Solicitation
This Current Report on Form 8-K does not constitute, and should not be construed
to be, a proxy statement or the solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the proposed
business combination described herein and shall not constitute an offer to sell
or a solicitation of an offer to buy any securities nor shall there be any sale
of securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of the U.S.
Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
2.1 Amendment No. 1 to Business Combination Agreement, dated as of May 1,
2023, by and among Better World Acquisition Corp., Heritage Distilling
Holding Company, Inc., Heritage Distilling Group, Inc. (formerly known
as HDH Newco, Inc.), BWA Merger Sub, Inc., HD Merger Sub, Inc., BWA
Holdings LLC, in the capacity of SPAC Representative, and Justin
Stiefel, in the capacity of Holder Representative.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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