Item 1.01. Entry into a Material Definitive Agreement.
The disclosure contained in Item 2.03 is incorporated by reference in this Item
1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On December 19, 2022, JAWS Hurricane Acquisition Corporation (the "Company")
issued an unsecured promissory note (the "Note") in the principal amount of
$500,000 to Hurricane Sponsor LLC (the "Sponsor"). The Note does not bear
interest and is repayable in full upon consummation of the Company's initial
business combination (a "Business Combination"). If the Company does not
complete a Business Combination, the Note shall not be repaid and all amounts
owed under it will be forgiven. Upon the consummation of a Business Combination,
the Sponsor shall have the option, but not the obligation, to convert the
principal balance of the Note, in whole or in part, into private placement
warrants (as defined in that certain Warrant Agreement, dated June 15, 2021, by
and between the Company and Continental Stock Transfer & Trust Company), at a
price of $2.00 per private placement warrant. The Note is subject to customary
events of default, the occurrence of which automatically trigger the unpaid
principal balance of the Note and all other sums payable with regard to the Note
becoming immediately due and payable.
The Note was issued pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The disclosure set forth in this Item 2.03 is
intended to be a summary only and is qualified in its entirety by reference to
the Note.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are provided as part of this Form 8-K:
Exhibit No. Description
10.1 Promissory Note, dated December 19, 2022, issued by JAWS Hurricane
Acquisition Corporation to Hurricane Sponsor LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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