Item 1.01 Entry into a Material Definitive Agreement.
On April 13, 2022, Monument Circle Acquisition Corp. (the "Company") executed a
Promissory Note (the "Note") with Monument Circle Sponsor, LLC (the "Sponsor")
in the aggregate amount of up to $300,000 for the Company's working capital
needs. The Note is without interest and matures on the earlier of (i) the date
the winding up of the Company is effective or (ii) the date the Company
completes its initial business combination, and may be prepaid by the Company at
any time without premium or penalty. Draws under the Note may be made by the
Company upon five business days' notice to the Sponsor in amounts of at least
$10,000, and the Company expects to draw substantially the full amount of the
Note. Events of default under the Note consist of the failure to timely repay
the Note at maturity, as well as voluntary or involuntary bankruptcy,
reorganization, insolvency or similar actions. The Sponsor retains the right but
not the obligation to convert some or all of the unpaid principal under the Note
into warrants exercisable for one share of Class A common stock of the Company
at a rate of one warrant for every one dollar of principal converted. These
warrants are identical to the warrants issued to the Sponsor in the private
placement that occurred upon consummation of the Company's initial public
offering. The warrants are also entitled to demand and piggyback registration
under terms consistent with the Registration Rights Agreement between the
Company and the parties thereto, dated January 13, 2021. In the Note, the
Sponsor affirmatively waives any claims against the Company's trust account.
The foregoing summary is qualified by reference to the Note, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Reference is made to the disclosure under Item 1.01 above which is incorporated
in this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Promissory Note from Monument Circle Acquisition Corp and Monument
Circle Sponsor, LLC, dated April 13, 2022.
Cover Page Interactive Date File (embedded within the Inline XBRL
104 document).
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