Aesther enters $60M backstop agreement with Vellar to support Ocean Biomedical merger

Ocean Biomedical, Inc.

Vellar to purchase up to 6M AEHA shares in open market for up to $60M to backstop merger redemptions.
Aesther will buy those shares on forward basis; prepayment equals redemption price per share.
Backstop matures 3 years after closing or earlier if VWAP drops below $4 for 30 of 45 consecutive trading days.
Vellar receives $12.408M from trust account for share consideration shares not subject to backstop.
Break-up fee of $1M plus expenses payable to Vellar if business combination fails under certain conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Ocean Biomedical, Inc. amended Backstop Agreement with Vellar Opportunity Fund SPV LLC – Series 3 valued at Vellar agrees to purchase up to 6,000,000 shares for up to $60,000,000; Aesther purchases on forward (effective 2023-02-10).

Action: amendment
Agreement: equity purchase
Counterparty: Vellar Opportunity Fund SPV LLC – Series 3
Value: Vellar agrees to purchase up to 6,000,000 shares for up to $60,000,000; Aesther purchases on forward
Effective: 2023-02-10

Exact text from the filing

Pursuant to the Backstop Agreement, Vellar has agreed to support the Transaction by purchasing up to 6,000,000 shares of Aesther Class A common stock in the open market for up to $60,000,000, including from other Aesther stockholders that elected to redeem and subsequently revoked their prior elections to redeem their shares, following the expiration of the Company’s redemption offer. Aesther has agreed to purchase those shares from Vellar on a forward basis. The purchase price payable by the Company will include a prepayment in the amount of the redemption price per share.

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Ocean Biomedical, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-23-004252

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