| Item 1.01 | Entry into a Material Definitive Agreement. |
Sponsor Support Agreement
On June 24, 2020, Crescent Acquisition Corp, a Delaware corporation (the “Company”), in connection with its proposed business combination (the “Business Combination”) with F45 Training Holdings Inc., a Delaware corporation (“F45”), entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among the Company, F45, CFI Sponsor LLC, a Delaware limited liability company and the sponsor of the Company (the “Sponsor”), and each of the parties set forth on Schedule A therein (each such person and the Sponsor, a “Supporting Party”). Pursuant to the Sponsor Support Agreement, each Supporting Party agrees to, among other things, certain restrictions on the transfer of Company securities owned or beneficially owned by such Supporting Party or acquired thereafter, vote Company securities owned or beneficially owned by such Supporting Party in favor of the approval of the Business Combination and other proposals related to the Business Combination, refrain from redeeming Company securities owned or beneficially owned by such Supporting Party and waive certain other rights associated with the ownership or beneficial ownership of Company securities by such Supporting Party. The Sponsor also agrees to, upon the closing of the Business Combination, subject some of the Company securities owned by it to a five yearlock-up period during which the transfer of such securities will be restricted, with such restrictions subject to release during the lock-up period if the price of Class A common stock of the Company, par value $0.0001 per share, trading on the Nasdaq Stock Market exceeds certain thresholds. Any securities subject to and not released during the lock-up period will be forfeited.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Additional Information about the Transaction and Where to Find It
This Current Report on Form8-K (this “Current Report”) relates to the Business Combination between F45 and the Company and may be deemed to be solicitation material in respect of the Business Combination. The Business Combination will be submitted to the stockholders of the Company their approval. In connection with the Company’s stockholder vote on the Business Combination, the Company will file a proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”). This Current Report is not a substitute for the proxy statement that the Company will file with the SEC or any other documents that the Company may file with the SEC or send to its stockholders in connection with the Business Combination. When completed, the Company will mail a definitive proxy statement to its stockholders in connection with the Company’s solicitation of proxies for the special meeting of the Company’s stockholders to be held to approve the Business Combination. This presentation does not contain all the information that should be considered concerning the Business Combination, including relevant risk factors that may be included in the proxy statement. It is not intended to provide the basis for any investment decision or any other decision in respect to the Business Combination. The Company’s stockholders and other interested persons are urged to read, when available, the Company’s preliminary proxy statement, the definitive proxy statement and any other relevant documents that are filed or furnished or will be filed or will be furnished with the SEC, as well as any amendments or supplements to these documents, carefully and in their entirety before making any voting or investment decision with respect to the Business Combination, as these materials will contain important information about the Company, related matters and the parties to the Company. A copy of the definitive proxy statement will be sent when available to all stockholders of record of the Company seeking the required stockholder approvals. Investors and stockholders can obtain free copies of the preliminary proxy statement once it is available and other documents filed with the SEC by the Company through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the preliminary proxy statement once it is available from the Company by accessing the Company’s website at https://www.crescentspac.com.
