Statistiche di base
| CIK | 1826435 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Silver Spike Acquisition Corp II - Class A
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40182 SILVER SPIKE ACQUISITION CORP II (Exact name of registrant as spec |
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| March 14, 2023 |
Silver Spike Acquisition Corp II Announces Redemption of Class A Ordinary Shares Exhibit 99.1 FOR IMMEDIATE RELEASE Silver Spike Acquisition Corp II Announces Redemption of Class A Ordinary Shares New York, NY – March 13, 2023 – Silver Spike Acquisition Corp II (the “Company”) today announced that it will redeem all of its outstanding Class A ordinary shares (the “Class A Ordinary Shares”), effective as of March 27, 2023, because the Company will not consummate an initial busi |
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| March 14, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 13, 2023 SILVER SPIKE ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40182 N/A (State or other jurisdiction of incorporati |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 9, 2023 SILVER SPIKE ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40182 N/A (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 1, 2023 SILVER SPIKE ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40182 N/A (State or Other Jurisdiction (Commission File Number) (I. |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 3, 2023 SILVER SPIKE ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40182 N/A (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| February 16, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| February 14, 2023 |
SILVER SPIKE ACQUISITN CORP / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 spkb20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Silver Spike Acquisition Corporation II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8201H105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t |
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| February 14, 2023 |
SILVER SPIKE ACQUISITN CORP / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm234574-34sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Silver Spike Acquisition Corp II (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Silver Spike Acquisition Corp II (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G8201H105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| February 14, 2023 |
JOINT FILING AGREEMENT February 14, 2023 EXHIBIT 99.1 JOINT FILING AGREEMENT February 14, 2023 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there |
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| February 10, 2023 |
SC 13G/A 1 p23-0247sc13ga.htm SILVER SPIKE ACQUISITION CORP. II SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Silver Spike Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8201H105 (CUSIP Number) December 31, 2022 (Date of Event Which Req |
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| February 6, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| January 27, 2023 |
SILVER SPIKE ACQUISITN CORP / Funicular Funds, LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SILVER SPIKE ACQUISITION CORP II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8201H105 (CUSIP Number) January 17, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| January 27, 2023 |
SILVER SPIKE ACQUISITN CORP / MILLENNIUM MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) SILVER SPIKE ACQUISITION CORP II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8201H105 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40182 Silv |
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| September 26, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 23, 2022 SILVER SPIKE ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40182 N/A (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| September 26, 2022 |
AMENDMENT TO THE TERMINATION AND FEE AGREEMENT Exhibit 10.1 AMENDMENT TO THE TERMINATION AND FEE AGREEMENT This Amendment (this ?Amendment?) to the Termination and Fee Agreement, dated as of June 9, 2022, by and among Silver Spike Acquisition Corp II, an exempted company incorporated in the Cayman Islands with limited liability (?SPAC?), Silver Spike Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of SPAC (?Me |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40182 Silver Sp |
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| June 28, 2022 |
SILVER SPIKE ACQUISITN CORP / MILLENNIUM MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SILVER SPIKE ACQUISITION CORP II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8201H105 (CUSIP Number) JUNE 21, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the r |
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| June 9, 2022 |
Exhibit 10.1 TERMINATION AND FEE AGREEMENT This TERMINATION AND FEE AGREEMENT (this ?Agreement?), dated as of June 9, 2022, is entered into by and between Silver Spike Acquisition Corp II, an exempted company incorporated in the Cayman Islands with limited liability (?SPAC?), Silver Spike Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of SPAC (?Merger Sub 1?), El |
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| June 9, 2022 |
Exhibit 99.1 Eleusis and Silver Spike Acquisition Corp. II Mutually Agree to Terminate Business Combination Agreement June 9, 2022 LONDON & NEW YORK-(BUSINESS WIRE) ? Eleusis, a clinical-stage life science company that aims to unlock the therapeutic potential of psychedelics, and Silver Spike Acquisition Corp. II (?Silver Spike II? or ?SPKB?) (NASDAQ: SPKB/SPKBU/SPKBW), a publicly traded special p |
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| June 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): June 9, 2022 SILVER SPIKE ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40182 N/A (State or Other Jurisdiction (Commission File Number) (I. |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40182 Silver S |
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| March 31, 2022 |
Fair Market Value of Class A Ordinary Shares Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended The following description sets forth certain material terms and provisions of the securities of Silver Spike Acquisition Corp II ( ?we,? ?us? or ?our?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following d |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-40182 SILVER SPIKE |
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| March 29, 2022 |
425 1 brhc10035816425.htm 425 Filed by Eleusis Inc. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Silver Spike Acquisition Corp II Commission File No.: 001-40182 Eleusis Announces Notice of Allowance for US Patent Application With Claims Covering Lead Drug Candidate ELE-Psilo London, UK, Ma |
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| March 22, 2022 |
425 1 brhc10034597425.htm 425 Filed by Eleusis Inc. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Silver Spike Acquisition Corp II Commission File No.: 001-40182 Infusion Clinics are Key to Preparing Psychedelics for the Healthcare System Published: Feb 16, 2022 │ By Gail Dutton A scientist |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Silver Spike Acquisition Corp II (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (the ?Shares?) (Title of Class of Se |
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| February 11, 2022 |
JOINT FILING AGREEMENT February 11, 2022 EXHIBIT 99.1 JOINT FILING AGREEMENT February 11, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Silver Spike Acquisition Corp II (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G8201H105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| February 11, 2022 |
SILVER SPIKE ACQUISITN CORP / Silver Spike Sponsor II, LLC - FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* Under the Securities Exchange Act of 1934 Silver Spike Acquisition Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8201H 105** (CUSIP Number) February 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 9, 2022 |
425 1 ny20002167x5425.htm FORM 425 Filed by Eleusis Inc. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Silver Spike Acquisition Corp II Commission File No.: 001-40182 Disclaimer Forward-Looking StatementsThis document contains certain “forward-looking statements” within the meaning of the f |
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| February 9, 2022 |
Filed by Eleusis Inc. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Silver Spike Acquisition Corp II Commission File No.: 001-40182 The following communication was made available on the website of Eleusis Holdings Limited on February 9, 2022 and is available at https://www.eleusisltd.com/bl |
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| February 4, 2022 |
SILVER SPIKE ACQUISITN CORP / Linden Capital L.P. - SC 13G/A Passive Investment SC 13G/A 1 d277944dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Silver Spike Acquisition Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8201H105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing o |
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| January 28, 2022 |
SILVER SPIKE ACQUISITN CORP / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) SILVER SPIKE ACQUISITION CORP II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8201H105 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate |
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| January 20, 2022 |
Filed by Silver Spike Acquisition Corp II 425 1 ny20002067x3425.htm 425 Filed by Silver Spike Acquisition Corp II Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Silver Spike Acquisition Corp II Commission File No.: 001-40182 Date: January 20, 2022 The following communication was posted on Youtube by Eleusis Holdings Limited on Janua |
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| January 20, 2022 |
falseKY00-0000000NY000182643500018264352022-01-202022-01-200001826435spkb:ClassAOrdinarySharesParValue00001PerShareMember2022-01-202022-01-200001826435spkb:RedeemableWarrantsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150Member2022-01-202022-01-200001826435spkb:UnitsEachConsistingOfOneClassAOrdinaryShareAndOneFourthOfOneRedeemableWarrantMember2022-01-202022-01-20 Filed by Eleusis Inc. |
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| January 20, 2022 |
Silver Spike Acquisition Corp. II Exhibit 99.1 Psychedelic Science Leader Eleusis to Become Public Company in Merger with Silver Spike Acquisition Corp. II ? Business combination with Silver Spike Acquisition Corp. II (Nasdaq: SPKB) expected to generate gross proceeds of up to $288 million and implies a combined enterprise value of $446 million ? Eleusis pioneers the development of psychedelic drug candidates in the life sciences |
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| January 20, 2022 |
425 1 ny20002167x1425.htm 425 Filed by Eleusis Inc. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Silver Spike Acquisition Corp II Commission File No.: 001-40182 Date: January 20, 2022 The following communication was posted on YouTube by Eleusis Holdings Limited on January 20, 2022 and is a |
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| January 20, 2022 |
Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Agreement?) is entered into on January [?], 2022 by Silver Spike Sponsor II, LLC, a Delaware limited liability company (the ?Sponsor?), Silver Spike Acquisition Corp II, a Cayman Islands exempted company (including any successor entity thereto, including as resulting from the Domestication Merger or the Business Combinati |
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| January 20, 2022 |
DEED OF IRREVOCABLE UNDERTAKING Exhibit 10.1 DEED OF IRREVOCABLE UNDERTAKING To: Eleusis Inc. 99 Wall Street #2205 New York, NY 10005 Attn: Shlomi Raz Date: Eleusis Inc.?s acquisition of Eleusis Holdings Limited [I, the undersigned (referred to herein using the words ?I?, ?my? and words of similar import),] refer to the proposed transaction whereby, in connection with the proposed business combination (the ?Business Combination? |
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| January 20, 2022 |
425 1 ny20002167x3425.htm 425 Filed by Eleusis Inc. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Silver Spike Acquisition Corp II Commission File No.: 001-40182 Date: January 20, 2022 The following communication was posted on Youtube by Eleusis Holdings Limited on January 20, 2022 and is a |
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| January 20, 2022 |
Exhibit 99.2 Transaction Summary 1 Transaction StructureSilver Spike Acquisition Corp II (NASDAQ: SPKB) is a publicly listed special purpose acquisition company with $287.5million in cash in trustUpon completion of the transaction, former shareholders of Silver Spike and former shareholders of Eleusis will hold shares of a new holding company named Eleusis Inc., which is expected to be listed on N |
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| January 20, 2022 |
Exhibit 99.2 Transaction Summary 1 Transaction StructureSilver Spike Acquisition Corp II (NASDAQ: SPKB) is a publicly listed special purpose acquisition company with $287.5million in cash in trustUpon completion of the transaction, former shareholders of Silver Spike and former shareholders of Eleusis will hold shares of a new holding company named Eleusis Inc., which is expected to be listed on N |
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| January 20, 2022 |
Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Agreement?) is entered into on January [?], 2022 by Silver Spike Sponsor II, LLC, a Delaware limited liability company (the ?Sponsor?), Silver Spike Acquisition Corp II, a Cayman Islands exempted company (including any successor entity thereto, including as resulting from the Domestication Merger or the Business Combinati |
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| January 20, 2022 |
Filed by Silver Spike Acquisition Corp II Filed by Silver Spike Acquisition Corp II Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Silver Spike Acquisition Corp II Commission File No. |
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| January 20, 2022 |
425 1 ny20002167x4425.htm 425 Filed by Eleusis Inc. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Silver Spike Acquisition Corp II Commission File No.: 001-40182 Date: January 20, 2022 The following communication was made available on the website of Eleusis Holdings Limited on January 20, 2 |
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| January 20, 2022 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and among SILVER SPIKE ACQUISITION CORP II, SILVER SPIKE MERGER SUB II, INC. ELEUSIS INC., ECLIPSE MERGER SUB, INC., and ELEUSIS HOLDINGS LIMITED dated as of January 20, 2022 TABLE OF CONTENTS Page ARTICLE 1 Certain Definitions Section 1.1. Definitions 10 Section 1.2. Construction 36 Section 1.3. Knowledge 37 Section 1.4. Equitable A |
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| January 20, 2022 |
DEED OF IRREVOCABLE UNDERTAKING Exhibit 10.1 DEED OF IRREVOCABLE UNDERTAKING To: Eleusis Inc. 99 Wall Street #2205 New York, NY 10005 Attn: Shlomi Raz Date: Eleusis Inc.?s acquisition of Eleusis Holdings Limited [I, the undersigned (referred to herein using the words ?I?, ?my? and words of similar import),] refer to the proposed transaction whereby, in connection with the proposed business combination (the ?Business Combination? |
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| January 20, 2022 |
EX-99.2 6 ny20002067x1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Transaction Summary 1 Transaction StructureSilver Spike Acquisition Corp II (NASDAQ: SPKB) is a publicly listed special purpose acquisition company with $287.5million in cash in trustUpon completion of the transaction, former shareholders of Silver Spike and former shareholders of Eleusis will hold shares of a new holding company named Ele |
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| January 20, 2022 |
DEED OF IRREVOCABLE UNDERTAKING Exhibit 10.1 DEED OF IRREVOCABLE UNDERTAKING To: Eleusis Inc. 99 Wall Street #2205 New York, NY 10005 Attn: Shlomi Raz Date: Eleusis Inc.?s acquisition of Eleusis Holdings Limited [I, the undersigned (referred to herein using the words ?I?, ?my? and words of similar import),] refer to the proposed transaction whereby, in connection with the proposed business combination (the ?Business Combination? |
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| January 20, 2022 |
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| January 20, 2022 |
Silver Spike Acquisition Corp. II Exhibit 99.1 Psychedelic Science Leader Eleusis to Become Public Company in Merger with Silver Spike Acquisition Corp. II ? Business combination with Silver Spike Acquisition Corp. II (Nasdaq: SPKB) expected to generate gross proceeds of up to $288 million and implies a combined enterprise value of $446 million ? Eleusis pioneers the development of psychedelic drug candidates in the life sciences |
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| January 20, 2022 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and among SILVER SPIKE ACQUISITION CORP II, SILVER SPIKE MERGER SUB II, INC. ELEUSIS INC., ECLIPSE MERGER SUB, INC., and ELEUSIS HOLDINGS LIMITED dated as of January 20, 2022 TABLE OF CONTENTS Page ARTICLE 1 Certain Definitions Section 1.1. Definitions 10 Section 1.2. Construction 36 Section 1.3. Knowledge 37 Section 1.4. Equitable A |
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| January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 20, 2022 SILVER SPIKE ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40182 N/A (State or Other Jurisdiction (Commission File Number) (I. |
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| January 20, 2022 |
Silver Spike Acquisition Corp. II Exhibit 99.1 Psychedelic Science Leader Eleusis to Become Public Company in Merger with Silver Spike Acquisition Corp. II ? Business combination with Silver Spike Acquisition Corp. II (Nasdaq: SPKB) expected to generate gross proceeds of up to $288 million and implies a combined enterprise value of $446 million ? Eleusis pioneers the development of psychedelic drug candidates in the life sciences |
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| January 20, 2022 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and among SILVER SPIKE ACQUISITION CORP II, SILVER SPIKE MERGER SUB II, INC. ELEUSIS INC., ECLIPSE MERGER SUB, INC., and ELEUSIS HOLDINGS LIMITED dated as of January 20, 2022 TABLE OF CONTENTS Page ARTICLE 1 Certain Definitions Section 1.1. Definitions 10 Section 1.2. Construction 36 Section 1.3. Knowledge 37 Section 1.4. Equitable A |
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| January 20, 2022 |
Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Agreement?) is entered into on January [?], 2022 by Silver Spike Sponsor II, LLC, a Delaware limited liability company (the ?Sponsor?), Silver Spike Acquisition Corp II, a Cayman Islands exempted company (including any successor entity thereto, including as resulting from the Domestication Merger or the Business Combinati |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 SILVER SPIKE ACQUISITION CORP II (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40182 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40182 Silv |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report |
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| October 4, 2021 |
SILVER SPIKE ACQUISITN CORP / RP Investment Advisors LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Silver Spike Acquisition Corp II (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G8201H105 (CUSIP Number) September 27, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| October 4, 2021 |
Joint Filing Agreement (filed herewith). EXHIBIT 99.1 JOINT FILING AGREEMENT October 4, 2021 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereun |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40182 Silver Sp |
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| June 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-40182 Silver S |
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| June 4, 2021 |
8-K 1 brhc100253888k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 4, 2021 Silver Spike Acquisition CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40182 N/A (State or other |
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| June 4, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Silver Spike Acquisition Corp II Receives Expected Notification from Nasdaq Related to Delayed Quarterly Report New York ? June 4, 2021 ? Silver Spike Acquisition Corp II (the ?Company?) today announced it received a notice on May 28, 2021 from the Nasdaq Capital Market (?Nasdaq?) indicating that as a result of the Company?s failure to timely file its Quarterly R |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on F |
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| May 3, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Silver Spike Acquisition Corp II Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing May 3, 2021 NEW YORK, NY, April 30, 2020 ? Silver Spike Acquisition Corp II (NasdaqCM: SPKBU) (the ?Company?) announced that, commencing May 3, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trad |
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| May 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2021 SILVER SPIKE ACQUISITION CORP II (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39021 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| March 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Silver Spike Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8201H121** (CUSIP Number) March 15, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which th |
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| March 25, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Silver Spike Acquisition Corp. II, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as ame |
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| March 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2021 SILVER SPIKE ACQUISITION CORP II (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40182 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| March 22, 2021 |
JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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| March 22, 2021 |
SC 13G 1 silverspike13gmar1121.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Silver Spike Acquisition Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8201H121** (CUSIP Number) March 11, 2021 (Date of Event Which Requires Filing of |
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| March 19, 2021 |
EX-99.A Page 1 0 of 10 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Silver Spike Acquisition Corp II dated as of March 15, 2021 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) u |
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| March 19, 2021 |
SILVER SPIKE ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT EXHIBIT 99.1 SILVER SPIKE ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 15, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Silver Spike Acquisition Corp. II Opinion on the Financial Statement We have audi |
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| March 19, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Silver Spike Acquisition Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8201H121 (CUSIP Number) March 15, 2021 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| March 19, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2021 SILVER SPIKE ACQUISITION CORP II (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40182 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| March 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SILVER SPIKE ACQUISITION CORP II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8201H121** (CUSIP Number) MARCH 11, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate th |
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| March 15, 2021 |
Administrative Services Agreement, dated March 10, 2021, between the Company and the Sponsor. Exhibit 10.4 Silver Spike Acquisition Corp II 660 Madison Avenue Suite 1600 New York, New York, 10065 March 10, 2021 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (the ?IPO?) of the securities of Silver Spike Acquisition Corp II ( |
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| March 15, 2021 |
Exhibit 10.1 March 10, 2021 Silver Spike Acquisition Corp II 660 Madison Avenue, Suite 1600 New York, New York, 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between Silver Spike Acquisition Corp., a Cayman Islands exempted |
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| March 15, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 11, 2021, by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, |
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| March 15, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 10, 2021, is made and entered into by and among Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Silver Spike Sponsor II, LLC, a Delaware limited liability company (the ?Sponsor?, together with any other parties listed on the signature pages he |
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| March 15, 2021 |
Silver Spike Acquisition Corp II Announces Pricing of $250 Million Initial Public Offering Exhibit 99.1 Silver Spike Acquisition Corp II Announces Pricing of $250 Million Initial Public Offering New York ? March 10, 2021 ? Silver Spike Acquisition Corp II (the ?Company?) announced today that it priced its initial public offering of 25,000,000 units at $10.00 per unit. The units are expected to be listed on The Nasdaq Capital Market (?Nasdaq?) and trade under the ticker symbol ?SPKBU? be |
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| March 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2021 (March 10, 2021) SILVER SPIKE ACQUISITION CORP II (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40182 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| March 15, 2021 |
Exhibit 1.1 25,000,000 Units Silver Spike Acquisition Corp II UNDERWRITING AGREEMENT March 10, 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 Stifel, Nicolaus & Company, Incorporated 787 7th Avenue New York, N.Y. 10019 As Representatives of the several Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Silver Spik |
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| March 15, 2021 |
Indemnity Agreement, dated March 10, 2021, between the Company and Greg Gentile. Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 10, 2021, by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Gregory Gentile (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capaciti |
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| March 15, 2021 |
Indemnity Agreement, dated March 10, 2021, between the Company and William Healy. Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 10, 2021, by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and William Healy (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities |
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| March 15, 2021 |
Amended and Restated Memorandum and Articles of Association. Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SILVER SPIKE ACQUISITION CORP II (adopted by special resolution dated March 10, 2021 AND EFFECTIVE ON March 10, 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF |
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| March 15, 2021 |
Indemnity Agreement, dated March 10, 2021, between the Company and Kenneth Landis. Exhibit 10.11 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 10, 2021, by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Kenneth Landis (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capaciti |
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| March 15, 2021 |
Indemnity Agreement, dated March 10, 2021, between the Company and Scott Gordon. Exhibit 10.6 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 10, 2021, by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Scott Gordon (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities |
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| March 15, 2021 |
Exhibit 10.5 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of March 10, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Silver Spike Sponsor II, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS: The Com |
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| March 15, 2021 |
Indemnity Agreement, dated March 10, 2021, between the Company and Richard Goldman. Exhibit 10.10 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 10, 2021, by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Richard Goldman (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacit |
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| March 15, 2021 |
Indemnity Agreement, dated March 10, 2021, between the Company and Orrin Devinsky. Exhibit 10.9 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 10, 2021, by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Orrin Devinsky (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacitie |
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| March 15, 2021 |
Exhibit 4.1 WARRANT AGREEMENT between SILVER SPIKE ACQUISITION CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 10, 2021, is by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent |
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| March 12, 2021 |
$250,000,000 SILVER SPIKE ACQUISITION CORP II 25,000,000 Units 424B4 1 dp147671424b4.htm FORM 424B4 Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-252803 PROSPECTUS $250,000,000 SILVER SPIKE ACQUISITION CORP II 25,000,000 Units Silver Spike Acquisition Corp II is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset |
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| March 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SILVER SPIKE ACQUISITION CORP II (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 660 Madison |
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| March 9, 2021 |
* * * [Signature Page Follows] March 9, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| March 9, 2021 |
Silver Spike Acquisition Corp II 660 Madison Avenue, Suite 1600 New York, New York, 10065 CORRESP 1 filename1.htm Silver Spike Acquisition Corp II 660 Madison Avenue, Suite 1600 New York, New York, 10065 March 9, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Ms. Anuja A. Majmudar Mr. Timothy S. Levenberg Re: Silver Spike Acquisition Corp. II Registration Statement on Form S-1 Registration No. 333-252803 |
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| March 5, 2021 |
As filed with the Securities and Exchange Commission on March 5, 2021 Registration No. |
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| March 5, 2021 |
New York Northern California Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 fax March 5, 2021 Re: Silver Spike Acquisition Corp II Registration Statement on Form S-1 Filed February 5, 2021 File No. |
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| February 8, 2021 |
CORRESP 1 filename1.htm New York Northern California Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 fax February 8, 2021 Re: Silver Spike Acquisition Corp II Draft Registration Statement on Form S-1 Submitted October 1, 2020 File No. 377-03615 Ms. Anuja A. Majmudar Division of Corpo |
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| February 5, 2021 |
Exhibit 10.2 , 2021 Silver Spike Acquisition Corp II 660 Madison Avenue, Suite 1600 New York, New York 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Silver Spike Acquisition Corp., a Cayman Islands exempted company |
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| February 5, 2021 |
Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SILVER SPIKE ACQUISITION CORP II Incorporated Under the Laws of the Cayman Islands CUSIP [·] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the regis |
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| February 5, 2021 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Silver Spike Acquisition Corp II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Silve |
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| February 5, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Silver Spike Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”, together with any other parties listed on the signature pages hereto and |
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| February 5, 2021 |
Power of Attorney (included on signature page of the initial filing of this Registration Statement) As filed with the Securities and Exchange Commission on February 5, 2021 Registration No. |
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| February 5, 2021 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Silver Spike Acquisition Corp II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Silve |
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| February 5, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. |
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| February 5, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS SILVER SPIKE ACQUISITION CORP II CUSIP [·] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“ |
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| February 5, 2021 |
Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Silver Spike Acquisition Corp II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Silve |
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| February 5, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT between SILVER SPIKE ACQUISITION CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHER |
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| February 5, 2021 |
Form of Amended and Restated Memorandum and Articles of Association Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SILVER SPIKE ACQUISITION CORP II (adopted by special resolution dateD 2021 AND EFFECTIVE ON 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SILVER SPIKE ACQUIS |
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| February 5, 2021 |
Promissory Note, dated September 18, 2020, issued to Silver Spike Sponsor II, LLC Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| February 5, 2021 |
Form of Underwriting Agreement Exhibit 1.1 25,000,000 Units Silver Spike Acquisition Corp II UNDERWRITING AGREEMENT [·], 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 Stifel, Nicolaus & Company, Incorporated 787 7th Avenue New York, N.Y. 10019 As Representatives of the several Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Silver Spike Acq |
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| February 5, 2021 |
Form of Administrative Services Agreement between the Registrant and Silver Spike Sponsor II, LLC Exhibit 10.8 Silver Spike Acquisition Corp II 660 Madison Avenue Suite 1600 New York, New York, 10065 , 2021 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Silver Spike Acquisition Corp II (the “Com |
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| February 5, 2021 |
Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are p |
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| February 5, 2021 |
Form of Sponsor Warrants Purchase Agreement between the Registrant and Silver Spike Sponsor II, LLC Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Silver Spike Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company int |
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| February 5, 2021 |
Specimen Ordinary Share Certificate Exhibit 4.2 NUMBER SHARES SILVER SPIKE ACQUISITION CORP II INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of CUSIP [ ] SILVER SPIKE ACQUISITION CORP II (THE “COMPANY”) transferable on the register of members of the Company in person or by duly authorized attorney upon surrender of this certificate prope |
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| February 5, 2021 |
Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), effective as of September 18, 2020, is made and entered into by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Silver Spike Sponsor II, LLC, a Delaware limited liability company (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes to subscribe for an |
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| October 1, 2020 |
As submitted confidentially with the Securities and Exchange Commission on September 30, 2020 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential Registration No. |
