NOTE 11 — SUBSEQUENT EVENTS

The Merger

 

On July 14, 2021, Legacy Enovix, RSVAC, and Merger Sub, consummated the closing of the transactions contemplated by the Merger Agreement, following the approval at the Special Meeting on July 12, 2021. Following the consummation of the Merger on the Closing Date, Legacy Enovix changed its name to Enovix Operations Inc., and RSVAC changed its name from RSVAC to Enovix Corporation.

At the closing of the Merger, each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the closing was canceled and converted into and exchanged for one validly issued, fully paid and nonassessable share of Legacy Enovix's common stock ("Legacy Enovix Common Stock"), the surviving corporation in the Merger.

At the closing, as a result of the Merger, each option to purchase Legacy Enovix Common Stock that was outstanding immediately prior to the closing, whether vested or unvested, was converted into an option to purchase a number of shares of New Enovix's common stock ("Common Stock") (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Legacy Enovix Common Stock subject to such Legacy Enovix option immediately prior to the closing and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the exercise price per share of such Legacy Enovix option immediately prior to the closing, divided by (2) the Exchange Ratio. Except as specifically provided in the Merger Agreement, following the closing, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Enovix option immediately prior to the closing.

As a result of the Merger, each warrant to purchase Legacy Enovix Common Stock that was outstanding immediately prior to the closing, whether vested or unvested, was converted into a warrant to purchase a number of shares of the New Enovix's common stock ("Common Stock") (such warrant, an “Exchanged Warrant”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Legacy Enovix Common Stock subject to such Legacy Enovix warrant immediately prior to the closing and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the exercise price per share of such

Legacy Enovix warrant immediately prior to the closing, divided by (2) the Exchange Ratio. Except as specifically provided in the Merger Agreement, following the closing, each Exchanged Warrant will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Enovix warrant immediately prior to the closing.

In connection with the Special Meeting and the Business Combination, holders of 15 shares of RSVAC Common Stock, par value $0.0001 per share, or 0% of the shares with redemption rights, exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of $150.00.

Bridge Loan

 

On July 14, 2021, Legacy Enovix repaid the outstanding principal amount under the promissory note agreement of approximately $15,246,696, including accumulated interest of $156,696, without payment of any termination fee or penalty.