CRAC 8-K
Crown Reserve Acquisition Corp. I (CRAC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
First Amendment to Business Combination Agreement
On August 26, 2026, Crown Reserve Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), CRAC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Carvix, Inc., a Delaware corporation (“Carvix”), entered into a First Amendment to Business Combination Agreement (the “Amendment”), which amends that certain Business Combination Agreement, dated as of March 30, 2026, by and among the Company, Merger Sub and Carvix (the “Business Combination Agreement”). Capitalized terms used but not defined in this Current Report have the meanings given to them in the Business Combination Agreement, as amended by the Amendment.
Pursuant to the Amendment, the parties amended and restated Section 5.04 of the Business Combination Agreement to conform it to the Company’s Fourth Amended and Restated Memorandum and Articles of Association (the “Cayman Constitutional Documents”). The Amendment does not change the voting rights of any holder of the Company’s securities. The Amendment revised the description of the shareholder votes required to approve the proposals to be considered at the extraordinary general meeting to provide that:
| ● | each of the business combination proposal, the Nasdaq proposal, the incentive plan proposal, each advisory organizational documents proposal and the adjournment proposal requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the Company’s Class A ordinary shares and Class B ordinary shares, voting together as a single class, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting; |
| ● | each of the domestication proposal and the organizational documents proposal requires a special resolution of the holders of the Company’s Class B ordinary shares, being the affirmative vote of holders of not less than two-thirds of the Class B ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting; provided that the holders of the Company’s Class A ordinary shares will have no right to vote on the domestication proposal or the organizational documents proposal, in accordance with Article 49.2 of the Cayman Constitutional Documents; and |
| ● | the director election proposal requires an ordinary resolution of the holders of the Company’s Class B ordinary shares, being the affirmative vote of a simple majority of the votes cast by the holders of the Class B ordinary shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting; provided that the holders of the Company’s Class A ordinary shares will have no right to vote on the director election proposal, in accordance with Article 31.1 of the Cayman Constitutional Documents. |
The Amendment further provides that each advisory organizational documents proposal, which relates to material differences between the Cayman Constitutional Documents and the proposed post-domestication organizational documents, is non-binding and advisory in nature, and that approval of the advisory organizational documents proposals is not a condition to, or otherwise necessary for, the authorization or consummation of the transactions contemplated by the Business Combination Agreement.
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The Amendment also provides that, notwithstanding Section 8.02(e) of the Business Combination Agreement and the corresponding descriptions of base salaries set forth in Section 8.02(e) of the Carvix disclosure schedule to the Business Combination Agreement (the “Carvix Disclosure Schedule”), the annualized base salaries provided for in the individual employment agreements to be entered into by the Company and each of the Carvix executives identified on Annex A to the Amendment will be not less than the amounts set forth on such Annex A, and that any such employment agreement that provides for annualized base salaries not less than the amounts set forth on such Annex A, and that is otherwise consistent with the remaining terms set forth in Section 8.02(e) of the Carvix Disclosure Schedule, will be deemed consistent with, and will satisfy the condition set forth in, Section 8.02(e) of the Business Combination Agreement, and that the annual bonus opportunity described in such disclosure schedule will be calculated as the applicable percentage of the annualized base salary set forth on such Annex A. The Amendment does not, and is not deemed to, amend or modify the Carvix Disclosure Schedule.
Except as expressly amended by the Amendment, each term and provision of the Business Combination Agreement remains in full force and effect. In the event of a conflict between the terms of the Amendment and the terms of the Business Combination Agreement, the terms of the Amendment will control.
The foregoing description of the Amendment is not, and does not purport to be, complete, and is qualified in its entirety by reference to the copy of the Amendment filed as Exhibit 2.1 hereto, and incorporated herein by reference.
Additional Information and Where to Find It
The proposed Business Combination by and between the Company and Carvix will be submitted to the shareholders of the Company for their consideration. A Registration Statement is expected to be filed with the SEC, which will include preliminary and definitive proxy statements to be distributed to the Company’s shareholders in connection with the Company’s solicitation for proxies for the vote by the Company’s shareholders in connection with the proposed Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the securities to be issued in connection with the completion of the proposed Business Combination. After the Registration Statement has been filed and declared effective by the SEC, the Company will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed Business Combination. The Company’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus in connection with the Company’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve, among other things, the proposed Business Combination, because these documents will contain important information about the Company, Carvix and the proposed Business Combination. This Current Report does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. The Company and Carvix may also file other documents with the SEC regarding the Business Combination. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed with the SEC regarding the proposed Business Combination and other documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Crown Reserve Acquisition Corp. I at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.
Participants in the Solicitation
The Company, Carvix and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from the Company’s shareholders in connection with the proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s shareholders in connection with the proposed Business Combination will be set forth in the Company’s proxy statement/prospectus when it is filed with the SEC. You can find more information about the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
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No Offer or Solicitation
This Current Report does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination. This Current Report also does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Current Report is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or an exemption therefrom.
Forward-Looking Statements
This Current Report and exhibits attached hereto contain certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the proposed Business Combination and the parties thereto. The forward-looking statements contained in this Current Report are excluded from the safe harbor protection provided by the Private Securities Litigation Reform Act of 1995. The Company is a blank check company, and the statutory safe harbors for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act do not apply to statements made in connection with the Business Combination. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report. All statements contained in this Current Report other than statements of historical fact, including, without limitation, statements regarding the proposed Business Combination between the Company and Carvix; the anticipated benefits and timing of the proposed Business Combination; the Company’s and Carvix’s future financial performance; the ability of the Company and Carvix to execute their business strategies, their market opportunity and positioning; and other statements regarding management’s intentions, beliefs or expectations with respect to the proposed Business Combination, Carvix or the combined company, are forward-looking statements. When used in this Current Report, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of the Company’s and Carvix’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company and Carvix. These forward-looking statements are subject to a number of risks and uncertainties, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed Business Combination; (2) the inability to complete the proposed Business Combination due to the failure to obtain approval of the Company’s shareholders or to satisfy other conditions to closing; (3) the ability to meet stock exchange listing standards following the consummation of the proposed Business Combination; (4) the risk that the proposed Business Combination disrupts current plans and operations of Carvix as a result of the announcement and consummation of the proposed Business Combination; (5) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; (6) the outcome of any legal proceedings that may be instituted against Carvix, the combined company or the Company following announcement of the Business Combination and transactions contemplated thereby; (7) the inability to obtain or maintain the listing of the common stock of the Company following the Domestication and the warrants of the Company following the Domestication on Nasdaq following the Business Combination; (8) the interests of the Company’s directors and officers, the Sponsor, and their affiliates that differ from, or conflict with, the interests of the Company’s shareholders, and the dilution that the Company’s shareholders may experience as a result of the issuance of such common stock, including potential Earnout Shares; (9) the amount of redemptions by the holders of Public Shares being greater than expected, which may reduce the cash in the Trust Account available to the combined company upon the consummation of the Business Combination; (10) the extensive regulatory requirements applicable to Carvix’s business, including dealer licensing obligations; (11) changes in applicable laws or regulations; (12) costs related to the proposed Business Combination; and (13) any downturn or volatility in economic conditions. The foregoing list of factors is not exhaustive. These forward-looking statements are not guarantees of future performance, and actual results may differ materially from those expressed or implied by these forward-looking statements. The Company and Carvix undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except to the extent required under applicable securities laws. You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any assumptions prove incorrect, actual results or performance may be materially different from those expressed or implied by these forward-looking statements.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | First Amendment to Business Combination Agreement, dated as of August 26, 2026, by and among Crown Reserve Acquisition Corp. I, CRAC Merger Sub Inc. and Carvix, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Crown Reserve Acquisition Corp. I | |||
| By: | /s/ Prashant Patel | ||
| Name: | Prashant Patel | ||
| Title: | Chief Executive Officer | ||
| Dated: August 26, 2026 | |||
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Exhibit 2.1
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT
First Amendment to Business Combination Agreement (this “Amendment”), dated as of August, 26, 2026, by and among Crown Reserve Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”), CRAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of SPAC (“Merger Sub”), and Carvix, Inc., a Delaware corporation (the “Company”, and together with SPAC and Merger Sub, the “Parties”).
This Amendment is to amend that certain Business Combination Agreement, dated as of March 30, 2026 (the “Existing BCA” or the “BCA”), by and among SPAC, Merger Sub, and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing BCA.
RECITALS
WHEREAS, SPAC, Merger Sub, and the Company entered into the Existing BCA on March 30, 2026;
WHEREAS, pursuant to Section 9.05 of the Existing BCA, the Existing BCA may be amended by an instrument in writing signed by each of the parties hereto;
WHEREAS, the Parties desire to amend Section 5.04 of the Existing BCA to clarify the shareholder voting thresholds required for approval of all proposals to be considered at SPAC’s Extraordinary General Meeting, consistent with the corresponding disclosure in the Registration Statement on Form S-4 / proxy statement-prospectus relating to the Transactions; and
WHEREAS, the Parties further desire to amend the BCA to revise the base salaries of certain executives of the Company as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. AMENDMENTS TO THE BCA.
(a) As of the date of this Amendment, Section 5.04 of the BCA is hereby amended and restated in its entirety as follows:
“5.04 Authority Relative to This Agreement. Each of SPAC and Merger Sub has all necessary corporate or company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by each of SPAC and Merger Sub and the consummation by each of SPAC and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of SPAC or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the Transactions (other than with respect to: (i) the Business Combination Proposal, which requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the SPAC Ordinary Shares who, being present in person or by proxy and entitled to vote at the SPAC Shareholders’ Meeting, vote at the SPAC Shareholders’ Meeting, (ii) the Domestication Proposal, which requires a Special Resolution of the holders of the SPAC Founder Shares, being the affirmative vote of holders of not less than two-thirds of the SPAC Founder Shares who, being present in person or by proxy and entitled to vote at the SPAC Shareholders’ Meeting, vote at the SPAC Shareholders’ Meeting, and the Organizational Documents Proposal, which requires a Special Resolution of the holders of the SPAC Founder Shares, being the affirmative vote of holders of not less than two-thirds of the SPAC Founder Shares who, being present in person or by proxy and entitled to vote at the SPAC Shareholders’ Meeting, vote at the SPAC Shareholders’ Meeting; provided, that the holders of SPAC Class A Ordinary Shares will have no right to vote on the Domestication Proposal or the Organizational Documents Proposal, in accordance with Article 49.2 of the Pre-Domestication Organizational Documents, (iii) the Director Election Proposal, which requires an ordinary resolution of the holders of the SPAC Founder Shares, being the affirmative vote of a simple majority of the votes cast by the holders of the SPAC Founder Shares who, being present in person or by proxy and entitled to vote at the SPAC Shareholders’ Meeting, vote at the SPAC Shareholders’ Meeting; provided, that the holders of SPAC Class A Ordinary Shares will have no right to vote on the Director Election Proposal, in accordance with Article 31.1 of the Pre-Domestication Organizational Documents, (iv) the Nasdaq Proposal, which requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the SPAC Ordinary Shares who, being present in person or by proxy and entitled to vote at the SPAC Shareholders’ Meeting, vote at the SPAC Shareholders’ Meeting, (v) the Incentive Plan Proposal, which requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the SPAC Ordinary Shares who, being present in person or by proxy and entitled to vote at the SPAC Shareholders’ Meeting, vote at the SPAC Shareholders’ Meeting, and (vi) each separate, non-binding advisory proposal relating to material differences between the Pre-Domestication Organizational Documents and the Post-Domestication Organizational Documents (collectively, the “Advisory Organizational Documents Proposals”), each of which requires approval by ordinary resolution, being the affirmative vote of the holders of a simple majority of the SPAC Ordinary Shares who, being present in person or by proxy and entitled to vote at the SPAC Shareholders’ Meeting, vote at the SPAC Shareholders’ Meeting; provided, that such vote on each Advisory Organizational Documents Proposal is non-binding and advisory in nature, and the approval of the Advisory Organizational Documents Proposals shall not be a condition to, or otherwise necessary for, the authorization or consummation of the Transactions, and (vii) the Adjournment Proposal, which requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the SPAC Ordinary Shares who, being present in person or by proxy and entitled to vote at the SPAC Shareholders’ Meeting, vote at the SPAC Shareholders’ Meeting) (together, the “SPAC Shareholder Approval”). This Agreement has been duly and validly executed and delivered by SPAC and Merger Sub and constitutes a legal, valid and binding obligation of SPAC and Merger Sub, enforceable against SPAC and Merger Sub in accordance with its terms, subject to the Remedies Exceptions. The SPAC Board has approved this Agreement and the Transactions, and, subject to obtaining the SPAC Shareholder Approval, such approvals are sufficient so that the restrictions on business combinations set forth in the SPAC Organizational Documents shall not apply to the Merger, this Agreement, any Ancillary Agreement or any of the other Transactions. For purposes of this Section 5.04, “Adjournment Proposal” means a proposal to approve the adjournment of the SPAC Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the SPAC Shareholders’ Meeting; “Business Combination Proposal” means a proposal to approve and adopt this Agreement, the Merger, and the other Transactions; “Director Election Proposal” means a proposal to elect five (5) directors to the SPAC Board, effective upon the Closing; “Domestication Proposal” means a proposal to approve and authorize the Domestication, including the change of SPAC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware; “Nasdaq Proposal” means a proposal to approve, for purposes of complying with the applicable listing rules of Nasdaq, the issuance of shares of SPAC Common Stock in connection with (a) the Merger, (b) the Earnout, (c) the PIPE Financing, and (d) the ELOC Purchase Agreement; “Organizational Documents Proposal” means a proposal to approve and adopt the Post-Domestication Organizational Documents in connection with the Domestication; and “SPAC Ordinary Shares” means the SPAC Class A Ordinary Shares and the SPAC Founder Shares, collectively.”
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(b) As of the date of this Amendment, notwithstanding Section 8.02(e) of the BCA and the corresponding descriptions of base salaries set forth in Section 8.02(e) of the Company Disclosure Schedule, the Parties agree that the annualized base salaries provided for in the individual employment agreements to be entered into by SPAC and each executive identified on Annex A attached hereto pursuant to Section 8.02(e) of the BCA shall be not less than the amounts set forth on Annex A. Any such employment agreement that provides for annualized base salaries not less than the amounts set forth on Annex A (provided the terms of such employment agreement are otherwise consistent with the remaining terms set forth in Section 8.02(e) of the Company Disclosure Schedule) shall be deemed consistent with, and shall satisfy the condition set forth in, Section 8.02(e) of the BCA, and shall not constitute a breach of, or a failure of any condition under, the BCA. For the avoidance of doubt, the annual bonus opportunity set forth in Section 8.02(e) of the Company Disclosure Schedule shall be calculated as the applicable percentage of the annualized base salary set forth on Annex A, and not as a percentage of the base salary amounts set forth in Section 8.02(e) of the Company Disclosure Schedule. This Amendment does not, and shall not be deemed to, amend or modify the Company Disclosure Schedule.
2. GENERAL PROVISIONS.
Each reference in the BCA to “this Agreement,” “hereof,” “herein” and “hereunder” and words of similar import referring to the BCA shall mean and be a reference to the BCA as amended by this Amendment. Nothing herein shall be deemed to create new rights or obligations not expressly enumerated in this Amendment. Except as expressly amended hereby, each term and provision of the BCA remains in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the BCA, the terms of this Amendment shall control.
This Amendment constitutes an amendment to the BCA executed pursuant to Section 9.05 of the BCA. This Amendment may not be amended except by an instrument in writing signed by each of the parties hereto.
This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, consistent with Section 10.06 of the BCA.
This Amendment may be executed in one or more counterparts, and by any of the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by .pdf, .tif, .gif or similar attachment to electronic mail shall be as effective as delivery of a manually executed counterpart to this Amendment.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.
| CROWN RESERVE ACQUISITION CORP. I, | ||
| a Cayman Islands exempted company | ||
| By: | /s/ Prashant Patel | |
| Name: | Prashant Patel | |
| Title: | Chief Executive Officer | |
| CRAC MERGER SUB INC., | ||
| a Delaware corporation | ||
| By: | /s/ Prashant Patel | |
| Name: | Prashant Patel | |
| Title: | Chief Executive Officer | |
| CARVIX, INC., | ||
| a Delaware corporation | ||
| By: | /s/ Ramin Farahmand | |
| Name: | Ramin Farahmand | |
| Title: | Chief Executive Officer | |
ANNEX A
BASE SALARY SCHEDULE
(Base Salaries for the Purpose of Section 8.02(e) of the BCA)
The annualized base salaries of the following Company executives, effective as of the Closing (or such other effective date as the Parties may agree), shall be as follows:
| Executive | Year 1 | Year 2 | Year 3 | |||||||||
| Amir Azarpad | $ | 500,000 | $ | 700,000 | $ | 900,000 | ||||||
| Ramin Farahmand | $ | 500,000 | $ | 700,000 | $ | 900,000 | ||||||
| Gabriela Farahmand | $ | 250,000 | $ | 325,000 | $ | 425,000 | ||||||
| Carlos M. Hernandez | $ | 300,000 | $ | 400,000 | $ | 525,000 | ||||||
The foregoing base salary terms shall be reflected in the individual employment agreements to be entered into by SPAC and each such executive pursuant to Section 8.02(e) of the BCA.