AMPI.U / Advanced Merger Partners, Inc. Units, each consisting of one share of Class A common stock and one-s - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

AMPI / Advanced Merger Partners, Inc. / TEACHER RETIREMENT SYSTEM OF TEXAS Passive Investment

§240.13d-102 Schedule 13G §240.13d-102 Schedule 13G - 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. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.3) Advanced Merger Partners, Inc. (Name of Issuer) Class A common

AMPI / Advanced Merger Partners, Inc. / TEACHER RETIREMENT SYSTEM OF TEXAS Passive Investment

§240.13d-102 Schedule 13G §240.13d-102 Schedule 13G - 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. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.3) Advanced Merger Partners, Inc. (Name of Issuer) Class A common

AMPI / Advanced Merger Partners, Inc. / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 ampi20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Advanced Merger Partners, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00777J109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appro

AMPI / Advanced Merger Partners, Inc. / ARISTEIA CAPITAL LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

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

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: 001-40138 ADVANCED MERGER PARTNERS, INC. (Exact name of registrant as specif

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Advanced Merger Partners, Inc., dated December 14, 2022.

EX-3.1 2 d432548dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCED MERGER PARTNERS, INC. December 14, 2022 Advanced Merger Partners, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Advanced Merger Partners

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 27, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 14, 2022 Advanced Merger Partners, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40138 85-3929296 (State or other jurisdiction of incorporation) (C

Amendment to the Investment Management Trust Agreement, dated December 14, 2022, by and between Advanced Merger Partners, Inc. and Continental Stock Transfer & Trust Company.

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT December 14, 2022 THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment?) is made as of December 14, 2022, by and between Advanced Merger Partners, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). Capitaliz

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 30, 2022 Advanced Merger Partners, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40138 85-3929296 (State or other jurisdiction of incorporation) (C

Advanced Merger Partners, Inc. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination

Exhibit 99.1 Advanced Merger Partners, Inc. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination New York, November 30, 2022 —Advanced Merger Partners, Inc. (NYSE: AMPI.U, AMPI) (the “Company”) today announced that it will redeem all of its outstanding shares of Class A common stock (the “public shares”), effective as of December 15, 2022 (the “Redemption Date”) if

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

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)) ? Defi

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 quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents 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 quarter ended September 30, 2022 ? 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: 001-40138

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 2, 2022 Advanced Merger Partners, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40138 85-3929296 (State or other jurisdiction of incorporation) (Co

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

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)) ☐ Defi

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 quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents 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 quarter ended June 30, 2022 ? 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: 001-40138 ADVA

AMPI / Advanced Merger Partners, Inc. / TEACHER RETIREMENT SYSTEM OF TEXAS Passive Investment

SC 13G/A 1 AdvancedMerger13G-A2.htm §240.13d-102 Schedule 13G §240.13d-102 Schedule 13G - 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. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2) Advanced Merger Partners,

AMPI / Advanced Merger Partners, Inc. / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Advanced Merger Partners, Inc (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 00777J109 (CUSIP Number) June 9, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

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 quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

Table of Contents 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 quarter ended March 31, 2022 ? 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:001-40138 ADVA

Description of Securities of the Registrant.

Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES The following description of the securities of Advanced Merger Partners, Inc. is a summary and does not purport to be complete. This summary is subject to and qualified in its entirety by reference to the full text of our amended and restated certificate of incorporation and our bylaws, each of which is incorporated by reference as an exhibit to t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ 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: 001-40138 ADVANCED M

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 d333597dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT 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 filing

AMPI / Advanced Merger Partners, Inc. / GOLD IRWIN - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Advanced Merger Partners, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00777J 109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

AMPI / Advanced Merger Partners, Inc. / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Advanced Merger Partners, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00777J109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

AMPI / Advanced Merger Partners, Inc. / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Advanced Merger Partners, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 00777J109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 3, 2021 Advanced Merger Partners, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40138 85-3929296 (State or other jurisdiction of incorporation) (Co

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 quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents 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 quarter ended September 30, 2021 ? 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: 001-40138

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 quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents 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 quarter ended June 30, 2021 ☐ 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: 001-40138 ADVA

AMPI.U / Advanced Merger Partners, Inc. Units, each consisting of one share of Class A common stock and one-s / TEACHER RETIREMENT SYSTEM OF TEXAS Passive Investment

SC 13G/A 1 AdvancedMerger13G-A.htm §240.13d-102 Schedule 13G - 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. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Advanced Merger Partners, Inc. (Name of Issuer) Unit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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 quarter ended March 31, 2021 ? 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: 001-40138 ADV

SC 13G

§240.13d-102 Schedule 13G—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. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Advanced Merger Partners, Inc. (Name of Issuer) Units, each consisting of one share of Class A Common S

SC 13G

SC 13G 1 AdvancedMerger13G2021.htm Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Advanced Merger Partners, Inc. (Name of Issuer) Units, each consisting of one share of Class A Common Stock, $0.0001 par value per share, and one-sixth of one redeemable Warrant (Title of Class of Securities) 00777J208 (CUSIP Number)

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 4, 2021 Advanced Merger Partners, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40138 (Commission File

ADVANCED MERGER PARTNERS, INC. INDEX TO FINANCIAL STATEMENT PAGE Audited Financial Statement of Advanced Merger Partners, Inc.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 4, 2021 F-3 Notes to Financial State

EX-99.1 2 d93037dex991.htm EX-99.1 Exhibit 99.1 ADVANCED MERGER PARTNERS, INC. INDEX TO FINANCIAL STATEMENT PAGE Audited Financial Statement of Advanced Merger Partners, Inc.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 4, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of

Administrative Services and Consulting Agreement, dated March 1, 2021, between the Company and Saddle Point Management, L.P.

Exhibit 10.5 ADVANCED MERGER PARTNERS, INC. c/o Saddle Point Management, L.P. 555 West 57th Street, Suite 1326 New York, NY 10019 March 1, 2021 Saddle Point Management, L.P. 555 West 57th Street, Suite 1326 New York, NY 10019 Re: Administrative Services and Consulting Agreement Ladies and Gentlemen: This letter agreement by and between Advanced Merger Partners, Inc. (the “Company”) and Saddle Poin

Consulting Agreement, dated March 1, 2021, between the Company and Houlihan Lokey Capital, Inc.

Exhibit 10.6 March 1, 2021 Personal and Confidential Advanced Merger Partners, Inc. c/o Saddle Point Management, L.P. 555 West 57th Street, Suite 1326 New York, NY 10019 Attn: Roy J. Katzovicz, Chief Executive Officer Dear Ladies and Gentlemen: This letter agreement (this “Agreement”) confirms the understanding and agreement between Advanced Merger Partners, Inc. (the “Company”) and Houlihan Lokey

Underwriting Agreement, dated March 1, 2021, between the Company and Goldman Sachs & Co. LLC.

EX-1.1 2 d138573dex11.htm EX-1.1 Exhibit 1.1 Advanced Merger Partners, Inc. 25,000,000 Units Underwriting Agreement March 1, 2021 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 As Representative of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: Advanced Merger Partners, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms

Advanced Merger Partners, Inc. Announces Closing of $287.5 Million Initial Public Offering

Exhibit 99.2 Advanced Merger Partners, Inc. Announces Closing of $287.5 Million Initial Public Offering New York, NY, March 4, 2021 ? Advanced Merger Partners, Inc. (the ?Company?) announced today the closing of its initial public offering of 28,750,000 units, which included the full exercise of the underwriters? over-allotment option. The offering was priced at $10.00 per unit, generating total g

Private Placement Warrants Purchase Agreement, dated March 1, 2021, between the Company and HLI Sponsor, LLC.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This Private Placement Warrants Purchase Agreement (as it may from time to time be amended, ?Agreement?), dated as of March 1, 2021, is entered into by and between Advanced Merger Partners, Inc., a Delaware corporation (the ?Company?), and HLI Sponsor, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intend

Letter Agreement, dated March 1, 2021, among the Company, HLI Sponsor, LLC and each of the executive officers and directors of the Company.

Exhibit 10.1 March 1, 2021 Advanced Merger Partners, Inc. c/o Saddle Point Management, L.P. 555 West 57th Street, Suite 1326 New York, NY 10019 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”) by and between Advanced Merger Partners, Inc., a Delaware corpora

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d138573d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 2021 Advanced Merger Partners, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40138 85-3929296 (State or other jurisdiction

Investment Management Trust Agreement, dated March 1, 2021, between the Company and Continental Stock Transfer & Trust Company.

EX-10.2 6 d138573dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 1, 2021, by and between Advanced Merger Partners, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Compan

Amended and Restated Certificate of Incorporation of the Company.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCED MERGER PARTNERS, INC. March 1, 2021 Advanced Merger Partners, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Advanced Merger Partners, Inc.?. The original certificate of incorporation of the Corporation

Warrant Agreement, dated March 1, 2021, between the Company and Continental Stock Transfer & Trust Company.

EX-4.1 4 d138573dex41.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT ( “Agreement”) is made as of March 1, 2021 between Advanced Merger Partners, Inc., a Delaware corporation, with offices at c/o Saddle Point Management, L.P., 555 West 57th Street, Suite 1326, New York, NY 10019 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1

Advanced Merger Partners, Inc. Announces Pricing of $250 Million Initial Public Offering

Exhibit 99.1 Advanced Merger Partners, Inc. Announces Pricing of $250 Million Initial Public Offering New York, NY, March 1, 2021 ? Advanced Merger Partners, Inc. (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 trade on the New York Stock Exchange (?NYSE?) under the ticker symbol ?AMPI.U? beginning March 2

Registration Rights Agreement, dated March 1, 2021, among the Company and certain securityholders.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 1, 2021, by and among Advanced Merger Partners, Inc., a Delaware corporation (the “Company”), HLI Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with

Form of Indemnity Agreement.

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 1, 2021, by and between Advanced Merger Partners, Inc., a Delaware corporation (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 provided with adequ

Advanced Merger Partners, Inc. 25,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.: 333-252624 PROSPECTUS Advanced Merger Partners, Inc. $250,000,000 25,000,000 Units Advanced Merger Partners, Inc. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we re

- 8-A12B

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 ADVANCED MERGER PARTNERS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3929296 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

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Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 February 25, 2021 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Kevin Dougherty, Karina Dorin, Wei Lu, Ethan Horowitz Re: Advanced Merger Partners, Inc. Registration Statement on Form S-1 Registration File No. 333-252624 Ladies and Gentlemen: In accordance with

-

ADVANCED MERGER PARTNERS, INC. c/o Saddle Point Management, L.P. 555 West 57th Street, Suite 1326 New York, NY 10019 February 25, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Kevin Dougherty, Karina Dorin, Wei Lu, Ethan Horowitz Re: Advanced Merger Partners, Inc. Registration Statement on Form

Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT ( ?Agreement?) is made as of [?], 2021 between Advanced Merger Partners, Inc., a Delaware corporation, with offices at c/o Saddle Point Management, L.P., 555 West 57th Street, Suite 1326, New York, NY 10019 (?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 1000

- S-1/A

S-1/A 1 d12924ds1a.htm S-1/A As filed with the Securities and Exchange Commission on February 24, 2021. Registration No. 333-252624 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Advanced Merger Partners, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 85-3929296 (

Form of Amended and Restated Certificate of Incorporation*

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCED MERGER PARTNERS, INC. [?], 2021 Advanced Merger Partners, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Advanced Merger Partners, Inc.?. The original certificate of incorporation of the Corporation was

-

Jason T. Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] February 24, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Kevin Dougherty Re: Advanced Merger Partners, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed February 22, 2021 File No. 333-252624 Dear Mr. Dougherty: On behalf

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on February 19, 2021.

Form of Underwriting Agreement*

Exhibit 1.1 Advanced Merger Partners, Inc. 25,000,000 Units Underwriting Agreement February [•], 2021 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 As Representative of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: Advanced Merger Partners, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in thi

Form of Code of Business Conduct and Ethics*

Exhibit 14 ADVANCED MERGER PARTNERS, INC. CODE OF BUSINESS CONDUCT AND ETHICS 1 Introduction The Board of Directors (the ?Board?) of Advanced Merger Partners, Inc. (the ?Company?) has adopted this code of business conduct and ethics (this ?Code?), as amended from time to time by the Board, and which is applicable to all of the Company?s directors, officers and employees (to the extent that employe

Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT ( ?Agreement?) is made as of [?], 2021 between Advanced Merger Partners, Inc., a Delaware corporation, with offices at c/o Saddle Point Management, L.P., 555 West 57th Street, Suite 1326, New York, NY 10019 (?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 1000

Form of Amended and Restated Certificate of Incorporation*

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCED MERGER PARTNERS, INC. [?], 2021 Advanced Merger Partners, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Advanced Merger Partners, Inc.?. The original certificate of incorporation of the Corporation was

Form of Letter Agreement among the Registrant and the other parties thereto*

Exhibit 10.1 [●], 2021 Advanced Merger Partners, Inc. c/o Saddle Point Management, L.P. 555 West 57th Street, Suite 1326 New York, NY 10019 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”) by and between Advanced Merger Partners, Inc., a Delaware corporation

Specimen Warrant Certificate.

Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS ADVANCED MERGER PARTNERS, INC. CUSIP [?] WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the ?Warrant(s)?) of Advanced Merger Partners, Inc., a Delaware corporation (the ?Company?), expiring at 5:00 p.

Consent of Ann Daly*

Exhibit 99.4 Consent of Director Nominee Advanced Merger Partners, Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Advanced Merger Partners, Inc. (the “Company”), the undersigned hereby consents to being named and described as a dire

Form of Registration Rights Agreement between the Registrant and certain securityholders*

EX-10.7 11 d12924dex107.htm EX-10.7 Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Advanced Merger Partners, Inc., a Delaware corporation (the “Company”), HLI Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto

Specimen Unit Certificate.

EX-4.1 2 d12924dex41.htm EX-4.1 Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS ADVANCED MERGER PARTNERS, INC. CUSIP [•] UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-[•] OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) sh

Nominating and Corporate Governance Committee Charter*

EX-99.3 17 d12924dex993.htm EX-99.3 Exhibit 99.3 ADVANCED MERGER PARTNERS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER 1. Purpose The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Advanced Merger Partners, Inc. (the “Company”) shall be to: (a) identify and to recommend individuals qualified to serve as dire

Compensation Committee Charter*

Exhibit 99.2 ADVANCED MERGER PARTNERS, INC. COMPENSATION COMMITTEE CHARTER 1. Purpose The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Advanced Merger Partners, Inc. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, and its incentive-compensation

Founder Shares Subscription Agreement, dated December 6, 2020, between the Registrant and Bruce Zimmerman*

Exhibit 10.5 HLI Acquisition Corporation 555 West 57th Street, Suite 1326 New York, NY 10019 December 6, 2020 To: Bruce Zimmerman RE: Subscription Agreement for Founder Shares Mr. Zimmerman: We are pleased to accept the offer you (the “Subscriber” or “you”) have made to purchase 25,000 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of HLI Acqui

Form of Investment Management Trust Agreement between Continental Stock Transfer and Trust Company and the Registrant*

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Advanced Merger Partners, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1,

Specimen Class A Common Stock Certificate.

Exhibit 4.2 NUMBER SHARES C ADVANCED MERGER PARTNERS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP [?] is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF ADVANCED MERGER PARTNERS, INC. (the ?Company?) transferable on the books of the Company

Audit Committee Charter*

Exhibit 99.1 ADVANCED MERGER PARTNERS, INC. AUDIT COMMITTEE CHARTER 1. Purpose The purposes of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Advanced Merger Partners, Inc. (the “Company”) shall be to provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the quality and integrity of the Company’s financial statements and

- S-1/A

As filed with the Securities and Exchange Commission on February 16, 2021. Registration No. 333-252624 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Advanced Merger Partners, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 85-3929296 (State or other jurisdiction o

Consent of Alejandro Santo Domingo*

EX-99.6 20 d12924dex996.htm EX-99.6 Exhibit 99.6 Consent of Director Nominee Advanced Merger Partners, Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Advanced Merger Partners, Inc. (the “Company”), the undersigned hereby consents to

Consent of James Ellis*

EX-99.5 19 d12924dex995.htm EX-99.5 Exhibit 99.5 Consent of Director Nominee Advanced Merger Partners, Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Advanced Merger Partners, Inc. (the “Company”), the undersigned hereby consents to

Form of Consulting Agreement between Houlihan Lokey Capital, Inc. and the Registrant*

Exhibit 10.11 [Date] Personal and Confidential Advanced Merger Partners, Inc. c/o Saddle Point Management, L.P. 555 West 57th Street, Suite 1326 New York, NY 10019 Attn: Roy J. Katzovicz, Chief Executive Officer Dear Ladies and Gentlemen: This letter agreement (this “Agreement”) confirms the understanding and agreement between Advanced Merger Partners, Inc. (the “Company”) and Houlihan Lokey Capit

Consent of Bruce Zimmerman*

Exhibit 99.7 Consent of Director Nominee Advanced Merger Partners, Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Advanced Merger Partners, Inc. (the “Company”), the undersigned hereby consents to being named and described as a dire

Form of Private Placement Warrants Purchase Agreement between the Registrant and HLI Sponsor, LLC*

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This Private Placement Warrants Purchase Agreement (as it may from time to time be amended, ?Agreement?), dated as of [?], 2021, is entered into by and between Advanced Merger Partners, Inc., a Delaware corporation (the ?Company?), and HLI Sponsor, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intends to

Form of Administrative Services and Consulting Agreement between Saddle Point Management, L.P. and the Registrant*

Exhibit 10.10 ADVANCED MERGER PARTNERS, INC. c/o Saddle Point Management, L.P. 555 West 57th Street, Suite 1326 New York, NY 10019 [?], 2021 Saddle Point Management, L.P. 555 West 57th Street, Suite 1326 New York, NY 10019 Re: Administrative Services and Consulting Agreement Ladies and Gentlemen: This letter agreement by and between Advanced Merger Partners, Inc. (the ?Company?) and Saddle Point M

Founder Shares Subscription Agreement, dated December 3, 2020, between the Registrant and HLI Sponsor, LLC*

Exhibit 10.3 HLI Acquisition Corporation 555 West 57th Street, Suite 1326 New York, NY 10019 December 3, 2020 HLI Sponsor, LLC RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer HLI Sponsor, LLC (the ?Subscriber? or ?you?) has made to purchase 7,112,500 shares (?Founder Shares?) of Class B common stock, $0.0001 par value per share (the ?Class B C

Form of Indemnity Agreement*

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Advanced Merger Partners, Inc., a Delaware corporation (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 provided with adequate

Founder Shares Subscription Agreement, dated December 4, 2020, between the Registrant and James Ellis*

Exhibit 10.4 HLI Acquisition Corporation 555 West 57th Street, Suite 1326 New York, NY 10019 December 4, 2020 To: James Ellis RE: Subscription Agreement for Founder Shares Mr. Ellis: We are pleased to accept the offer you (the ?Subscriber? or ?you?) have made to purchase 25,000 shares (?Founder Shares?) of the Class B common stock, $0.0001 par value per share (?Common Stock?), of HLI Acquisition C

Bylaws of the Company.

EX-3.4 Exhibit 3.4 BY LAWS OF ADVANCED MERGER PARTNERS, INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered ag

Certificate of Incorporation

EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HLI ACQUISITION CORPORATION THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (the “Certificate”) for such corporation:

Certificate of Amendment of Certificate of Incorporation

EX-3.2 3 d12924dex32.htm EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF HLI ACQUISITION CORPORATION HLI Acquisition Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: FIRST: The name of the corporation is HLI Acquisition Corporation. SECOND: The Certificate

Promissory Note, dated December 4, 2020, issued to HLI Sponsor, LLC.

EX-10.9 Exhibit 10.9 THIS PROMISSORY NOTE (THIS “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

Registration Statement - S-1

Table of Contents As filed with the Securities and Exchange Commission on February 1, 2021.

-

DRS Table of Contents As submitted confidentially with the U.S. Securities and Exchange Commission on January 14, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRA