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| CIK | 1841993 |
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 Model Performance Acquisition Corp - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 13, 2024 |
VGG6246M1059 / MODEL PERFORMANCE ACQUISITION CORP / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 mpac20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Model Performance Acquisition Corp. (Name of Issuer) Ordinary Shares (Title of Class of Securities) G6246M105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 14, 2023 |
VGG6246M1059 / MODEL PERFORMANCE ACQUISITION CORP / ATW SPAC 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)* Model Performance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G6246M105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 14, 2023 |
SC 13G/A 1 d376309dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No.1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Model Performance Acquisition Corp. (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G624 |
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| February 14, 2023 |
VGG6246M1059 / MODEL PERFORMANCE ACQUISITION CORP / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 mpac20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Model Performance Acquisition Corporation (Name of Issuer) Class A ordinary share, with no par value (Title of Class of Securities) G6246M105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| January 24, 2023 |
VG:MPACU / Model Performance Acquisition Corp. / BOOTHBAY FUND 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. 2)* Model Performance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, no par value (Title of Class of Securities) G6246M113 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| January 10, 2023 |
SC 13G/A 1 mpac13ga.htm MPAC 13GA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Model Performance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, no par value (Title of Class of Securities) G6246M105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the a |
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| January 4, 2023 |
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 December 28, 2022 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 N/A (State or other jurisdiction of incorp |
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| January 4, 2023 |
Exhibit 3.1 |
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| December 28, 2022 |
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 December 28, 2022 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 N/A (State or other jurisdiction of incorp |
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| December 20, 2022 |
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 December 20, 2022 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jurisdiction of incorp |
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| December 20, 2022 |
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 December 20, 2022 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jurisdiction of incorp |
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| December 16, 2022 |
Exhibit 10.1 Waiver Reference is made to that certain Merger Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of August 6, 2021, by and among MultiMetaVerse Inc., a Cayman Islands exempted company (the “Company”), certain shareholders of the Company, Model Performance Acquisition Corp., a British Virgin Islands business company (the |
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| December 16, 2022 |
Exhibit 10.1 Waiver Reference is made to that certain Merger Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of August 6, 2021, by and among MultiMetaVerse Inc., a Cayman Islands exempted company (the “Company”), certain shareholders of the Company, Model Performance Acquisition Corp., a British Virgin Islands business company (the |
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| December 16, 2022 |
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 December 16, 2022 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jurisdiction of incorp |
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| December 16, 2022 |
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 x 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)) ? Proxy Statement/Prospe |
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| December 16, 2022 |
Exhibit 10.2 THIS TERMINATION AGREEMENT (this “Agreement”) is entered into on December 16, 2022 (the “Effective Date”) BETWEEN (1) Model Performance Acquisition Corp., a British Virgin Islands business company (the “Issuer”); (2) Model Performance Mini Corp., a British Virgin Islands business company (“PubCo”); and (3) Bilibili, Inc., an exempted company incorporated in the Cayman Islands (“Subscr |
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| December 16, 2022 |
Exhibit 10.2 THIS TERMINATION AGREEMENT (this “Agreement”) is entered into on December 16, 2022 (the “Effective Date”) BETWEEN (1) Model Performance Acquisition Corp., a British Virgin Islands business company (the “Issuer”); (2) Model Performance Mini Corp., a British Virgin Islands business company (“PubCo”); and (3) Bilibili, Inc., an exempted company incorporated in the Cayman Islands (“Subscr |
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| December 16, 2022 |
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 December 16, 2022 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jurisdiction of incorp |
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| December 6, 2022 |
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)) ? ? |
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| November 29, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Model Performance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, no par value (Title of Class of Securities) G6246M105 (CUSIP Number) October 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| November 14, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 3, 2022 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 3rd day of November, 2022, by and among Model Performance Acquisition Corp., an exempted company incorporated and existing under the laws of the British Virgin Islands (the ?Issuer?), Model Performance Mini Corp. a British Virgin Island company (?PubCo?), and the undersigned (?Subsc |
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| November 3, 2022 |
425 1 tm2229530d18k.htm 425 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 November 3, 2022 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or o |
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| November 3, 2022 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 3rd day of November, 2022, by and among Model Performance Acquisition Corp., an exempted company incorporated and existing under the laws of the British Virgin Islands (the ?Issuer?), Model Performance Mini Corp. a British Virgin Island company (?PubCo?), and the undersigned (?Subsc |
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| November 3, 2022 |
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 November 3, 2022 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jurisdiction of incorpo |
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| October 11, 2022 |
Filed by Model Performance Mini Corp. Filed by Model Performance Mini Corp. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Model Performance Acquisition Corp. Commission File No. 333-267125 M ultiMetaVerse Inc. Investor Presentation October 2022 Model Performance Acquisition Corp. This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own |
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| September 30, 2022 |
Second Amendment to Merger Agreement dated as of September 29, 2022 Exhibit 2.3 Second Amendment to Merger Agreement This SECOND Amendment to Merger Agreement (this ?Amendment?), dated as of September 29, 2022, is entered into by and among MultiMetaVerse Inc., a Cayman Islands exempted company (the ?Company?), certain shareholders of the Company as set forth on Exhibit A (each, a ?Principal Shareholder? and collectively the ?Principal Shareholders?), Model Perform |
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| September 30, 2022 |
Exhibit 99.1 Model Performance Acquisition Corp. Announces Extension of Combination Period and Second Amendment to the Merger Agreement NEW YORK, September 30, 2022 /PRNewswire/ - Model Performance Acquisition Corp. (NASDAQ: MPAC, the ?Company?), a special purpose acquisition company, announced today that at its extraordinary general meeting of shareholders on September 28, 2022 (the ?Meeting?), t |
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| September 30, 2022 |
Second Amendment to Merger Agreement dated as of September 29, 2022 Exhibit 2.3 Second Amendment to Merger Agreement This SECOND Amendment to Merger Agreement (this ?Amendment?), dated as of September 29, 2022, is entered into by and among MultiMetaVerse Inc., a Cayman Islands exempted company (the ?Company?), certain shareholders of the Company as set forth on Exhibit A (each, a ?Principal Shareholder? and collectively the ?Principal Shareholders?), Model Perform |
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| September 30, 2022 |
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 September 28, 2022 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 N/A (State or other jurisdiction of incor |
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| September 30, 2022 |
Exhibit 3.1 Territory of the British Virgin Islands The BVI Business Companies Act, 2004 SECOND AMENDED AND RESTATED memorandum and articles of association OF Model Performance Acquisition Corp. Incorporated as a BVI Business Company on 8 January 2021 Amended and Restated on 28 September 2022 1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 SECOND AMENDED AND RESTATED |
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| September 30, 2022 |
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 September 28, 2022 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 N/A (State or other jurisdiction of incor |
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| September 30, 2022 |
Exhibit 3.1 Territory of the British Virgin Islands The BVI Business Companies Act, 2004 SECOND AMENDED AND RESTATED memorandum and articles of association OF Model Performance Acquisition Corp. Incorporated as a BVI Business Company on 8 January 2021 Amended and Restated on 28 September 2022 1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 SECOND AMENDED AND RESTATED |
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| September 30, 2022 |
Exhibit 99.1 Model Performance Acquisition Corp. Announces Extension of Combination Period and Second Amendment to the Merger Agreement NEW YORK, September 30, 2022 /PRNewswire/ - Model Performance Acquisition Corp. (NASDAQ: MPAC, the ?Company?), a special purpose acquisition company, announced today that at its extraordinary general meeting of shareholders on September 28, 2022 (the ?Meeting?), t |
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| September 7, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? SCHEDULE 14A ? (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION? 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 ? ? Confidenti |
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| August 18, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? SCHEDULE 14A ? (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION? 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 ? ? Confidenti |
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| August 15, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 30, 2022 |
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 June 29, 2022 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 N/A (State or other jurisdiction of incorporat |
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| June 30, 2022 |
Exhibit 99.1 Model Performance Acquisition Corp. Announces Contribution to Trust Account to Extend Period to Consummate Business Combination NEW YORK, June 30, 2022 /PRNewswire/ - Model Performance Acquisition Corp. (NASDAQ: MPAC, the ?Company?), a special purpose acquisition company, announced today that it has deposited into the Company?s trust account (the ?Trust Account?) an aggregate of $575, |
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| May 16, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 15, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40318 CUSIP NUMBER 28059Q 103 (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tr |
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| March 31, 2022 |
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 March 28, 2022 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 N/A (State or other jurisdiction of incorpora |
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| March 31, 2022 |
Exhibit 99.1 Model Performance Acquisition Corp. Announces Contribution to Trust Account to Extend Period to Consummate Business Combination NEW YORK, March 30, 2022 /PRNewswire/ - Model Performance Acquisition Corp. (NASDAQ: MPAC, the ?Company?), a special purpose acquisition company, announced today that it has deposited into the Company?s trust account (the ?Trust Account?) an aggregate of $575 |
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| March 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
VGG6246M1059 / MODEL PERFORMANCE ACQUISITION CORP / ATW SPAC 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. N/A)* Model Performance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G6246M105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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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 RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2 Model Performance Acquisition Corp. (Name of Issuer) Ordinary Share, no par value (Title of Class of Securities) G6246M105 (CUSIP Number) December 31, 2021 (Date |
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| February 14, 2022 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares, no par value, of Model Performance Acquisition Corp. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Model Performance Acquisition Corp. (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G6246M105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| February 11, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares, no par value, of Model Performance Acquisition Corp., a British Virgin Islands corporation, and f |
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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.)* Model Performance Acquisition Corp (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G6246M105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 11, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. |
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| February 10, 2022 |
VG:MPACU / Model Performance Acquisition Corp. / BOOTHBAY FUND 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)* Model Performance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, no par value (Title of Class of Securities) G6246M113 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 10, 2022 |
Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 8, 2021 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jur |
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| February 10, 2022 |
MODEL PERFORMANCE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 MODEL PERFORMANCE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of April 12, 2021 (As Restated) F-3 Notes to Financial Statement (As Restated) F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Model Performance Acquisition Corp. Opinion on the |
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| January 27, 2022 |
OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Model Performance Acquisition Corp. (Name of Issuer) Ordinary shares, no par value (Title of Class of Securities) G6246M105 (CUSIP Number) |
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| January 11, 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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| January 6, 2022 |
First Amendment to Merger Agreement dated as of January 6, 2022 Exhibit 2.1 First Amendment to Merger Agreement This FIRST Amendment to Merger Agreement (this ?Amendment?), dated as of January 6, 2022, is entered into by and among MultiMetaVerse Inc., a Cayman Islands exempted company (the ?Company?), certain shareholders of the Company as set forth on Exhibit A (each, a ?Principal Shareholder? and collectively the ?Principal Shareholders?), Model Performance |
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| January 6, 2022 |
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 December 8, 2021 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jurisdiction of incorpo |
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| January 6, 2022 |
First Amendment to Merger Agreement dated as of January 6, 2022 Exhibit 2.1 First Amendment to Merger Agreement This FIRST Amendment to Merger Agreement (this ?Amendment?), dated as of January 6, 2022, is entered into by and among MultiMetaVerse Inc., a Cayman Islands exempted company (the ?Company?), certain shareholders of the Company as set forth on Exhibit A (each, a ?Principal Shareholder? and collectively the ?Principal Shareholders?), Model Performance |
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| January 6, 2022 |
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 December 8, 2021 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jurisdiction of incorpo |
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| November 23, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 19, 2021 |
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 November 19, 2021 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jurisdiction of incorp |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001 40318 CUSIP NUMBER 28059Q 103 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? 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 Re |
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| August 23, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001 40318 CUSIP NUMBER 28059Q 103 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report |
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| August 9, 2021 |
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 August 6, 2021 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jurisdiction of incorpora |
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| August 9, 2021 |
Form of Stockholder Lock-Up Agreement Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is dated as of [?], 2021, by and between the undersigned (the ?Holder?) and Model Performance Mini Corp., a British Virgin Islands company (?Purchaser?). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). BACKGROUND A. Model Performance |
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| August 9, 2021 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 6th day of August, 2021, by and among Model Performance Acquisition Corp., an exempted company incorporated and existing under the laws of the British Virgin Islands (the ?Issuer?), Model Performance Mini Corp. a British Virgin Island company (?PubCo?), and the undersigned (?Subscri |
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| August 9, 2021 |
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 August 6, 2021 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jurisdiction of incorpora |
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| August 9, 2021 |
Form of Stockholder Lock-Up Agreement Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is dated as of [?], 2021, by and between the undersigned (the ?Holder?) and Model Performance Mini Corp., a British Virgin Islands company (?Purchaser?). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). BACKGROUND A. Model Performance |
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| August 9, 2021 |
Form of Amended and Restated Registration Rights Agreement Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the [?] day of [?], 2021, by and among Model Performance Mini Corp., a British Virgin Islands company (the ?Company?), and the undersigned parties listed under Investor on the signature page hereto (each, an ?Investor? and collectively, th |
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| August 9, 2021 |
Form of Amended and Restated Registration Rights Agreement Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the [?] day of [?], 2021, by and among Model Performance Mini Corp., a British Virgin Islands company (the ?Company?), and the undersigned parties listed under Investor on the signature page hereto (each, an ?Investor? and collectively, th |
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| August 9, 2021 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 6th day of August, 2021, by and among Model Performance Acquisition Corp., an exempted company incorporated and existing under the laws of the British Virgin Islands (the ?Issuer?), Model Performance Mini Corp. a British Virgin Island company (?PubCo?), and the undersigned (?Subscri |
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| August 9, 2021 |
Merger Agreement dated as of August 6, 2021 Exhibit 2.1 EXECUTION VERSION MERGER AGREEMENT dated August 6, 2021 by and among MultiMetaVerse Inc., a Cayman Islands exempted company (the ?Company?), Certain shareholders of the Company (the ?Principal Shareholders?), Model Performance Acquisition Corp., a British Virgin Islands business company (the ?Parent?), Model Performance Mini Corp., a British Virgin Islands business company (the ?Purcha |
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| August 9, 2021 |
Merger Agreement dated as of August 6, 2021 Exhibit 2.1 EXECUTION VERSION MERGER AGREEMENT dated August 6, 2021 by and among MultiMetaVerse Inc., a Cayman Islands exempted company (the ?Company?), Certain shareholders of the Company (the ?Principal Shareholders?), Model Performance Acquisition Corp., a British Virgin Islands business company (the ?Parent?), Model Performance Mini Corp., a British Virgin Islands business company (the ?Purcha |
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| June 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No. 1 (Rule 13d-102) Under the Securities Exchange Act of 1934 Model Performance Acquisition Corp (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G6246M105 (CUSIP Number) June 17, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| June 8, 2021 |
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 June 8, 2021 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jurisdiction of incorporati |
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| June 1, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001 40318 CUSIP NUMBER 28059Q 103 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? 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 |
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| May 20, 2021 |
Unregistered Sales of Equity Securities, 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 April 12, 2021 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jurisdiction of incorpora |
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| May 20, 2021 |
MODEL PERFORMANCE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 MODEL PERFORMANCE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of April 12, 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 Model Performance Acquisition Corp. Opinion on the Financial Statement We have |
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| April 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Model Performance Acquisition Corp. (Name of Issuer) Units (Title of Class of Securities) (CUSIP Number) April 8, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| April 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 Model Performance Acquisition Corp (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G6246M113 (CUSIP Number) April 09, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| April 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Model Performance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G6246M113 (CUSIP Number) April 9, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| April 13, 2021 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of April 7, 2021, is made and entered into by and among Model Performance Acquisition Corp., a British Virgin Islands business company (the ?Company?), First Euro Investments Limited, a British Virgin Islands business company (the ?Sponsor?) and each additional undersigned party listed on the |
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| April 13, 2021 |
Exhibit 10.1 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of April 7, 2021 between Model Performance Acquisition Corp., a British Virgin Islands business company, with offices at Cheung Kong Center, 58 Floor, Unit 5801, 2 Queens Road Central, Central, Hong Kong (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State S |
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| April 13, 2021 |
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 April 7, 2021 Date of Report (Date of earliest event reported) Model Performance Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-40318 n/a (State or other jurisdiction of incorporat |
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| April 13, 2021 |
Exhibit 4.1 WARRANT AGREEMENT This Warrant Agreement (?Warrant Agreement?) is made as of April 7, 2021, by and between Model Performance Acquisition Corp., a British Virgin Islands business company (the ?Company?), and Continental Stock Transfer & Trust Company (the ?Warrant Agent?). WHEREAS, the Company is engaged in a public offering (the ?Public Offering?) of 5,000,000 units (the ?Public Units? |
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| April 13, 2021 |
Underwriting Agreement, dated April 7, 2021, by and between the Company and Maxim. Exhibit 1.1 5,000,000 Units Model Performance Acquisition Corp. UNDERWRITING AGREEMENT April 7, 2021 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Model Performance Acquisition Corp., a company incorporated as a British Virgin Islands company (?Company?), hereby confirms its agreement |
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| April 13, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of April 7, 2021 by and between Model Performance Acquisition Corp., a British Virgin Islands company (the ?Company?), and Continental Stock Transfer & Trust Company, as New York corporation (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. |
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| April 13, 2021 |
Exhibit 10.2 April 7, 2021 Model Performance Acquisition Corp. Cheung Kong Center, 58 Floor, Unit 5801 2 Queens Road Central Central, Hong Kong Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Model Performance |
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| April 13, 2021 |
Third Amended and Restated Memorandum and Articles of Association. Exhibit 3.1 Territory of the British Virgin Islands The BVI Business Companies Act, 2004 memorandum and articles of association OF Model Performance Acquisition Corp. Incorporated as a BVI Business Company on 8 January 2021 Amended and Restated on 7 April 2021 1 BTLG2-4911437-1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 MEMORANDUM OF ASSOCIATION OF Model Performanc |
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| April 13, 2021 |
Exhibit 10.6 MODEL PERFORMANCE ACQUISITION CORP. Cheung Kong Center 58 Floor, Unit 5801 2 Queens Road Central Central, Hong Kong April 7, 2021 First Euro Investments Limited Cheung Kong Center 58 Floor, Unit 5801 2 Queens Road Central Central, Hong Kong Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Model Performance Acquisition Company (the ?Compan |
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| April 13, 2021 |
A Unit Subscription Agreement by and between the Company and First Euro Investments Limited. Exhibit 10.5 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of this April 7, 2021, by and between Model Performance Acquisition Corp., a British Virgin Islands business company (the ?Company?), having its principal place of business at Cheung Kong Center, 58 Floor, Unit 5801, 2 Queens Road Central, Central, Hong Kong, and First Euro Investments Limited, |
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| April 8, 2021 |
$50,000,000 Model Performance Acquisition Corp. 5,000,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-253877 $50,000,000 Model Performance Acquisition Corp. 5,000,000 Units Model Performance Acquisition Corp. is a newly incorporated blank check company incorporated as a BVI business company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business com |
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| April 7, 2021 |
For UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Model Performance Acquisition Corp. |
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| April 5, 2021 |
April 5, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Pam Howell Re: Model Performance Acquisition Corp. (?Company?) Registration Statement on Form S-1 File No. 333-253877 Dear Ms. Howell: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the ?Securities Act?), Maxim Group LLC, as representat |
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| April 5, 2021 |
Model Performance Acquisition Corp. Cheung Kong Center, 58 Floor, Unit 5801 2 Queens Road Central Central Hong Kong April 5, 2021 VIA EDGAR & TELECOPY Pam Howell Division of Corporation Finance Office of Manufacturing U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Model Performance Acquisition Corp. (the ?Company?) Registration Statement on Form S-1 (File No. 333 |
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| April 2, 2021 |
As Filed with the U.S. Securities and Exchange Commission on April 2, 2021. Registration No. 333-253877 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A (Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Model Performance Acquisition Corp. (Exact name of registrant as specified in its charter) British Virgin Islands 6770 N/A (State or other |
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| April 2, 2021 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant.** Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of [ ], 2021 between Model Performance Acquisition Corp., a British Virgin Islands business company, with offices at Cheung Kong Center, 58 Floor, Unit 5801, 2 Queens Road Central, Central, Hong Kong (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street |
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| April 2, 2021 |
EX-10.5 9 tm214483d9ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2021, by and between Model Performance Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Cheung Kong Center, 58 Floor, Unit 5801, 2 Queens Road Central, Central, Hong Ko |
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| April 2, 2021 |
EX-10.2 6 tm214483d9ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 [•], 2021 Model Performance Acquisition Corp. Cheung Kong Center, 58 Floor, Unit 5801 2 Queens Road Central Central, Hong Kong Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entere |
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| April 2, 2021 |
Form of Underwriting Agreement.** EX-1.1 2 tm214483d9ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 5,000,000 Units Model Performance Acquisition Corp. UNDERWRITING AGREEMENT [•], 2021 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Model Performance Acquisition Corp., a company incorporated as a British Virgin Islands company (“Comp |
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| April 2, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** Exhibit 4.5 WARRANT AGREEMENT This Warrant Agreement (?Warrant Agreement?) is made as of [ ], 2021, by and between Model Performance Acquisition Corp., a British Virgin Islands business company (the ?Company?), and Continental Stock Transfer & Trust Company (the ?Warrant Agent?). WHEREAS, the Company is engaged in a public offering (the ?Public Offering?) of 5,000,000 units (the ?Public Units?) of |
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| April 2, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders.** EX-10.4 8 tm214483d9ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Model Performance Acquisition Corp., a British Virgin Islands business company (the “Company”), First Euro Investments Limited, a British Virgin Islands business company (the “Sponsor”) and each add |
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| April 2, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021 by and between Model Performance Acquisition Corp., a British Virgin Islands company (the ?Company?), and Continental Stock Transfer & Trust Company, as New York corporation (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333 |
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| April 2, 2021 |
Form of Third Amended and Restated Articles of Association.** Exhibit 3.3 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 MEMORANDUM OF ASSOCIATION OF Model Performance Acquisition Corp. A COMPANY LIMITED BY SHARES AMENDED AND RESTATED ON 18 JANUARY 2021 AND ON [.] FEBRUARY 2021 1 NAME The name of the Company is Model Performance Acquisition Corp.. 2 STATUS The Company shall be a company limited by shares. 3 REGISTERED OFFICE AND |
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| March 19, 2021 |
As filed with the U.S. Securities and Exchange Commission on March 19, 2021 Registration No. 333-253877 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Model Performance Acquisition Corp. (Exact name of registrant as specified in its charter) British Virgin Islands 6770 N/A (State or other |
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| March 19, 2021 |
Giovanni Caruso Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar March 18, 2021 Pam Howell U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Model Performance Acquisition Corp Registration Statement on Form S-1 Filed March 4, 2021 Amended Registration Statement on Form S-1 Filed March 12, 20 |
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| March 12, 2021 |
Promissory Note, dated as of January 13, 2021 issued to First Euro Investments Limited.* Exhibit 10.1 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 THE COMPANY THAT SUCH REGISTRATI |
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| March 12, 2021 |
Exhibit 10.5 SUBSCRIPTION AGREEMENT TO: The Directors of Model Performance Acquisition Corp. (the ?Company?). The undersigned hereby subscribes for 1,437,499 Class B ordinary shares (the ?Shares?) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000.00 to the Company. We agree to take the Shares subject to the Memorandum and Arti |
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| March 12, 2021 |
Second Amended and Restated Articles of Association Exhibit 3.2 Territory of the British Virgin Islands The BVI Business Companies Act, 2004 MEMORANDUM AND ARTICLES OF ASSOCIATION OF Model Performance Acquisition Corp. Incorporated as a BVI Business Company on January 2021 Amended and Restated on January 2021 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 MEMORANDUM OF ASSOCIATION OF Model Performance Acquisition Corp. |
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| March 12, 2021 |
Form of Third Amended and Restated Articles of Association Exhibit 3.3 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 MEMORANDUM OF ASSOCIATION OF Model Performance Acquisition Corp. A COMPANY LIMITED BY SHARES AMENDED AND RESTATED ON 18 JANUARY 2021 AND ON [.] FEBRUARY 2021 1 NAME The name of the Company is Model Performance Acquisition Corp.. 2 STATUS The Company shall be a company limited by shares. 3 REGISTERED OFFICE AND |
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| March 12, 2021 |
Exhibit 4.4 NUMBER [?] RIGHTS MODEL PERFORMANCE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (each, a ?Right?) to automatically receive one-tenth of one Class A ordinary share, no par value (?Ordinary Share?), of Model Performance |
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| March 12, 2021 |
Consent of Yeong Kang Joseph Patrick Chu.* Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Model Performance Acquisition Corp. 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 Mo |
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| March 12, 2021 |
Exhibit 10.7 MODEL PERFORMANCE ACQUISITION CORP. Cheung Kong Center 58 Floor, Unit 5801 2 Queens Road Central Central, Hong Kong [?], 2021 First Euro Investments Limited Cheung Kong Center 58 Floor, Unit 5801 2 Queens Road Central Central, Hong Kong Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Model Performance Acquisition Company (the ?Company?) |
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| March 12, 2021 |
Specimen Class A Ordinary Share Certificate Exhibit 4.2 SPECIMEN ORDINARY SHARE CERTIFICATE CERTIFICATE NUMBER SHARES MODEL PERFORMANCE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS CLASS A ORDINARY SHARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP: IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF NO PAR VALUE MODEL PERFORMANCE ACQUISITION CORP. transferable on the book |
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| March 12, 2021 |
Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of this [ ], 2021, by and between Model Performance Acquisition Corp., a British Virgin Islands business company (the ?Company?), having its principal place of business at Cheung Kong Center, 58 Floor, Unit 5801, 2 Queens Road Central, Central, Hong Kong, and First Euro Investments Limited, a Br |
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| March 12, 2021 |
Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Model Performance Acquisition Corp. 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 Mo |
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| March 12, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Model Performance Acquisition Corp. 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 Mo |
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| March 12, 2021 |
Form of Nominating Committee Charter. EX-99.3 24 tm2144833d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 MODEL PERFORMANCE ACQUISITION CORP.(the “Company”) Nominating Committee Charter (the “Charter”) The responsibilities and powers of this Nominating Committee (the “Committee”) as delegated by the Company’s Board of Directors (the “Board”) are set forth in this charter. Whenever the Committee takes an action, it shall exercise its independen |
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| March 12, 2021 |
Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS MODEL PERFORMANCE ACQUISITION CORP. CUSIP UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE, ONE WARRANT AND ONE RIGHT TO RECEIVE ONE-TENTH OF ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one Class A ordinary share, no par value, of Model Performance Acquisition Corp., a British Vir |
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| March 12, 2021 |
Exhibit 10.2 [?], 2021 Model Performance Acquisition Corp. Cheung Kong Center, 58 Floor, Unit 5801 2 Queens Road Central Central, Hong Kong Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Model Performance Acqu |
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| March 12, 2021 |
EX-10.3 16 tm2144833d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Model Performance Acquisition Corp., a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, as New York corporation (“Trustee”). WHEREAS, the Company |
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| March 12, 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 Model Performance Acquisition Corp., a British Virgin Islands business company (the ?Company?), First Euro Investments Limited, a British Virgin Islands business company (the ?Sponsor?) and each additional undersigned party listed on the sign |
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| March 12, 2021 |
Form of Audit Committee Charter.* Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF MODEL PERFORMANCE ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Model Performance Acquisition Corp. (the ?Company?) is to oversee the accounting and financial reporting processes of the Company and its subsidiaries and the audits o |
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| March 12, 2021 |
Form of Underwriting Agreement EX-1.1 2 tm2144833d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 5,000,000 Units Model Performance Acquisition Corp. UNDERWRITING AGREEMENT [•], 2021 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Model Performance Acquisition Corp., a company incorporated as a British Virgin Islands company (“Com |
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| March 12, 2021 |
Memorandum and Articles of Association Exhibit 3.1 1 Territory of the British Virgin Islands The BVI Business Companies Act 2004 Memorandum of Association of Model Performance Acquisition Corp. a company limited by Shares 1. Name 1.1 The name of the Company is Model Performance Acquisition Corp.. 2. Status 2.1 The Company is a company limited by Shares. 3. Registered office and registered agent 3.1 The first registered office of the Co |
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| March 12, 2021 |
As filed with the U.S. Securities and Exchange Commission on March 12, 2021 Registration No. 333-253877 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Model Performance Acquisition Corp. (Exact name of registrant as specified in its charter) British Virgin Islands 6770 N/A (State or other |
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| March 12, 2021 |
Form of Compensation Committee Charter.* Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF MODEL PERFORMANCE ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Model Performance Acquisition Corp. (the ?Company?) shall be to oversee the Company?s compensation and employee benefit plans and practices, including i |
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| March 12, 2021 |
Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY?S INITIAL BUSINESS COMBINATION) MODEL PERFORMANCE ACQUISITION CORP. CUSIP [?] WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants |
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| March 12, 2021 |
EX-14 21 tm2144833d1ex14.htm EXHIBIT 14 Exhibit 14 FORM OF CODE OF ETHICS OF MODEL PERFORMANCE ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of Model Performance Acquisition Corp. (the “Company”) has adopted this code of 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 |
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| March 12, 2021 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant. EX-4.6 11 tm2144833d1ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [ ], 2021 between Model Performance Acquisition Corp., a British Virgin Islands business company, with offices at Cheung Kong Center, 58 Floor, Unit 5801, 2 Queens Road Central, Central, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York |
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| March 12, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.5 WARRANT AGREEMENT This Warrant Agreement (?Warrant Agreement?) is made as of [ ], 2021, by and between Model Performance Acquisition Corp., a British Virgin Islands business company (the ?Company?), and Continental Stock Transfer & Trust Company (the ?Warrant Agent?). WHEREAS, the Company is engaged in a public offering (the ?Public Offering?) of 5,000,000 units (the ?Public Units?) of |
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| March 4, 2021 |
Giovanni Caruso Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar March 4, 2021 Pam Howell U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Model Performance Acquisition Corp Draft Registration Statement on Form S-1 Submitted February 1, 2021 CIK No. 0001841993 Dear Ms. Howell: On behalf of |
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| March 4, 2021 |
As Filed with the U.S. Securities and Exchange Commission on March 4, 2021. Registration No. 333-[?] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Model Performance Acquisition Corp. (Exact name of registrant as specified in its charter) British Virgin Islands 6770 N/A (State or other jurisdiction of incorpo |
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| February 1, 2021 |
DRS 1 filename1.htm Confidentially submitted to the U.S. Securities and Exchange Commission on February [•], 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 REGISTRATIO |
