UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 7, 2023, Clear Secure, Inc. (the “Company”), as Managing Member, amended and restated the Amended and Restated Operating Agreement of Alclear Holdings, LLC, dated as of June 29, 2021, among Alclear Holdings, LLC (“Alclear”), the Company and the other parties thereto (as amended and restated, the “A&R Operating Agreement”) in accordance with its terms to change the timing and amount of the Tax Distributions as defined and as calculated pursuant to Section 5.03(e) of the A&R Operating Agreement, including that such (i) Tax Distributions can occur at such times and in such amounts as Alclear reasonably determines is necessary to enable the Company to (x) timely satisfy all of its U.S. federal, state and local and non-U.S. tax liabilities and (y) timely meet its obligations pursuant to the Tax Receivable Agreement entered into on June 29, 2021 between the Company and the other parties thereto and (ii) additional Tax Distributions (other than pursuant to the prior clause) generally occur once a year and are made at the tax rate applicable to New York City resident corporations.
The foregoing description of the A&R Operating Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the A&R Operating Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Second Amended and Restated Operating Agreement of Alclear Holdings, LLC, dated June 7, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CLEAR SECURE, INC. | ||||||
| Date: June 7, 2023 | By: | /s/ Kenneth Cornick | ||||
| Name: | Kenneth Cornick | |||||
| Title: | President and Chief Financial Officer | |||||