0001209191-20-055427.txt : 20201020 0001209191-20-055427.hdr.sgml : 20201020 20201020202658 ACCESSION NUMBER: 0001209191-20-055427 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20201013 FILED AS OF DATE: 20201020 DATE AS OF CHANGE: 20201020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5:01 Acquisition LLC CENTRAL INDEX KEY: 0001826636 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39612 FILM NUMBER: 201249364 BUSINESS ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-993-8570 MAIL ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Ventures VI, L.P. CENTRAL INDEX KEY: 0001753037 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39612 FILM NUMBER: 201249365 BUSINESS ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-993-8570 MAIL ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Partners VI, LLC CENTRAL INDEX KEY: 0001829051 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39612 FILM NUMBER: 201249366 BUSINESS ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 650 843 5000 MAIL ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 5:01 Acquisition Corp. CENTRAL INDEX KEY: 0001823465 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 852790755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-993-8570 MAIL ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2020-10-13 2020-10-13 0 0001823465 5:01 Acquisition Corp. FVAM 0001826636 5:01 Acquisition LLC 501 SECOND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001753037 5AM Ventures VI, L.P. 501 SECOND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001829051 5AM Partners VI, LLC 501 SECOND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 Class B Common Stock 0.00 Class A Common Stock 2300000 D As described in the issuer's registration statement on Form S-1 (File No. 333-249036) under the heading "Description of Securities - Founder Shares and Private Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The shares of Class B common stock owned by the Reporting Person includes up to 300,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. 5AM Partners VI, LLC is the general partner of 5AM Ventures VI, L.P., the sole member of the Reporting Person, and may be deemed to have sole investment and voting power over the shares held by the Reporting Person. Exhibit 24 List - Power of Attorney Exhibit 24.1 Exhibit 24.2 Amending Form 3 to include additional reporting persons. /s/ Nathan Jeffries, Attorney-in-Fact 2020-10-20 /s/ Nathan Jeffries, Attorney-in-Fact 2020-10-20 /s/ Nathan Jeffries, Attorney-in-Fact 2020-10-20 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
AUTHORIZATION LETTER

October 13, 2020

Securities and Exchange Commission
100 F Street, NE
Washington, D.C.  20549
Attn:  Filing Desk

To Whom It May Concern:

By means of this letter I authorize Galya D. Blachman, Ph.D., Esq., Rebecca
Lucia, CFA, Nicole
Brookshire, Al Browne, Marianne Sarrazin and Nathan Jefferies, or any of them
individually, to
sign on my behalf all forms required under Section 16(a) of the Securities
Exchange Act of 1934,
as amended, relating to transactions involving the stock or derivative
securities of 5:01
Acquisition Corp. (the Company).  Any of these individuals is accordingly
authorized to sign
any Form 3, Form 4, Form 5 or amendment thereto that I am required to file with
the same effect
as if I had signed them myself. This authorization shall remain in effect until
revoked in writing by me.

Yours truly,
5AM VENTURES VI, L.P.
By:	5AM Partners VI, LLC
	Its general partner

By: /s/ Andrew J. Schwab
  Andrew J. Schwab, Managing Member

LIMITED POWER OF ATTORNEY
FOR SECTION 16(a) FILINGS

Know all by these presents, that the undersigned hereby constitutes and appoints
Galya
D. Blachman, Ph.D., Esq., Rebecca Lucia, CFA, Nicole Brookshire, Al Browne,
Marianne
Sarrazin and Nathan Jefferies, signing individually, as the undersigneds true
and lawful
attorney-in-fact to:

(1)	Execute for and on behalf of the undersigned, in the undersigneds capacity
as an
officer, director and/or stockholder of 5:01 Acquisition Corp. (the Company),
Forms 3, 4, and 5 and amendments thereto in accordance with Section 16(a) of the

Securities Exchange Act of 1934, as amended (the Exchange Act) and the rules
thereunder;

(2)	Do and perform any and all acts for and on behalf of the undersigned which
may
be necessary or desirable to complete and execute any such Form 3, 4, or 5 or
amendment thereto and timely file such form with the United States Securities
and Exchange Commission (the SEC) and any stock exchange or similar
authority; and

(3)	Take any other action of any type whatsoever which, in the opinion of any
such
attorney-in-fact, may be necessary or desirable in connection with the foregoing

authority, it being understood that the documents executed by and such attorney-
in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-facts discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to
do and perform any and every act and thing whatsoever required, necessary, or
proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes
as the undersigned might or could do if personally present, with full power of
substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-
facts substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Limited
Power of Attorney and the rights and powers herein granted.  The undersigned
acknowledges
that each of the foregoing attorney-in-facts, in serving in such capacity at the
request of the
undersigned, is not assuming, nor is any Company assuming, any of the
undersigneds
responsibilities to comply with Section 16 of the Exchange Act.

This Limited Power of Attorney shall remain in full force and effect until the
earlier to
occur of (a) undersigned is no longer required to file Forms 3, 4, and 5 with
respect to any
securities issued by the Company, (b) revocation by the undersigned in a signed
writing
delivered to the foregoing attorney-in-fact and (c) as to any attorney-in-fact
individually, until
such attorney-in-fact is no longer employed by the Company.  This Limited Power
of Attorney
may be filed with the SEC as a confirming statement of the authority granted
herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of
October 13, 2020.

5AM VENTURES VI, L.P.
By:	5AM Partners VI, LLC
	Its general partner

By: /s/ Andrew J. Schwab
  Andrew J. Schwab, Managing Member
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
AUTHORIZATION LETTER

October 13, 2020

Securities and Exchange Commission
100 F Street, NE
Washington, D.C.  20549
Attn:  Filing Desk

To Whom It May Concern:

By means of this letter I authorize Galya D. Blachman, Ph.D., Esq., Rebecca
Lucia, CFA, Nicole
Brookshire, Al Browne, Marianne Sarrazin and Nathan Jefferies, or any of them
individually, to
sign on my behalf all forms required under Section 16(a) of the Securities
Exchange Act of 1934,
as amended, relating to transactions involving the stock or derivative
securities of 5:01
Acquisition Corp. (the Company).  Any of these individuals is accordingly
authorized to sign
any Form 3, Form 4, Form 5 or amendment thereto that I am required to file with
the same effect
as if I had signed them myself. This authorization shall remain in effect until
revoked in writing by me.

Yours truly,
5AM VENTURES VI, LLC

By: /s/ Andrew J. Schwab
  Andrew J. Schwab, Managing Member

LIMITED POWER OF ATTORNEY
FOR SECTION 16(a) FILINGS

Know all by these presents, that the undersigned hereby constitutes and appoints
Galya
D. Blachman, Ph.D., Esq., Rebecca Lucia, CFA, Nicole Brookshire, Al Browne,
Marianne
Sarrazin and Nathan Jefferies, signing individually, as the undersigneds true
and lawful
attorney-in-fact to:

(1)	Execute for and on behalf of the undersigned, in the undersigneds capacity
as an
officer, director and/or stockholder of 5:01 Acquisition Corp. (the Company),
Forms 3, 4, and 5 and amendments thereto in accordance with Section 16(a) of the

Securities Exchange Act of 1934, as amended (the Exchange Act) and the rules
thereunder;

(2)	Do and perform any and all acts for and on behalf of the undersigned which
may
be necessary or desirable to complete and execute any such Form 3, 4, or 5 or
amendment thereto and timely file such form with the United States Securities
and Exchange Commission (the SEC) and any stock exchange or similar
authority; and

(3)	Take any other action of any type whatsoever which, in the opinion of any
such
attorney-in-fact, may be necessary or desirable in connection with the foregoing

authority, it being understood that the documents executed by and such attorney-
in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-facts discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to
do and perform any and every act and thing whatsoever required, necessary, or
proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes
as the undersigned might or could do if personally present, with full power of
substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-
facts substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Limited
Power of Attorney and the rights and powers herein granted.  The undersigned
acknowledges
that each of the foregoing attorney-in-facts, in serving in such capacity at the
request of the
undersigned, is not assuming, nor is any Company assuming, any of the
undersigneds
responsibilities to comply with Section 16 of the Exchange Act.

This Limited Power of Attorney shall remain in full force and effect until the
earlier to
occur of (a) undersigned is no longer required to file Forms 3, 4, and 5 with
respect to any
securities issued by the Company, (b) revocation by the undersigned in a signed
writing
delivered to the foregoing attorney-in-fact and (c) as to any attorney-in-fact
individually, until
such attorney-in-fact is no longer employed by the Company.  This Limited Power
of Attorney
may be filed with the SEC as a confirming statement of the authority granted
herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of
October 13, 2020.

5AM VENTURES VI, LLC

By: /s/ Andrew J. Schwab
  Andrew J. Schwab, Managing Member