S-4 1 tm2030148-1_s4.htm S-4 tm2030148-1_s4 - none - 73.6873998s
As filed with the United States Securities and Exchange Commission on September 4, 2020
Registration No: 333-     
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLYING EAGLE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
6770
(Primary Standard Industrial
Classification Code Number)
84-4478274
(I.R.S. Employer
Identification Number)
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
Telephone: (310) 209-7280
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Eli Baker
President, Chief Financial Officer and Secretary
Flying Eagle Acquisition Corp.
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
Telephone: (310) 209-7280
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joel L. Rubinstein
Jonathan P. Rochwarger
Elliott M. Smith
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 819-8200
Christopher M. Zochowski
Steven J. Gavin
David A. Sakowitz
Kyle S. Gann
Winston & Strawn LLP
200 Park Avenue
New York, New York 10166
(212) 294-6700
Andrew Paradise
Skillz Inc.
PO Box 445
San Francisco, CA 94104-0445
(415) 762-0511
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Merger Agreement described in the included proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be
Registered
Proposed Maximum
Offering Price
Per Share
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Class A common stock, par value $0.0001 per share
226,515,252(1)
$10.94
$2,478,076,856.88(2)
$321,654.38(3)
Class B common stock, par value $0.0001 per share
71,420,026(4)
$10.94
$781,335,084.44(5)
$101,417.29(3)
Class A common stock, par value $0.0001 per share
71,420,026(6)
(7)
Total
$3,259,411,941.32
$423,071.67
(1)
Based on the maximum number of shares of Class A common stock, par value $0.0001 per share (“FEAC Class A common stock”), of the registrant (“FEAC”) estimated to be issued in connection with the business combination described herein (the “Business Combination”). Such maximum number of shares of FEAC Class A common stock is based on the sum of: (a) 223,569,929 shares of FEAC Class A common stock to be issued to the holders of (i) shares of Class B common stock, par value $0.0001 per share (“Skillz Class B common stock”), of Skillz Inc. (“Skillz”) and (ii) shares of preferred stock, par value $0.0001 per share (“Skillz preferred stock”), of Skillz; and (b) 2,945,323 shares of FEAC Class A common stock reserved for issuance upon the settlement of Skillz warrants outstanding as of July 31, 2020, which warrants will automatically convert into warrants to purchase shares of FEAC Class A common stock upon consummation of the Business Combination.
(2)
Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is calculated as the product of (i) 226,515,252 shares of FEAC Class A common stock and (ii) $10.94, the average of the high and low trading prices of FEAC Class A common stock on August 31, 2020 (within five business days prior to the date of this Registration Statement).
(3)
Calculated pursuant to Rule 457 under the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001298.
(4)
Shares of Class B common stock, par value $0.0001 per share (“FEAC Class B common stock”) of FEAC to be issued to the holders of shares of Class A common stock, par value $0.0001 per share (“Skillz Class A common stock”) of Skillz.
(5)
Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is calculated as the product of (i) 71,420,026 shares of FEAC Class B common stock and (ii) $10.94, the average of the high and low trading prices of FEAC Class A common stock on August 31, 2020 (within five business days prior to the date of this Registration Statement). For purposes of calculating the registration fee, the FEAC Class B common stock is treated as having the same value as the FEAC Class A common stock as each share of FEAC Class B common stock is convertible into one share of FEAC Class A common stock.
(6)
FEAC Class A common stock issuable upon the conversion of FEAC Class B common stock.
(7)
Pursuant to Rule 457(i) promulgated under the Securities Act, no separate registration fee is required.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION DATED SEPTEMBER 4, 2020
PROXY STATEMENT OF
FLYING EAGLE ACQUISITION CORP.
PROSPECTUS FOR
294,989,955 SHARES OF CLASS A COMMON STOCK AND
2,945,323 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS OF
FLYING EAGLE ACQUISITION CORP. (WHICH WILL BE RENAMED SKILLZ INC.)
On September 1, 2020, the board of directors of Flying Eagle Acquisition Corp., a Delaware corporation (“FEAC,” “we,” “us” or “our”), unanimously approved an agreement and plan of merger, dated September 1, 2020, by and among FEAC, FEAC Merger Sub Inc., a wholly owned subsidiary of FEAC (“Merger Sub”), Skillz Inc. (“Skillz”) and Andrew Paradise (“Paradise”), solely in his capacity as representative of the stockholders of Skillz (the “Stockholder Representative”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is adopted by FEAC’s stockholders and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into Skillz with Skillz surviving the merger as a wholly owned subsidiary of FEAC (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, FEAC will be renamed “Skillz Inc.” and is referred to herein as “New Skillz” as of the time following such change of name.
Under the Merger Agreement, FEAC has agreed to acquire all of the outstanding equity interests of Skillz for approximately $3.5 billion in aggregate consideration. Skillz stockholders will have the right to elect to receive consideration in the form of cash and/or shares of common stock of New Skillz, subject to proration if the aggregate cash consideration to satisfy all cash elections exceeds or is less than the Cash Consideration. The Cash Consideration is anticipated to be equal to (A) the proceeds available from the Trust Account established in connection with FEAC’s initial public offering (the “Trust Account”), after giving effect to any and all redemptions of public shares and the payment of transaction expenses, plus (B) the funds received by FEAC in the Private Placement, plus (C) the amount of cash and cash equivalents of Skillz determined in accordance with GAAP as of 11:59 p.m. Pacific Time on the day prior to the Closing Date, minus (D) $250,000,000. In connection with the signing of the Merger Agreement, certain Skillz stockholders have made irrevocable cash elections (the “Cash Commitments”) to receive cash consideration in an aggregate amount in excess of $566 million and certain Skillz stockholders have made irrevocable stock elections to receive stock consideration (the “Stock Commitments”). If the Skillz stockholders elect to receive an aggregate amount of cash that is greater than the Cash Consideration, the amount of cash to be paid to each Skillz stockholder who elected to receive cash will be adjusted downward on a pro rata basis and each such Skillz stockholder will receive additional shares of New Skillz. If the Cash Consideration exceeds the aggregate amount of cash which the Skillz stockholders elect to receive, the number of shares of New Skillz to be received by each Skillz stockholder that has elected to receive shares will be reduced until the cash portion of such stockholder’s total merger consideration represents the same portion that the Cash Consideration represents of the aggregate merger consideration, and each such Skillz stockholder will receive a pro rata portion of the excess cash.
At the effective time of the Business Combination, the stock consideration to be issued to (i) the then current holders of stock in Skillz (other than Paradise and his controlled affiliates) will be in the form of Class A common stock of New Skillz and (ii) Paradise and his controlled affiliates will be in the form of shares of Class B common stock of New Skillz.
At the effective time, each outstanding option to purchase shares of Skillz common stock (a “Skillz option”) that is outstanding and unexercised, whether or not then vested or exercisable, will be assumed by New Skillz and will be converted into an option to acquire Class A common stock of New Skillz (other than in the case of Paradise, who will receive options exercisable for Class B common stock of New Skillz) with the same terms and conditions as applied to the Skillz option immediately prior to the effective time provided that the number of shares underlying such New Skillz option will be determined by multiplying the number of shares of Skillz common stock subject to such option immediately prior to the effective time, by the ratio determined by dividing the merger consideration value by $10.00 (the product being the “option exchange ratio”), which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Skillz option will be determined by dividing the per share exercise price immediately prior to the effective time by the option exchange ratio, which quotient shall be rounded down to the nearest whole cent.
At the effective time, each share of restricted Skillz common stock (other than those held by an individual who has waived the right to accelerate the vesting of such stock) will become immediately vested and the holder will be entitled to receive the applicable per share merger consideration, less applicable tax withholding, if any. Each share of restricted Skillz common stock held by an individual who has waived the right to accelerate the vesting of such stock will be cancelled and converted into a number of restricted shares of New Skillz stock issuable as merger consideration for one share of Skillz common stock, rounded to the nearest whole share of New Skillz common stock, subject to the same terms and conditions as applied to the Skillz restricted stock immediately prior to the effective time.
At the effective time, each warrant to purchase shares of Skillz capital stock that is issued and outstanding prior to the effective time of the Business Combination and has not been terminated pursuant to its terms will be assumed and

converted into a warrant exercisable for shares of Class A common stock of New Skillz on the same terms and conditions as applied to the existing warrants to purchase Skillz capital stock.
Class B common stock of New Skillz will have the same economic terms as the Class A common stock of New Skillz, but the Class B common stock will have twenty (20) votes per share. The New Skillz Class B common stock will be subject to a “sunset” provision if Paradise and other permitted holders of New Skillz Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of New Skillz Class B common stock collectively held by Paradise and his permitted transferees as of the effective date of the Business Combination. The Class A common stock and Class B common stock of New Skillz that is required to be issued as merger consideration will be valued at $10.00 per share.
In connection with the entry into the Merger Agreement, FEAC entered into non-redemption agreements with certain holders of FEAC Class A common stock, pursuant to which such holders agreed not to exercise their redemption rights in connection with the Business Combination (the “Non-Redemption Agreements”), and Skillz entered into voting agreements (“Voting Agreements”) with certain holders of FEAC Class A common stock, pursuant to which such holders agreed to vote their shares in favor of the Business Combination. The aggregate number of shares of FEAC Class A common stock subject to the Non-Redemption Agreements is 11,427,500, which represents $114.275 million of otherwise exercisable redemption rights. The percentage of outstanding shares of FEAC Class A common stock subject to the Voting Agreements, taken together with the Sponsor’s (as defined below) agreement to vote in favor of the Business Combination, is approximately 28%.
The total maximum number of shares of New Skillz Class A common stock expected to be issued at the Closing of the Business Combination is approximately 223,569,929. The total number of shares of New Skillz Class B common stock expected to be issued at the Closing of the Business Combination is approximately 71,420,026 . Holders of shares of Skillz capital stock will hold, in the aggregate, approximately 78% of the issued and outstanding shares of New Skillz common stock immediately following the Closing of the Business Combination and Paradise is expected to have over 80% of the combined voting power of New Skillz. Accordingly, immediately following the Closing of the Business Combination, Paradise and one or more of his permitted transferees will control New Skillz.
In addition, the Merger Agreement contemplates that FEAC’s sponsor, Eagle Equity Partners II, LLC (the “Sponsor”) will, at the Closing of the Business Combination, deliver 10,000,000 of its shares of FEAC Class B common stock to be placed into escrow and subject to forfeiture if certain earn-out conditions described more fully herein are not satisfied. If the earnout conditions are fully satisfied, 5,000,000 of such shares (the “Sponsor Earnout Shares”) will be released to the Sponsor in the form of shares of New Skillz Class A common stock and the other 5,000,000 (the “Skillz Earnout Shares”) will be released to the Skillz stockholders, who will receive shares of New Skillz common stock as a result of the Business Combination, in the form of shares of New Skillz Class A common stock (other than Paradise and his controlled affiliates who will receive shares of New Skillz Class B common stock).
Immediately prior to the effective time of the Business Combination, with the exception of the Skillz Earnout Shares that are payable to Paradise, each of the currently issued and outstanding shares of FEAC Class B common stock will automatically convert, on a one-for-one basis, into shares of New Skillz Class A common stock in accordance with the terms of the Current Charter.
FEAC’s units, Class A common stock and public warrants are publicly traded on the New York Stock Exchange (the “NYSE”) under the symbols “FEAC” and “FEAC WS”, respectively. FEAC intends to apply to list the New Skillz Class A common stock and public warrants on the NYSE under the symbols “SKLZ” and “SKLZ WS”, respectively, upon the Closing of the Business Combination. New Skillz will not have units traded following Closing of the Business Combination.
FEAC will hold a special meeting of stockholders (the “Special Meeting”) to consider matters relating to the Business Combination. FEAC cannot complete the Business Combination unless FEAC’s stockholders consent to the approval of the Merger Agreement and the transactions contemplated thereby. FEAC is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.
Unless adjourned, the Special Meeting of the stockholders of FEAC will be held at           a.m., New York City time, on           , 2020, in virtual format.
This proxy statement/prospectus provides you with detailed information about the Business Combination. It also contains or references information about FEAC and New Skillz and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 44 for a discussion of the risks you should consider in evaluating the Business Combination and how it will affect you.
If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing FEAC.info@investor.morrowsodali.com. This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at           .
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated           , 2020, and is first being mailed to stockholders of FEAC on or about           , 2020.

 
FLYING EAGLE ACQUISITION CORP.
2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON           , 2020
TO THE STOCKHOLDERS OF FLYING EAGLE ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of Flying Eagle Acquisition Corp., a Delaware corporation (“FEAC,” “we,” “us” or “our”), will be held at           a.m., New York City time, on           , 2020, in virtual format. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:
(a)
Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the agreement and plan of merger, dated as of September 1, 2020 (as may be amended and/or restated from time to time, the “Merger Agreement”), by and among FEAC; FEAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of FEAC (“Merger Sub”); Skillz, a Delaware corporation (“Skillz”); and Paradise, solely in his capacity as representative of the stockholders of Skillz, and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Skillz with Skillz surviving the merger as a wholly owned subsidiary of FEAC (the transactions contemplated by the Merger Agreement, the “Business Combination” and such proposal, the “Business Combination Proposal”);
(b)
Proposal No. 2 — The Charter Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed third amended and restated certificate of incorporation of FEAC (the “Proposed Charter”), which will replace FEAC’s second amended and restated certificate of incorporation, dated March 5, 2020 (the “Current Charter”) and will be in effect upon the Closing of the Business Combination (we refer to such proposal as the “Charter Proposal”);
(c)
Proposal No. 3 — The Advisory Charter Proposals — to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as seven separate sub-proposals (we refer to such proposals as the “Advisory Charter Proposals”);
(i)
Advisory Charter Proposal A — New Skillz will be authorized to issue 1,000,000,000 shares of capital stock, consisting of (i) 790,000,000 shares of New Skillz Class A common stock, par value $0.0001 per share, (ii) 200,000,000 shares of New Skillz Class B common stock, par value $0.0001 per share, and (iii) 10,000,000 shares of preferred stock, par value $0.0001 per share, as opposed to FEAC having 401,000,000 shares of capital stock, consisting of  (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share;
(ii)
Advisory Charter Proposal B — Holders of shares of New Skillz Class A common stock will be entitled to cast one vote per share of New Skillz Class A common stock and holders of shares of New Skillz Class B common stock will be entitled to cast 20 votes per share of New Skillz Class B common stock on each matter properly submitted to New Skillz’s stockholders entitled to vote, as opposed to each share of FEAC Class A common stock and FEAC Class B common stock being entitled to one vote per share on each matter properly submitted to FEAC’s stockholders entitled to vote;
(iii)
Advisory Charter Proposal C — Each member of the board of directors of New Skillz will be elected at each annual meeting of stockholders (or special meeting in lieu thereof), as opposed to FEAC having three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term;
 

 
(iv)
Advisory Charter Proposal D — Any action required or permitted to be taken by the stockholders of New Skillz may be taken by written consent until the time the issued and outstanding shares of Class B common stock represent less than 50% of the voting power of the then outstanding shares of capital stock of New Skillz, as opposed to only holders of shares of FEAC Class B common stock having the ability to take stockholder action by written consent;
(v)
Advisory Charter Proposal E — Amendments to certain provisions of the Proposed Charter will require either (i) so long as any shares of Class B common stock remain outstanding, the affirmative vote of the holders of at least two-thirds of the outstanding shares of Class B common stock of New Skillz, voting as a separate class, (ii) the affirmative vote of the holders of a majority of the voting power of the then outstanding capital stock of New Skillz or (iii) so long as any shares of Class A common stock remain outstanding, the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock of New Skillz, voting as a separate class, as opposed to amendments to certain provisions of the Current Charter requiring an amendment to be conducted in accordance with Delaware law, subject to certain exceptions;
(vi)
Advisory Charter Proposal F — The bylaws of New Skillz may be amended, altered or repealed or adopted either (x) by the affirmative vote of a majority of the New Skillz board of directors present at any regular or special meeting of the Board at which a quorum is present or (y) (i) the affirmative vote of the holders of at least two-thirds of the voting power of the capital stock of New Skillz or (ii) the affirmative vote of the holders of a majority of the voting power of the outstanding capital stock of New Skillz, depending on the number of shares of New Skillz capital stock beneficially owned by the Class B common stock at such time, as opposed to the bylaws of FEAC requiring the approval of a majority of the board of directors of FEAC or by the holders of a majority of FEAC’s outstanding shares;
(vii)
Advisory Charter Proposal G — The number of directors will be fixed and may be modified by the New Skillz board of directors, provided that the number of directors cannot exceed a certain threshold without the affirmative vote of the holders of (x) at least two-thirds of the voting power of the outstanding capital stock of New Skillz or (y) a majority of the voting power of the outstanding capital stock of New Skillz, depending on the number of shares of New Skillz capital stock beneficially owned by holders of the Class B common stock at such time, as opposed to the number of directors being determined by FEAC’s board of directors.
(d)
Proposal No. 4 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal and the Advisory Charter Proposals are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of (x) shares of FEAC Class A common stock pursuant to the terms of the Merger Agreement and (y) shares of FEAC Class A common stock to certain institutional investors (the “PIPE Investors”) in connection with the Private Placement, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (we refer to this proposal as the “Stock Issuance Proposal”);
(e)
Proposal No. 5 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal and the Stock Issuance Proposal are approved and adopted, the Skillz Inc. 2020 Omnibus Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex F, including the authorization of the initial share reserve under the Incentive Plan (the “Incentive Plan Proposal”);
(f)
Proposal No. 6 — The ESPP Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal and the Stock Issuance Proposal are approved and adopted, the Skillz Inc. 2020 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex G, including the authorization of the initial share reserve under the ESPP Plan (the “ESPP Proposal”);
 

 
(g)
Proposal No. 7 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).
Only holders of record of shares of FEAC’s Class A common stock and Class B common stock (collectively, “FEAC Shares”) at the close of business on           , 2020 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting.
We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read, when available, the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”
After careful consideration, FEAC’s board of directors has determined that each of the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of FEAC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of FEAC’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of FEAC and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of FEAC’s Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.
Under the Merger Agreement, the approval of each of the proposals presented at the Special Meeting (the “condition precedent proposals”) is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal.
In connection with our initial public offering, our initial stockholders (consisting of Eagle Equity Partners II, LLC, a Delaware limited liability company (our “Sponsor”), Scott M. Delman and Joshua Kazam) and our directors at the time of our initial public offering entered into a letter agreement to vote their shares of FEAC Class B common stock purchased prior to our initial public offering (the “founder shares”), as well as any shares of FEAC Class A common stock sold as part of the units by us in our initial public offering (the “public shares”) purchased by them during or after our initial public offering, in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. As of the date hereof, our initial stockholders own approximately 20% of our total outstanding common stock.
Pursuant to the Current Charter, a holder of public shares (a “public stockholder”) may request that FEAC redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to           , New York City time, on           , 2020, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which
 

 
redemption is requested, to Continental Stock Transfer & Trust Company, FEAC’s transfer agent (the “transfer agent”), that FEAC redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of  $1,000,000) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of            , 2020, this would have amounted to approximately $            per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the Closing (as defined below). If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that FEAC instruct the transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
Subject to approval by FEAC Stockholders of the Business Combination Proposal, the Charter Proposal and the Advisory Charter Proposals, at the Closing, we will adopt a dual class stock structure, comprised of Class A common stock, which will carry one vote per share, and Class B common stock, which will carry 20 votes per share. The Class B common stock of New Skillz will have the same economic terms as the Class A common stock of New Skillz. Upon the Closing, all stockholders of New Skillz will hold only shares of New Skillz Class A common stock, except for Paradise and his permitted transferees, who will hold shares of New Skillz Class B common stock. Immediately following the Closing, including by virtue of his holdings of New Skillz Class B common stock, Paradise and his permitted transferees are currently expected to hold in excess of [eighty (80)]% of the voting power of the issued and outstanding capital stock of New Skillz. The New Skillz Class B common stock is also subject to a “sunset” if Paradise and his permitted transferees collectively cease to hold less than twenty percent (20%) of the New Skillz Class B common stock acquired by Paradise and his permitted transferees in connection with the Business Combination. See “Description of New Skillz Securities — New Skillz Common Stock — Class B Common Stock — Mandatory Conversion.”
Furthermore, FEAC entered into subscription agreements (the “Subscription Agreements”) with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase immediately prior to the Closing an aggregate of 15,853,052 shares of FEAC Class A common stock at a purchase price of $10.00
 

 
per share. In connection with the Closing, all of the issued and outstanding shares of FEAC Class A common stock, including the shares of FEAC Class A common stock issued to the PIPE Investors, will be exchanged, on a one-for-one basis, for shares of New Skillz Class A common stock.
All FEAC Stockholders are cordially invited to attend the Special Meeting which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding shares of FEAC Shares, you may also cast your vote at the Special Meeting electronically by visiting           . If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. The Charter Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of FEAC Shares, voting as a single class. Accordingly, if you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as a vote “AGAINST” the Charter Proposal. Because approval of the other proposals only require a majority of the votes cast, assuming a quorum is established at the Special Meeting, if you do not vote or do not instruct your broker or bank how to vote, it will have no effect on these other proposals because such action would not count as a vote cast at the Special Meeting.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing FEAC.info@investor.morrowsodali.com. This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at           .
Thank you for your participation. We look forward to your continued support.
           , 2020
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF FEAC CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF FEAC CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF FEAC CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
 

 
ABOUT THIS DOCUMENT
This document, which forms part of a registration statement on Form S-4 filed with the SEC by FEAC, constitutes a prospectus of FEAC under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of FEAC to be issued to Skillz’s stockholders under the Merger Agreement. This document also constitutes a proxy statement of FEAC under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to FEAC Stockholders nor the issuance by FEAC of its common stock in connection with the Business Combination will create any implication to the contrary.
Information contained in this proxy statement/prospectus regarding FEAC has been provided by FEAC and information contained in this proxy statement/prospectus regarding Skillz has been provided by Skillz.
This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
MARKET AND INDUSTRY DATA
This proxy statement/prospectus contains information concerning the market and industry in which Skillz conducts its business. Skillz operates in an industry in which it is difficult to obtain precise industry and market information. Skillz has obtained market and industry data in this proxy statement/prospectus from industry publications and from surveys or studies conducted by third parties that it believes to be reliable, including research information produced by Newzoo, a provider of market analytics for the games market. Skillz cannot assure you of the accuracy and completeness of such information, and it has not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. As a result, you should be aware that any such market, industry and other similar data may not be reliable. While Skillz is not aware of any misstatements regarding any industry data presented in this proxy statement/prospectus, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section entitled “Risk Factors” below.
 

 
TABLE OF CONTENTS
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Recent Developments
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
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Introduction
Description of the Business Combination
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Off-Balance Sheet Financing Arrangements
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ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about FEAC from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review at the public reference room of the U.S. Securities and Exchange Commission, or SEC, located at 100 F Street, N.E., Washington, D.C. 20549, and through the SEC’s website at www.sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following address and telephone number:
Flying Eagle Acquisition Corp.
2121 Avenue of the Stars, Suite 230
Los Angeles, CA 90067
Telephone: (310) 209-7280
Attention: Secretary
or
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: FEAC.info@investor.morrowsodali.com
To obtain timely delivery, FEAC Stockholders must request the materials no later than five business days prior to the Special Meeting.
You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.
For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information” beginning on page [•].
 
1

 
CERTAIN DEFINED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “FEAC” refer to Flying Eagle Acquisition Corp., and the terms “New Skillz,” “combined company” and “post-combination company” refer to Skillz Inc. and its subsidiaries following the consummation of the Business Combination.
In this document:
Aggregate Cash Consideration Percentage” means the percentage obtained by dividing (a) Cash Consideration by (b) the Equity Value.
Aggregate Cash Election Amount” means (a) the sum of the aggregate number of Dissenting Shares and the aggregate number of Cash Electing Shares, multiplied by (b) the Per Share Merger Consideration Value.
Average Revenue Per Monthly Active User” or “ARPU” means the average revenue in a given month divided by MAUs in that month, averaged over the quarter.
Business Combination” means the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into Skillz, pursuant to which (i) Skillz survives the merger as a wholly owned subsidiary of New Skillz and (ii) the Skillz stockholders and holders of Skillz options and warrants exchange their Skillz capital stock and Skillz options and warrants for equity interests in New Skillz, as further described herein.
Cash Consideration” means an amount of cash equal to the lesser of (1) (a) the funds remaining in the Trust Account following the redemption (if any) of shares of FEAC Class A common stock and payment of the transaction expenses, plus (b) the funds received following the consummation of the transactions contemplated by the Subscription Agreements, plus (c) the amount of cash and cash equivalents (including bank account balances and marketable securities) of Skillz, determined in accordance with GAAP as of 11:59 p.m. Pacific Time on the day immediately preceding the Closing Date, minus (d) $250,000,000, and (2) solely to the extent reasonably necessary, based on the written advice of the Company’s nationally recognized tax counsel, to qualify the Business Combination either as a reorganization under Section 368(a) of the Internal Revenue Code of 1986 or a transfer under Section 351(a) of the Internal Revenue Code of 1986, such amount designated by Skillz to FEAC not less than three (3) days prior to the Closing; provided that under no circumstances shall the Cash Consideration be less than $0.
Cash Consideration Excess” means the Cash Consideration minus the Aggregate Cash Election Amount; provided that under no circumstances shall the Cash Consideration Excess be less than $0.
Cash Consideration Percentage” means, with respect to a Skillz stockholder (together with its affiliates), a fraction, the numerator is the portion of the Cash Consideration to be received by such Skillz stockholder (together with its affiliates) in accordance with the Business Combination and the denominator is the product of (a) the Per Share Merger Consideration Value and (b) the number of shares of Skillz common stock held by such Skillz stockholder (together with its affiliates) that is issued and outstanding immediately prior to the Effective Time.
“Cash Fraction” means a fraction, the numerator of which shall be the Cash Consideration and the denominator of which shall be the Aggregate Cash Election Amount.
CCPA” means the California Consumer Privacy Act of 2018.
Closing” means the closing of the Business Combination.
Closing Date” means the closing date of the Business Combination.
Code” means the Internal Revenue Code of 1986, as amended.
“Contribution Margin” means gross profit less all operating expenses (fixed and variable) except for User Acquisition Costs (as defined below).
 
2

 
Current Charter” means FEAC’s second amended and restated certificate of incorporation.
Developer” means a third party mobile game developer who uses Skillz’s platform to enable their game content for multi-player competition.
“Developer Console” means a dashboard that enables developers to rapidly integrate and monitor the performance of their games.
DGCL” means the General Corporation Law of the State of Delaware.
Director Nomination Agreement” means the Director Nomination Agreement, substantially in the form attached hereto as Annex E and to be entered at the Closing, between New Skillz and the Sponsor.
DTC” means The Depository Trust Company.
Equity Value” means the sum of (i) $3,500,000,000 plus (ii) the amount by which (x) the outstanding liabilities and obligations of FEAC with respect to the Business Combination (including with respect to indebtedness and transaction expenses of FEAC) at the Closing (but prior to repayment thereof at the Closing) exceeds (y) $32,150,000. For the avoidance of doubt, the amount described in sub-clause (ii) of this definition of Equity Value shall not be less than $0 and the Equity Value shall not be less than $3,500,000,000.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
FASB” means the Financial Accounting Standards Board.
FEAC” means Flying Eagle Acquisition Corporation, a Delaware corporation (which, after the Closing will be known as Skillz Inc.).
FEAC Board” means the board of directors of FEAC.
FEAC Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of FEAC.
FEAC Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of FEAC.
FEAC Shares” means, collectively, the FEAC Class A common stock and FEAC Class B common stock.
GAAP” means United States generally accepted accounting principles.
“Game” means a multi-player user experience on the Skillz platform.
“Gaming for Good” or “G4G” means Skillz’s philanthropic initiative.
Gamer”, “player”, “user” or “end-user” means a person who enters into a competition or contest hosted on Skillz’s platform.
GDPR” mean the European Union’s General Data Protection Regulation
GMVor “Gross Marketplace Volume” means the total entry fees paid by users for contests hosted on Skillz’s platform.
HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Initial Stockholders” means the Sponsor and FEAC’s independent directors.
Investment Company Act” means the Investment Company Act of 1940, as amended.
Investors’ Rights Agreement” means the Eighth Amended and Restated Investors’ Rights Agreement, dated as of September 1, 2020 and effective at (but subject to) the Closing, by and among Skillz, FEAC, certain Skillz stockholders and certain FEAC Stockholders.
 
3

 
IPO” means FEAC’s initial public offering, consummated on March 5, 2020, through the sale of 69,000,000 units at $10.00 per unit.
JOBS Act” means the Jumpstart Our Business Startups Act of 2012.
“LiveOps” means our Live Operations System.
Merger Agreement” means that Agreement and Plan of Merger, dated as of September 1, 2020, by and among FEAC, Merger Sub, Skillz, and solely in his capacity as the representative of the Skillz stockholders, the Stockholder Representative.
Merger Sub” means FEAC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of FEAC.
“Minimum Proceeds Condition” means the minimum aggregate cash amount that FEAC must have available at Closing from the Trust Account.
Monthly Active Users” or “MAUs” means the number of end-users who entered into a contest hosted on Skillz’s platform at least once in a month, averaged over each month in the quarter.
Morrow” means Morrow Sodali, proxy solicitor to FEAC.
New Skillz” means Skillz Inc., a Delaware corporation (which, prior to consummation of the business combination, was known as Flying Eagle Acquisition Corp. (“FEAC” herein)).
New Skillz Board” means the board of directors of New Skillz.
New Skillz Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of New Skillz, which shares have the same economic terms as the shares of New Skillz Class B common stock, but are only entitled to one (1) vote per share.
New Skillz Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of New Skillz, which shares have the same economic terms as the shares of New Skillz Class A common stock, but are entitled to twenty (20) votes per share.
New Skillz common stock” means, collectively, the New Skillz Class A common stock and the New Skillz Class B common stock.
New Skillz Management” means the management of New Skillz following the consummation of the Business Combination.
Non-Redemption Agreements” means certain non-redemption agreements with certain holders of FEAC Class A common stock, pursuant to which such holders agree not to exercise their redemption rights in connection with the Business Combination.
NYSE” means The New York Stock Exchange.
paying user” means, with respect to a given period, a user that pays a cash entry fee for a contest hosted on Skillz’s platform during such period.
“payback period” means the average amount of time it takes for the cumulative gross profit generated by all of the users in a given install period to exceed the dollar amount spent on UAC during the same install period.
Per Share Merger Consideration” means (a) with respect to any share of Skillz Class B common stock issued and outstanding immediately prior to the Effective Time, including those issued in connection with the conversion of the Skillz preferred stock into Skillz Class B common stock, a number of shares of New Skillz Class A common stock equal to (i) the Per Share Merger Consideration Value divided by (ii) $10.00 per share and (b) with respect to any share of Skillz Class A common stock issued and outstanding immediately prior to the Effective Time, including those issued in connection with the conversion of the Skillz preferred stock into Skillz Class B common stock, a number of shares of New Skillz Class B common stock equal to (i) the Per Share Merger Consideration Value divided by (ii) $10.00 per share.
 
4

 
Per Share Merger Consideration Value” means (a) the Equity Value divided by (b) the total number of shares of Skillz common stock issued and outstanding as of immediately prior to the Effective Time (including (i) shares of Skillz common stock issued upon the conversion of Skillz preferred stock into Skillz Class B common stock, (ii) any shares of Skillz common stock issued or issuable upon the exercise of all Skillz options and Skillz warrants, in each case, on a net exercise basis, and (iii) the vesting of Skillz’s restricted shares of Skillz common stock and Skillz Series E preferred stock).
“PIPE Investors” means certain institutional investors who are party to the Subscription Agreements.
“Private Placement” means the issuance of an aggregate of 15,853,052 shares of FEAC Class A common stock pursuant to the Subscription Agreements to the PIPE Investors immediately before the Closing, at a purchase price of $10.00 per share.
Private placement warrants” means the 10,033,333 warrants issued to our Sponsor concurrently with our IPO, each of which is exercisable for one share of FEAC Class A common stock.
Proposed Charter” means the proposed third amended and restated certificate of incorporation to be adopted by FEAC pursuant to the Charter Proposal immediately prior to the Closing (and which at and after the Closing will operate as the third amended and restated certificate of incorporation of New Skillz), a copy of which is attached as Annex B to this proxy statement/prospectus.
Public shares” means shares of FEAC Class A common stock included in the units issued in the IPO.
Public stockholders” means holders of public shares.
Public warrants” means the warrants included in the units issued in the IPO, each of which is exercisable for one share of FEAC Class A common stock, in accordance with its terms.
Skillz” means Skillz Inc., a Delaware corporation.
Skillz capital stock” means the Skillz Class A common stock, the Skillz Class B common stock and each other class or series of capital stock of Skillz (including preferred stock).
Skillz Class A common stock” means the Class A common stock, par value $0.0001 per share, of Skillz.
Skillz Class B common stock” means the Class B common stock, par value $0.0001 per share, of Skillz.
Skillz option” means each option to purchase shares of Skillz common stock.
Skillz platform” means Skillz’s digital assets including the SDK, the Developer Console, the LiveOps system and the data science technologies, which together enable Skillz to provide its monetization services to third-party game developers.
Skillz stockholder” means each holder of Skillz capital stock.
Skillz Warrant” means each warrant to purchase shares of Skillz capital stock.
Software Development Kit” or “SDK” means the set of software development tools that allows for the creation of applications for a certain software framework, hardware platform, or video game console.
Sponsor” means Eagle Equity Partners II, LLC, a Delaware limited liability company.
Sponsor Shares” means the aggregate of 17,190,000 shares of FEAC Class B common stock held by the Sponsor.
Stockholder Representative” means Andrew Paradise solely in his capacity as the stockholder representative pursuant to the Merger Agreement.
“Subscription Agreements” means the subscription agreements, each dated as of September 1, 2020, between FEAC and the PIPE Investors, pursuant to which FEAC has agreed to issue an aggregate of
 
5

 
15,853,052 shares of FEAC Class A common stock to the PIPE Investors immediately before the Closing at a purchase price of $10.00 per share.
“Surviving Company” means the surviving corporation, Skillz, resulting from the merger of the Merger Sub with and into Skillz.
“Take Rate” means a percentage of the entry fees retained by Skillz for each paid contest, after prizes and incentives for players and the profit share to developers.
“Termination Date” means December 31, 2020.
Three-Year Lifetime Value” means the cumulative gross profit from a paying user over the thirty-six (36) months following user acquisition.
“Ticketz” means in-game tickets on Skillz’s platform that are earned in every match and can be redeemed within the Skillz loyalty program for prizes or credits to be used towards future paid entry fee tournaments.
Transfer Agent” means Continental Stock Transfer & Trust Company.
Trust Account” means the Trust Account of FEAC that holds the proceeds from FEAC’s IPO and the private placement of the private placement warrants.
Trust Agreement” mean that certain Investment Management Trust Agreement, dated as of March 5, 2020, between FEAC and the Trustee.
Trustee” means Continental Stock Transfer & Trust Company.
Units” means the units of FEAC, each consisting of one share of FEAC Class A common stock and one-fourth (1/4th) of one public warrant of FEAC.
“User Acquisition Cost” or “UAC” means the total cost to acquire a new paying user.
“Z’s” means the free in-game transaction currency on Skillz’s platform.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of FEAC and Skillz. These statements are based on the beliefs and assumptions of the management of FEAC and Skillz. Although FEAC and Skillz believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither FEAC nor Skillz can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “will”, “should”, “seeks”, “plans”, “scheduled”, “anticipates” or “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, Skillz’s management. Ernst & Young, Skillz’s independent auditor, has not examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The Ernst & Young report included in this proxy statement/prospectus relates to historical financial information of Skillz. It does not extend to the forward-looking information and should not be read as if it does. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of FEAC and Skillz prior to the Business Combination, and New Skillz following the Business Combination, to:

meet the Closing conditions to the Business Combination, including approval by stockholders of FEAC and the availability of at least $550 million of cash from the proceeds received from PIPE Investors and in FEAC’s Trust Account, after giving effect to redemptions of public shares, if any,

realize the benefits expected from the Business Combination;

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

the ability to obtain and/or maintain the listing of New Skillz’s Class A common stock on NYSE following the Business Combination;

New Skillz’s ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

New Skillz’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination;

factors relating to the business, operations and financial performance of Skillz, including:

New Skillz’s ability to effectively compete in the global entertainment and gaming industries;

New Skillz’s ability to attract and retain successful relationships with the third party developers that develop and update all of the games hosted on Skillz’s platform;

New Skillz’s ability to comply with laws and regulations applicable to its business; and

market conditions and global and economic factors beyond New Skillz’s control;

intense competition and competitive pressures from other companies worldwide in the industries in which the combined company will operate;

litigation and the ability to adequately protect New Skillz’s intellectual property rights; and

other factors detailed under the section entitled “Risk Factors.”
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of FEAC and Skillz prior to the Business Combination, and New Skillz following the Business Combination. New risk factors emerge
 
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from time to time and it is not possible to predict all such risk factors, nor can FEAC or Skillz assess the impact of all such risk factors on the business of FEAC and Skillz prior to the Business Combination, and New Skillz following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to FEAC or Skillz or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. FEAC and Skillz prior to the Business Combination, and New Skillz following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
 
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING
The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. FEAC urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.
Q:
Why am I receiving this proxy statement/prospectus?
A:
FEAC is proposing to consummate the Business Combination with Skillz. FEAC, Merger Sub, Skillz and the Stockholder Representative, solely in his capacity as the representative of the Skillz stockholders, have entered into the Merger Agreement, the terms of which are described in this proxy statement/prospectus. A copy of the Merger Agreement is attached hereto as Annex A. FEAC urges its stockholders to read the Merger Agreement in its entirety.
The Merger Agreement must be adopted by the FEAC Stockholders in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and FEAC’s Current Charter. FEAC is holding a Special Meeting to obtain that approval. FEAC Stockholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement and thereby approve the Business Combination.
THE VOTE OF FEAC STOCKHOLDERS IS IMPORTANT. FEAC STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.
Q:
Why is FEAC proposing the Business Combination?
A:
FEAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.
Based on its due diligence investigations of Skillz and the industries in which it operates, including the financial and other information provided by Skillz in the course of FEAC’s due diligence investigations, the FEAC board of directors believes that the Business Combination with Skillz is in the best interests of FEAC and its stockholders and presents an opportunity to increase stockholder value. However, there can be no assurances of this.
Although FEAC’s board of directors believes that the Business Combination with Skillz presents a unique business combination opportunity and is in the best interests of FEAC and its stockholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — FEAC’s Board of Directors’ Reasons for Approval of the Business Combination” for a discussion of the factors considered by FEAC’s board of directors in making its decision.
Q:
When and where will the Special Meeting take place?
A:
The FEAC Special Meeting will be held on           , 2020, at 9:00 a.m. local time, via live webcast at the following address:           , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.
Q:
What matters will be considered at the Special Meeting?
A:
The FEAC Stockholders will be asked to consider and vote on the following proposals:

a proposal to adopt the Merger Agreement and approve the Business Combination (the “Business Combination Proposal”);
 
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a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated articles of incorporation (the “Proposed Charter”) of FEAC (the “Charter Proposal”);

a proposal to approve, on a non-advisory basis and as required by applicable SEC guidance, certain material differences between the Current Charter and the Proposed Charter (the “Advisory Charter Proposals”);

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Proposal are approved and adopted, the issuance of shares of New Skillz Class A common stock pursuant to the terms of the Merger Agreement (the “Stock Issuance Proposal”);

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal and the Stock Issuance Proposal are approved and adopted, the Skillz 2020 Incentive Award Plan (the “Incentive Award Plan Proposal”);

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal and the Stock Issuance Proposal are approved and adopted, the Skillz Employee Stock Purchase Plan (the “ESPP Proposal”); and

to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the other condition precedent proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (the “Adjournment Proposal”).
Q:
Is my vote important?
A:
Yes. The Business Combination cannot be completed unless the Merger Agreement is adopted by the FEAC Stockholders holding a majority of the votes cast on such proposal and the other condition precedent proposals achieve the necessary vote outlined below. Only FEAC Stockholders as of the close of business on        , 2020, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The FEAC Board unanimously recommends that such FEAC Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Award Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.
Q:
If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?
A:
No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.
Q:
What FEAC Stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?
A:
The Business Combination Proposal.   Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by FEAC Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal. Our initial stockholders have agreed to vote their shares in favor of the Business Combination. In addition, certain other of the beneficial owners of FEAC’s Class A common stock have entered into voting agreements with Skillz, pursuant to which they have agreed to vote their shares
 
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in favor of the Business Combination (and each of the other proposals to be brought at the Special Meeting). These stockholders collectively own approximately 28% of our issued and outstanding shares of common stock. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of approximately    % of the remaining shares to approve the Business Combination.
The Charter Proposal.   Approval of the Charter Proposal requires the affirmative vote of the holders of at least a majority of the outstanding FEAC Shares entitled to vote thereon, voting as a single class. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.
The Advisory Charter Proposals.   Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by FEAC Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.
The Stock Issuance Proposal.   Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by FEAC Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.
The Incentive Award Plan Proposal.   Approval of the Incentive Award Plan Proposal requires the affirmative vote of a majority of the votes cast by FEAC Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.
The ESPP Proposal.   Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by FEAC Stockholders present in person (which would include presence at a virtual meeting) or represented by a proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.
The Adjournment Proposal.   Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by FEAC Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.
Q:
What will Skillz’s equity holders receive in connection with the Business Combination?
A:
The aggregate value of the consideration paid in respect of Skillz is approximately $3.5 billion. Skillz stockholders will have the right to elect to receive consideration in the form of cash and/or shares of common stock of New Skillz, subject to proration if the aggregate cash consideration to satisfy all cash elections exceeds or is less than the Cash Consideration. The Cash Consideration is anticipated to be equal to (A) the proceeds available from the Trust Account, after giving effect to any and all redemptions of public shares and the payment of transaction expenses, plus (B) the funds received by FEAC in the Private Placement, plus (C) the amount of cash and cash equivalents of Skillz determined in accordance with GAAP as of 11:59 p.m. Pacific Time on the day prior to the Closing Date, minus (D) $250,000,000. In connection with the signing of the Merger Agreement, certain Skillz stockholders have made irrevocable cash elections to receive an aggregate amount of cash consideration in excess of $566 million and certain other Skillz stockholders have made irrevocable stock elections to receive stock consideration.
If the Skillz stockholders elect to receive an aggregate amount of cash that is greater than the Cash Consideration, the amount of cash to be paid to each Skillz stockholder who elected to receive cash will be adjusted downward on a pro rata basis and each such Skillz stockholder will receive additional shares of New Skillz. If the Cash Consideration exceeds the aggregate amount of cash which the Skillz stockholders elect to receive, the number of shares of New Skillz to be received by each Skillz stockholder that has elected to receive shares will be reduced until the cash portion of such stockholder’s
 
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total merger consideration represents the same portion that the Cash Consideration represents of the aggregate merger consideration, and each such Skillz stockholder will receive a pro rata portion of the excess cash.
At the effective time of the Business Combination, the stock consideration to be issued to (i) the then current holders of stock in Skillz (other than Paradise and his controlled affiliates) will be in the form of Class A common stock of New Skillz and (ii) Paradise and his controlled affiliates will be in the form of shares of Class B common stock of New Skillz.
At the effective time, each Skillz option that is outstanding and unexercised, whether or not then vested or exercisable, will be assumed by New Skillz and will be converted into an option to acquire Class A common stock of New Skillz (other than in the case of Paradise, who will receive options exercisable for Class B common stock of New Skillz) with the same terms and conditions as applied to the Skillz option immediately prior to the effective time provided that the number of shares underlying such New Skillz option will be determined by multiplying the number of shares of Skillz common stock subject to such option immediately prior to the effective time, by the ratio determined by dividing the merger consideration value by $10.00 (the product being the “option exchange ratio”), which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Skillz option will be determined by dividing the per share exercise price immediately prior to the effective time by the option exchange ratio, which quotient shall be rounded down to the nearest whole cent.
At the effective time, each share of restricted Skillz common stock (other than those held by an individual who has waived the right to accelerate the vesting of such stock) will become immediately vested and the holder will be entitled to receive the applicable per share merger consideration, less applicable tax withholding, if any. Each share of restricted Skillz common stock held by an individual who has waived the right to accelerate the vesting of such stock will be cancelled and converted into a number of restricted shares of New Skillz stock issuable as merger consideration for one share of Skillz common stock, rounded to the nearest whole share of New Skillz common stock, subject to the same terms and conditions as applied to the Skillz restricted stock immediately prior to the effective time.
At the effective time, each warrant to purchase shares of Skillz capital stock that is issued and outstanding prior to the effective time of the Business Combination and has not been terminated pursuant to its terms will be assumed and converted into a warrant exercisable for shares of Class A common stock of New Skillz on the same terms and conditions as applied to the existing warrants to purchase Skillz capital stock.
Class B common stock of New Skillz will have the same economic terms as the Class A common stock of New Skillz, but the Class B common stock will have twenty (20) votes per share. The New Skillz Class B common stock will be subject to a “sunset” provision if Paradise and other permitted holders of New Skillz Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of New Skillz Class B common stock collectively held by Paradise and his permitted transferees as of the effective date of the Business Combination. The Class A common stock and Class B common stock of New Skillz that is required to be issued as merger consideration will be valued at $10.00 per share.
Q:
What equity stake will current FEAC Stockholders and Skillz stockholders hold in New Skillz immediately after the consummation of the Business Combination?
A:
It is anticipated that, upon completion of the Business Combination, the ownership interests in New Skillz will be as set forth in the table below:
Assuming No
Redemptions of Public
Shares
Assuming Maximum
Redemptions of Public
Shares(1)
Skillz stockholders(2)
[•] [•]
FEAC Public Stockholders
[•] [•]
Initial Stockholders
[•] [•]
 
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(1)
Assumes that holders of [•] public shares exercise their redemption rights in connection with the Business Combination (maximum redemption scenario based on $[•] held in trust as of [•] and a redemption price of $[•] per share).
(2)
Assumes that the aggregate cash consideration is $[•].
The ownership percentages set forth above do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the Closing of the Business Combination), (b) the Earnout Shares to be held in escrow and subject to release to the FEAC Earnout Group and the Skillz Earnout Group in accordance with the terms of the Merger Agreement or (c) the issuance of any shares upon completion of the Business Combination under the Skillz 2020 Incentive Award Plan, a copy of which is attached to this proxy statement/prospectus as Annex F. If the actual facts are different than the assumptions set forth above, the percentage ownership numbers set forth above will be different.
For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
In addition, there are currently outstanding an aggregate of 23,255,662 warrants to acquire shares of FEAC Class A common stock, which comprise 10,033,333 private placement warrants held by our initial stockholders and 13,222,329 public warrants. Each of our outstanding whole warrants is exercisable commencing 30 days following the Closing for one share of Class A common stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of New Skillz Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of New Skillz Class A common stock is issued as a result of such exercise, with payment to New Skillz of the exercise price of $11.50 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 27,283,333 shares, with approximately $313,758,330 paid to exercise the warrants.
Furthermore, subject to approval by FEAC Stockholders of the Business Combination Proposal and the Charter Proposal, in connection with the Closing, we will adopt a dual class stock structure and Paradise will receive shares of Class B common stock of New Skillz which will have 20 to 1 voting rights as compared to the shares of New Skillz Class A common stock, such that as of immediately following the completion of the Business Combination, Paradise will have over [80]% of the voting power of the issued and outstanding capital stock of New Skillz. Thus, Paradise will control New Skillz.
Q:
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A:
A total of $[•], comprised of approximately $[•] of the proceeds from our initial public offering, including approximately $[•] of underwriters’ deferred discount, and $[•] of the proceeds of the sale of the private placement warrants were placed in a Trust Account maintained by Continental, acting as trustee. As of September 3, 2020, there were investments and cash held in the Trust Account of approximately $690,391,995.02. These funds will not be released until the earlier of Closing or the redemption of our public shares if we are unable to complete an initial Business Combination by March 10, 2022, although we may withdraw the interest earned on the funds held in the Trust Account to pay franchise and income taxes and for working capital purposes (subject to an aggregate limit of $1,000,000).
Q:
What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?
A:
FEAC Stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. However, we entered into non-redemption agreements with
 
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certain holders of FEAC’s Class A common stock, pursuant to which such holders agreed not to redeem certain shares of FEAC’s Class A common stock. The aggregate number of shares of FEAC’s Class A common stock subject to such non-redemption agreements is 11,427,500, which translates into approximately $114.275 million of otherwise exercisable redemption rights. Nonetheless, the consummation of the Business Combination is conditioned upon, among other things, the Minimum Proceeds Condition described below (though this condition may be waived by Skillz). In addition, with fewer public shares and public stockholders, the trading market for New Skillz Class A common stock may be less liquid than the market for FEAC’s Class A common stock was prior to consummation of the Business Combination and New Skillz may not be able to meet the listing standards for The New York Stock Exchange or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Skillz’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which FEAC’s public stockholders exercise the maximum allowed redemption rights.
Q:
What amendments will be made to the Current Charter?
A:
We are asking FEAC Stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that the FEAC Board believes are necessary to address the needs of the post-Business Combination company, including, among other things: (i) the change of FEAC’s name to “Skillz Inc.”; (ii) the increase of the total number of authorized shares of all classes of capital stock, par value of $0.0001 per share, from 401,000,000 shares to [•] shares, consisting of [•] shares of common stock, including [•] shares of Class A common stock, par value $0.0001 per share, and [•] shares of Class B common stock, par value $0.0001 per share, (iii) the establishment of 20:1 voting rights with respect to shares of New Skillz Class B common stock, as described herein and in the Proposed Charter; (iv) the declassification of the board of directors of the post-Business Combination company such that all directors will be elected annually; (v) providing stockholders the flexibility to act by written consent in lieu of a meeting until the time that Paradise beneficially owns less than a majority of the voting power of the capital stock of New Skillz; (vi) changes to the required vote to amend the charter and bylaws; and (vii) the elimination of certain provisions specific to FEAC’s status as a blank check company.
Pursuant to Delaware law and the Current Charter, FEAC is required to submit the Charter Proposal to FEAC’s stockholders for approval. For additional information, see the section entitled “The Charter Proposal.
Q:
What material negative factors did FEAC’s board of directors consider in connection with the Business Combination?
A:
Although FEAC’s board of directors believes that the acquisition of Skillz will provide FEAC’s stockholders with an opportunity to participate in a combined company with significant growth potential, market share and a well-known brand, the board of directors did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that FEAC Stockholders would not approve the Business Combination and the risk that significant numbers of FEAC Stockholders would exercise their redemption rights. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — FEAC’s Board of Directors’ Reasons for Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risk Factors Relating to the Business Combination and Integration of Skillz’s Business.”
Q:
Do I have redemption rights?
A:
If you are a public stockholder, you have the right to request that FEAC redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights.” Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.”
 
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If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?
Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
Our initial stockholders and our directors at the time of our initial public offering entered into the insider letter agreement, pursuant to which they agreed to waive their redemption rights with respect to their shares in connection with the completion of a business combination. In addition, we entered into non-redemption agreements with certain holders of FEAC’s Class A common stock, pursuant to which such holders agreed not to redeem certain shares of FEAC’s Class A common stock. The aggregate number of shares of FEAC’s Class A common stock subject to such non-redemption agreements is 11,427,500, which translates into approximately $114.275 million of otherwise exercisable redemption rights.
Q:
How do I exercise my redemption rights?
A:
If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:
(i)
(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to           p.m., New York City time, on           , 2020, (a) submit a written request to Continental that FEAC redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through The Depository Trust Company (“DTC”).
The address of Continental is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so.
Any public stockholder will be entitled to request that their public shares be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of  $1,000,000) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of [•], this would have amounted to approximately $[•] per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.
 
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Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is           , 2020 (two business days prior to the date of the Special Meeting), and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that FEAC instruct Continental to return the shares to you (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by FEAC’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental by           , New York City time, on           , 2020.
If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any FEAC warrants that you may hold.
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
A:
No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, FEAC’s transfer agent, directly and instruct them to do so. If you fail to cause your units to be separated and delivered to Continental, FEAC’s transfer agent, by           , 2020, you will not be able to exercise your redemption rights with respect to your public shares.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
We expect that a U.S. holder (as defined below) that exercises its redemption rights to receive cash from the Trust Account in exchange for its public shares will generally be treated as selling such public shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that a U.S. holder owns or is deemed to own (including through the ownership of New Skillz warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations.”
TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.
Q:
How does the FEAC Board recommend that I vote?
A:
The FEAC Board recommends that the FEAC Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Award Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal. For more information regarding how the board of directors of FEAC recommends that FEAC Stockholders vote, see the section entitled “The Business Combination Proposal — FEAC’s Board of Directors’ Reasons for Approval of the Business Combination” beginning on page [ ].
Q:
How do our Sponsor and the other initial stockholders intend to vote their shares?
A:
In connection with our initial public offering, our initial stockholders and our directors at the time of our initial public offering entered into a letter agreement to vote their shares in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals
 
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being presented at the Special Meeting. In addition, certain other beneficial owners of FEAC’s Class A common stock have entered into voting agreements with Skillz, pursuant to which they have agreed to vote their shares in favor of the Business Combination (and each of the other proposals to be brought at the Special Meeting). These stockholders, together with our initial stockholders, collectively own approximately 28% of our issued and outstanding shares of common stock. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of approximately    % of the remaining shares to approve the Business Combination.
Q:
May our Sponsor and the other initial stockholders purchase public shares or warrants prior to the Special Meeting?
A:
At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding FEAC or its securities, the initial stockholders, Skillz and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FEAC satisfies the Minimum Proceeds Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial stockholders for nominal value.
Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.
If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.
Q:
Who is entitled to vote at the Special Meeting?
A:
The FEAC Board has fixed           , 2020 as the record date for the Special Meeting. All holders of record of FEAC Shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the section entitled “Questions and Answers About the Business Combination and the Special Meeting — How can I vote my shares without attending the Special Meeting?” beginning on page [•] for instructions on how to vote your FEAC Shares without attending the Special Meeting.
Q:
How many votes do I have?
A:
Each FEAC Stockholder of record is entitled to one vote for each FEAC Share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were      outstanding FEAC Shares.
Q:
What constitutes a quorum for the Special Meeting?
A:
A quorum is the minimum number of stockholders necessary to hold a valid meeting.
 
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A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding FEAC Shares as of the record date present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.
Q:
What is Skillz?
A:
Skillz Inc. is a technology company that enables game developers to monetize their content through fun and fair multi-player competition.
Q:
What will happen to my FEAC Shares as a result of the Business Combination?
A:
If the Business Combination is completed, (i) each share of FEAC’s Class A common stock will remain outstanding and automatically become a share of New Skillz Class A common stock, and (ii) other than the Skillz Earnout Shares that are payable to Paradise, each share of FEAC’s Class B common stock will be converted into one share of New Skillz Class A common stock. See the section entitled “The Business Combination Proposal — Consideration” beginning on page [•].
Q:
Where will the New Skillz Class A common stock that FEAC Stockholders receive in the Business Combination be publicly traded?
A:
Assuming the Business Combination is completed, the shares of New Skillz Class A common stock (including the New Skillz Class A common stock issued in connection with the Business Combination) will be listed and traded on the NYSE under the ticker symbol “SKLZ” and the public warrants will be listed and traded on the NYSE under the ticker symbol “SKLZ WS”.
Q:
What happens if the Business Combination is not completed?
A:
If the Merger Agreement is not adopted by FEAC Stockholders or if the Business Combination is not completed for any other reason by December 31, 2020, then we will seek to consummate an alternative initial business combination prior to March 10, 2022. If we do not consummate an initial business combination by March 10, 2022, we will cease all operations except for the purpose of winding up and redeem our public shares and liquidate the Trust Account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.
Q:
How can I vote my shares at the Special Meeting?
A:
FEAC Shares held directly in your name as the stockholder of record of such FEAC Shares as of the close of business on           , 2020, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit           , and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following instructions available on the meeting website during the meeting. If you are a beneficial owner of FEAC Shares but not the stockholder of record of such FEAC Shares, you will also need proof of stock ownership to be admitted in the Special Meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. Please note that if your shares are held in “street name” by a broker, bank or other nominee and you wish to vote at the Special Meeting, you will not be permitted to vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.
Q:
How can I vote my shares without attending the Special Meeting?
A:
If you are a stockholder of record of FEAC Shares as of the close of business on            , 2020, the record date, you can vote by proxy via the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.
 
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Q:
What is a proxy?
A:
A proxy is a legal designation of another person to vote the stock you own. If you are a stockholder of record of FEAC Shares as of the close of business on the record date, and you vote by phone, by Internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of FEAC’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Harry E. Sloan and Eli Baker.
Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:
If your FEAC Shares are registered directly in your name with Continental you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.
Direct holders(stockholders of record).   For FEAC Shares held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your FEAC Shares are voted.
Shares in “street name.”   For FEAC Shares held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.
Q:
If a FEAC Stockholder gives a proxy, how will the FEAC Shares covered by the proxy be voted?
A:
If you provide a proxy, regardless of whether you provide that proxy by phone, via the Internet or by completing and returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your FEAC Shares in the way that you indicate when providing your proxy in respect of the FEAC Shares you hold. When completing the Internet or telephone processes or the proxy card, you may specify whether your FEAC Shares should be voted for or against, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.
Q:
How will my FEAC Shares be voted if I return a blank proxy?
A:
If you sign, date and return your proxy and do not indicate how you want your FEAC Shares to be voted, then your FEAC Shares will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Award Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.
Q:
Can I change my vote after I have submitted my proxy?
A:
Yes. If you are a stockholder of record of FEAC Shares as of the close of business on the record date, whether you vote by telephone, Internet or mail, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

submit a new proxy card bearing a later date;

vote again by telephone or the Internet at a later time;

give written notice of your revocation to FEAC’s Corporate Secretary, which notice must be received by FEAC’s Corporate Secretary prior to the vote at the Special Meeting; or

vote electronically at the Special Meeting by visiting           and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.
 
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If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.
Q:
Where can I find the voting results of the Special Meeting?
A:
The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, FEAC will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.
Q:
Are FEAC Stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?
A:
No. FEAC Stockholders are not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of FEAC’s Class A Common Stock because it is currently listed on a national securities exchange and such holders are not required to receive any consideration (other than continuing to hold their shares of FEAC’s Class A common stock, which will become an equal number of shares of New Skillz Class A common stock after giving effect to the Business Combination). Holders of FEAC’s Class A common stock may vote against the Business Combination Proposal or redeem their FEAC Shares if they are not in favor of the adoption of the Merger Agreement or the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of FEAC’s Class B Common Stock because they have agreed to vote in favor of the Business Combination.
Q:
Are there any risks that I should consider as a FEAC Stockholder in deciding how to vote or whether to exercise my redemption rights?
A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page [•]. You also should read and carefully consider the risk factors of FEAC and Skillz contained in the documents that are incorporated by reference herein.
Q:
What happens if I sell my FEAC Shares before the Special Meeting?
A:
The record date for FEAC Stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your FEAC Shares before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your FEAC Shares after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting.
Q:
What are the material U.S. federal income tax consequences of the Business Combination to me?
A:
The U.S. federal income tax consequences of the Business Combination are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Consequences.” The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Business Combination’s foreign, state or local tax laws.
TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE BUSINESS COMBINATION TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.
Q:
When is the Business Combination expected to be completed?
A:
Subject to the satisfaction or waiver of the Closing conditions described in the section entitled “The Merger Agreement — Conditions to Closing” beginning on page [•], including the adoption of the Merger Agreement by the FEAC Stockholders at the Special Meeting, the Business Combination is expected
 
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to close in the fourth quarter of 2020. However, it is possible that factors outside the control of both FEAC and Skillz could result in the Business Combination being completed at a later time, or not being completed at all.
Q:
Who will solicit and pay the cost of soliciting proxies?
A:
FEAC has engaged a professional proxy solicitation firm, Morrow Sodali LLC (“Morrow”), to assist in soliciting proxies for the Special Meeting. FEAC has agreed to pay Morrow a fee of $      , plus disbursements. FEAC will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. FEAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. FEAC’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
What are the conditions to completion of the Business Combination?
A:
The Closing is subject to certain conditions, including, among other things, (i) approval by FEAC’s stockholders and Skillz’s stockholders of the Merger Agreement, the Business Combination and certain other actions related thereto, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), (iii) the absence of a material adverse regulatory event with respect to Skillz, (iv) FEAC having at least $550 million of cash at the Closing, consisting of cash held in the Trust Account after giving effect to redemptions of public shares, if any, and cash received from PIPE investors and (v) the continued listing of the shares of New Skillz Class A common stock on the NYSE. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See the section entitled “The Business Combination Proposal.”
Q:
What should I do now?
A:
You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or via the Internet as soon as possible so that your FEAC Shares will be voted in accordance with your instructions.
Q:
What should I do if I receive more than one set of voting materials?
A:
Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your FEAC Shares.
Q:
Whom do I call if I have questions about the Special Meeting or the Business Combination?
A:
If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:
Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford, CT 06902
Tel: (800) 662-5200
Banks and brokers call collect: (203) 658-9400
E-mail: FEAC.info@investors.morrowsodali.com
 
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You also may obtain additional information about FEAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to Continental Stock Transfer & Trust Company, FEAC’s transfer agent, at the address below prior to           p.m., New York City time, on           , 2020. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Francis Wolf and Celeste Gonzalez
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail:
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annex and the other documents to which we refer before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting.
Information About the Parties to the Business Combination
Flying Eagle Acquisition Corp.
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
(310) 209-7280
Flying Eagle Acquisition Corp. 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.
Skillz Inc.
PO Box 445
San Francisco, CA 94104-0445
(415) 762-0511
Skillz Inc. is a technology company that enables game developers to monetize their content through fun and fair multi-player competition.
FEAC Merger Sub Inc.
c/o Flying Eagle Acquisition Corp.
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
(310) 209-7280
FEAC Merger Sub Inc. is a Delaware corporation and wholly-owned subsidiary of Flying Eagle Acquisition Corp., which was formed for the purpose of effecting a merger with Skillz.
The Business Combination and the Merger Agreement
The terms and conditions of the Business Combination are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Business Combination.
If the Merger Agreement is approved and adopted and the Business Combination is consummated, Merger Sub will merge with and into Skillz with Skillz surviving the merger as a wholly-owned subsidiary of Skillz Inc.
Structure of the Business Combination
Pursuant to the Merger Agreement, Merger Sub will merge with and into Skillz, with Skillz surviving the Business Combination. Upon consummation of the foregoing transactions, Skillz will be a wholly-owned subsidiary of New Skillz (formerly FEAC). In addition, immediately prior to the consummation of the Business Combination, New Skillz will amend and restate its charter to be the Proposed Charter and adopt the dual class structure, each as described in the section of this proxy statement/prospectus titled “Description of New Skillz Securities.
The following diagrams illustrate in simplified terms the current structure of FEAC and Skillz and the expected structure of New Skillz (formerly FEAC) upon the Closing.
 
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Simplified Pre-Combination Structure
[MISSING IMAGE: tm2030148d1-fc_simplibwlr.jpg]
Simplified Post-Combination Structure
[MISSING IMAGE: tm2030148d1-fc_mergerbwlr.jpg]
Merger Consideration
FEAC has agreed to pay approximately $3.5 billion in aggregate consideration. Skillz stockholders will have the right to elect to receive consideration in the form of cash and/or shares of common stock of New Skillz, subject to proration if the aggregate cash consideration to satisfy all cash elections exceeds or is less than the Cash Consideration.
Cash Consideration
Each share of Skillz common stock for which a cash election is made shall be converted into the right to receive without interest, an amount of cash equal to the Per Share Merger Consideration Value, except that in no event may a Skillz stockholder (together with its affiliates) make a cash election with respect to more
 
24

 
than 63.5057% of such stockholder’s (and affiliates’) total shares. In addition, if the Aggregate Cash Election Amount exceeds the Cash Consideration, then each share of Skillz common stock for which a cash election is made shall be converted into the right to receive (A) an amount in cash, without interest, equal to the product of (1) the Per Share Merger Consideration Value and (2) a fraction, the numerator of which shall be the Cash Consideration and the denominator of which shall be the Aggregate Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable shares of New Skillz Class A common stock (or with respect to a share of Skillz Class A common stock for which such cash election was made, shares of New Skillz Class B common stock) equal to the product of (1) the Per Share Merger Consideration Value and (2) one minus the Cash Fraction.
Stock Consideration
Each share of Skillz common stock for which a stock election is made shall be converted into the right to receive the Per Share Merger Consideration, except that if the Cash Consideration Excess is greater than zero, then (A) the Cash Consideration Excess shall be allocated ratably among Skillz stockholders holding shares of Skillz common stock that are issued and outstanding immediately prior to the Effective Time until the Cash Consideration Excess is reduced to zero; provided that no such Skillz stockholder shall be required to receive cash in an amount that would result in the Cash Consideration Percentage attributable to such stockholder (together with its affiliates) exceeding the Aggregate Cash Consideration Percentage, and (B) any excess cash amounts allocated pursuant to the preceding sub-clause (A) shall reduce the number of shares to be received by such stockholder by a number of shares equal to the quotient obtained by dividing (1) the amount of such excess cash received by such Skillz stockholder in accordance with the preceding sub-clause (A), by (2) $10.
At the effective time of the Business Combination, the stock consideration to be issued to (i) the then current holders of stock in Skillz (other than Paradise and his controlled affiliates) will be in the form of Class A common stock of New Skillz and (ii) Paradise and his controlled affiliates will be in the form of shares of Class B common stock of New Skillz.
At the effective time, each Skillz option that is outstanding and unexercised, whether or not then vested or exercisable, will be assumed by New Skillz and will be converted into an option to acquire Class A common stock of New Skillz (other than in the case of Paradise, who will receive options exercisable for Class B common stock of New Skillz) with the same terms and conditions as applied to the Skillz option immediately prior to the effective time provided that the number of shares underlying such New Skillz option will be determined by multiplying the number of shares of Skillz common stock subject to such option immediately prior to the effective time, by the ratio determined by dividing the merger consideration value by $10.00 (the product being the “option exchange ratio”), which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Skillz option will be determined by dividing the per share exercise price immediately prior to the effective time by the option exchange ratio, which quotient shall be rounded down to the nearest whole cent.
At the effective time, each share of restricted Skillz common stock (other than those held by an individual who has waived the right to accelerate the vesting of such stock) will become immediately vested and the holder will be entitled to receive the applicable per share merger consideration, less applicable tax withholding, if any. Each share of restricted Skillz common stock held by an individual who has waived the right to accelerate the vesting of such stock will be cancelled and converted into a number of restricted shares of New Skillz stock issuable as merger consideration for one share of Skillz common stock, rounded to the nearest whole share of New Skillz common stock, subject to the same terms and conditions as applied to the Skillz restricted stock immediately prior to the effective time.
At the effective time, each warrant to purchase shares of Skillz capital stock that is issued and outstanding prior to the effective time of the Business Combination and has not been terminated pursuant to its terms will be assumed and converted into a warrant exercisable for shares of Class A common stock of New Skillz on the same terms and conditions as applied to the existing warrants to purchase Skillz capital stock.
Class B common stock of New Skillz will have the same economic terms as the Class A common stock of New Skillz, but the Class B common stock will have twenty (20) votes per share. The New Skillz Class B
 
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common stock will be subject to a “sunset” provision if Paradise and other permitted holders of New Skillz Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of New Skillz Class B common stock collectively held by Paradise and his permitted transferees as of the effective date of the Business Combination. The Class A common stock and Class B common stock of New Skillz that is required to be issued as merger consideration will be valued at $10.00 per share.
Escrow Consideration
The Sponsor will, at the Closing of the Business Combination, deliver 10,000,000 of its shares of FEAC Class B common stock to be placed into escrow and subject to forfeiture if certain earn-out conditions are not satisfied. If the earnout conditions are fully satisfied, 5,000,000 of the Sponsor Earnout Shares will be released to the Sponsor in the form of shares of New Skillz Class A common stock, and the other 5,000,000 Skillz Earnout Shares will be released to the Skillz stockholders, who will receive shares of New Skillz common stock as a result of the Business Combination, in the form of shares of New Skillz Class A common stock (other than Paradise and his controlled affiliates who will receive shares of New Skillz Class B common stock).
The Private Placement
FEAC entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, FEAC agreed to issue and sell in private placements an aggregate of 15,853,052 shares of FEAC Class A common stock to the PIPE Investors for $10.00 per share.
The Private Placement is expected to close immediately prior to the consummation of the Business Combination. In connection with the Closing, all of the issued and outstanding shares of FEAC Class A common stock, including the shares of FEAC Class A common stock issued to the PIPE Investors, will be exchanged, on a one-for-one basis, for shares of New Skillz Class A common stock.
Special Meeting of FEAC Stockholders and the Proposals
The Special Meeting will convene on           , 2020 at    a.m., New York City time, in virtual format. Stockholders may attend, vote and examine the list of FEAC Stockholders entitled to vote at the Special Meeting by visiting      and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the Special Meeting is to consider and vote on the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal.
Approval of the condition precedent proposals is a condition to the obligation of FEAC to complete the Business Combination.
Only holders of record of issued and outstanding FEAC Shares as of the close of business on            , 2020, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. You may cast one vote for each share of FEAC Shares that you owned as of the close of business on that record date.
A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding FEAC Shares as of the record date present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.
Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by FEAC Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.
Approval of the Charter Proposal requires the affirmative vote of a majority of the outstanding FEAC Shares, voting together as a single class. Abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.
 
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Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by FEAC Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.
Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by FEAC Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.
Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by FEAC Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.
Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by FEAC Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.
Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by FEAC Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.
Recommendation of FEAC’s Board of Directors
The FEAC Board has unanimously determined that the Business Combination is in the best interests of, and advisable to, the FEAC Stockholders and recommends that the FEAC Stockholders adopt the Merger Agreement and approve the Business Combination. The FEAC Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors.
The FEAC Board recommends that you vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of each of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal.
For more information about the FEAC Board’s recommendation and the proposals, see the sections entitled “The Special Meeting — Vote Required and FEAC Board Recommendation” beginning on page [] and “The Business Combination Proposal — FEAC’s Board of Directors’ Reasons for Approval of the Business Combination” beginning on page [•].
FEAC’s Board of Directors’ Reasons for Approval of the Business Combination
In considering the Business Combination, FEAC’s board of directors consider the following positive factors, although not weighted or in any order of significance:
High-Growth Industry.   The global games market is substantial and growing rapidly. According to Newzoo, the interactive entertainment market grew from $84 billion in 2014 to $149 billion in 2019, and is larger than each of the markets of film box office, music and books. While the global games market as a whole has grown rapidly, the mobile gaming market has outpaced the broader industry’s growth. According to Newzoo, mobile games was a $68 billion market in 2019 and the largest and fastest-growing segment of the global games market, growing at a 20% CAGR from 2014 to 2019. The proliferation of smartphones has been a key driver of this growth. According to Newzoo, in 2019 over 40% of the world’s population currently owns a smartphone and that number continues to grow, creating an increasingly large market for game developers to target. According to Statista, in 2019, a quarter of all time on mobile devices was spent in games.
Extraordinary User Engagement.   Skillz has developed a platform with a product offering to customers that have proven engaging and “sticky.” Additionally, as its platform offers more content, Skillz’s customers
 
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have played more games. In the year ended December 31, 2019, Skillz averaged 62 minutes per paying user each day, exceeding the engagement levels of some of the most successful and well known on-line and mobile platforms in social media, games and general entertainment. This has resulted in an average three-year Lifetime Value to User Acquisition Cost of 4.7x.
Significant Revenue and Earnings Growth Potential.   Skillz’s platform has enabled it to achieve an attractive financial profile, characterized by strong existing growth and continued prospects of accelerated growth. From 2017 to 2019, Skillz achieved a revenue CAGR of over 167%. FEAC believes that Skillz is well positioned to continue its dynamic growth trajectory as it expands its distributions, expands its product offering and grows its platform internationally.
Compelling Unit Economics.   Skillz is a high growth consumer internet business that yields favorable unit economics with an estimated four-month customer payback period in 2020. In 2020, Skillz expects to achieve $225 million of net revenue, with an estimated gross margin of 95%. As the company grows to scale, Skillz expects that marketing expenses and relative size of its cost of operations will result in EBITDA margins over 30% from net revenue. This makes Skillz an attractive investment, particularly relative to its peer companies.
Experienced and Motivated Management Team.   Skillz is a founder-driven business led by its CEO, Paradise, and his co-founder, Casey Chafkin. Mr. Paradise’s vision for the company and the competitive gaming industry at large is unique and difficult to duplicate given Skillz’s proprietary technology and unique positioning. Mr. Paradise has further surrounded himself with top management talent, most recently, Scott Henry, who was hired as Skillz’s Chief Financial Officer in August 2020.
Regulatory Approvals
The Business Combination is subject to the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act. Early termination of the waiting period was granted by the Federal Trade Commission and the waiting period ended on           , 2020.
Conditions to the Completion of the Business Combination
The Business Combination is subject to customary Closing conditions, including (i) the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act, (ii) FEAC shall not have redeemed shares of its Class A common stock in an amount that would cause FEAC to have less than $5,000,001 of net tangible assets, (iii) the required stockholder approval of stockholders of FEAC shall have been obtained for the Business Combination, (iv) the required stockholder approval of stockholders of Skillz shall have been obtained for the Business Combination, and (v) the Class A Common stock to be issued in connection with the Business Combination shall have been approved for listing on the NYSE (or, if designated by Skillz pursuant to the Merger Agreement, Nasdaq). The obligations of FEAC to complete the Business Combination are further conditioned on, in addition to customary Closing conditions, the execution and delivery of the Earnout Escrow Agreement by the Stockholder Representative. The obligations of Skillz to complete the Business Combination are further conditioned on, in addition to customary Closing conditions, (i) the current certificate of incorporation of FEAC shall have been amended and restated in the form contemplated by the Charter Proposal, (ii) the transactions contemplated by the Sponsor Agreement shall have been consummated as specified therein, (iii) the execution and delivery of the Earnout Escrow Agreement by FEAC and (iv) FEAC shall have an aggregate cash amount of at least $550 million available at Closing from the Trust Account and PIPE Investors (the “Minimum Proceeds Condition”). Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated.
Termination
Mutual Termination Rights
The Merger Agreement may be terminated and the transactions contemplated thereby abandoned:

by written consent of FEAC and Skillz; or
 
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by written notice from either Skillz or FEAC to the other if the required approval of FEAC stockholders is not obtained at the Special Meeting (subject to any adjournment or recess of the Special Meeting).
Termination Rights of Skillz
The Merger Agreement may be terminated and the transactions contemplated thereby abandoned:

prior to the Closing, by written notice to FEAC from Skillz if (i) there is any breach of any representation, warranty, covenant or agreement on the part of FEAC or Merger Sub set forth in the Merger Agreement (or any breach on the part of the Sponsor of Section 1 of the Sponsor Agreement, or any breach on the part of the applicable holder of shares of FEAC Class A Common Stock that is a party to the Voting Agreement of Section 1 of such Voting Agreement), such that the conditions described in the first two bullet points under the heading “— Conditions to Closing; Additional Conditions to the Obligations of Skillz” set forth below would not be satisfied at the Closing (a “terminating FEAC breach”), except that, if any such terminating FEAC breach is curable by FEAC or Merger Sub through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date Skillz provides written notice of such violation or breach and the Termination Date) after receipt by FEAC of notice from Skillz of such breach, but only as long as FEAC or Merger Sub continues to exercise such commercially reasonable efforts to cure such terminating FEAC breach (the “FEAC cure period”), such termination shall not be effective, and such termination shall become effective only if the terminating FEAC breach is not cured within the FEAC cure period, (ii) the Closing has not occurred on or before the Termination Date, or (iii) the consummation of the Business Combination is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation; provided that the right to terminate the Merger Agreement under this paragraph shall not be available if Skillz’s failure to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date; or

by written notice from Skillz if the written consent of FEAC as sole stockholder of Merger Sub is not delivered to Skillz by the end of the day following the date of the Merger Agreement.
Termination Rights of FEAC
The Merger Agreement may be terminated and the transactions contemplated thereby abandoned:

prior to the Closing, by written notice to Skillz from FEAC if (i) there is any breach of any representation, warranty, covenant or agreement on the part of the Skillz set forth in the Merger Agreement (or any breach on the part of a Skillz stockholder that is a party to a Support Agreement of Section 1 of such Support Agreement), such that the conditions described in the first two bullet points under the heading “— Conditions to Closing; Additional Conditions to the Obligations of FEAC” set forth below would not be satisfied at the Closing (a “terminating Skillz breach”), except that, if such terminating Skillz breach is curable by Skillz through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date FEAC provides written notice of such violation or breach and the Termination Date) after receipt by Skillz of notice from FEAC of such breach, but only as long as Skillz continues to use its commercially reasonable efforts to cure such terminating Skillz breach (the “Skillz cure period”), such termination shall not be effective, and such termination shall become effective only if the terminating Skillz breach is not cured within Skillz cure period, (ii) the Closing has not occurred on or before Termination Date, and (iii) the consummation of the Business Combination is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation; provided that the right to terminate the Merger Agreement described under this paragraph is not available if FEAC’s or Merger Sub’s failure to fulfill any obligation under the Merger Agreement was the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date; provided further that the right to terminate the Merger Agreement described in this paragraph shall not be available if FEAC is in material breach of its obligations under Section 7.05 ([FEAC] NYSE Listing) on such date.
 
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Redemption Rights
Pursuant to the Current Charter, a public stockholder may request that FEAC redeem all or a portion of their public shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

prior to      p.m., New York City time, on           , 2020, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the transfer agent that FEAC redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.
As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public stockholder properly exercises its right to redeem its public shares and timely delivers its public shares to Continental Stock Transfer & Trust Company, FEAC’s transfer agent, FEAC will redeem such public shares upon the Closing for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See the section entitled “The Special Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
Holders of our warrants will not have redemption rights with respect to the warrants.
No Delaware Appraisal Rights
Appraisal rights are statutory rights under the DGCL that enable stockholders who object to certain extraordinary transactions to demand that the corporation pay such stockholders the fair value of their shares instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. However, appraisal rights are not available in all circumstances. Appraisal rights are not available to FEAC Stockholders or warrant holders in connection with the Business Combination.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. FEAC has engaged Morrow to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares at the Special Meeting if it revokes its proxy before the Special Meeting. A stockholder also may change its vote by submitting a later-dated proxy as described in the section entitled “The Special Meeting — Revoking Your Proxy.”
Interests of FEAC’s Directors and Officers in the Business Combination
When you consider the recommendation of FEAC’s board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that FEAC’s initial stockholders, including its
 
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directors and officers, have interests in such proposal that are different from, or in addition to those of FEAC Stockholders and warrant holders generally. These interests include, among other things, the interests listed below:

If we are unable to complete our initial Business Combination by March 10, 2022, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, liquidate and dissolve, subject in each case to our obligations under the Delaware General Corporation Law (“DGCL”) to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial Business Combination by March 10, 2022. Our initial stockholders purchased the founder shares prior to our initial public offering for an aggregate purchase price of $25,000. Upon the Closing, such founder shares will be exchanged for [•].

Simultaneously with the Closing of our initial public offering, we consummated the sale of 10,033,333 private placement warrants at a price of $1.50 per warrant in a private placement to our Sponsor. The warrants are each exercisable commencing 30 days following the Closing for one share of FEAC Class A common stock at $11.50 per share. If we do not consummate a Business Combination transaction by March 10, 2022, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our initial stockholders will be worthless. The warrants held by our initial stockholders had an aggregate market value of approximately $[•] based upon the Closing price of $[•] per warrant on the NYSE on [•], 2020.

Our Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by March 10, 2022. Certain of them may continue to serve as officers and/or directors of New Skillz after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the New Skillz board of directors determines to pay to its directors and/or officers.

Our initial stockholders and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if FEAC fails to complete a business combination by March 10, 2022.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

Following the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to FEAC and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial Business Combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination, and repayment of any other loans, if any, and on such terms as to be determined by FEAC from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination.
 
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At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding FEAC or its securities, the initial stockholders, Skillz and/or its affiliates and Paradise and/or his affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire FEAC Shares or vote their FEAC Shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FEAC satisfies the Minimum Proceeds Condition. Any such purchases of public shares and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial stockholders for nominal value.
Entering into any such arrangements may have a depressive effect on FEAC Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.
If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.
The existence of financial and personal interests of the FEAC directors and officers may result in a conflict of interest on the part of one or more of them between what he may believe is best for FEAC and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of FEAC’s Directors and Officers in the Business Combination” for a further discussion of this and other risks.
Stock Exchange Listing
FEAC’s units, Class A common stock and public warrants are publicly traded on the New York Stock Exchange (the “NYSE”) under the symbols “FEAC” and “FEAC WS”, respectively. FEAC intends to apply to list the New Skillz Class A common stock and public warrants on the NYSE under the symbols “SKLZ” and “SKLZ WS”, respectively, upon the Closing of the Business Combination. New Skillz will not have units traded following the Closing of the Business Combination.
 
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Sources and Uses of Funds for the Business Combination
The following table summarizes the sources and uses for funding the transactions contemplated by the Merger Agreement. Where actual amounts are not known or knowable, the figures below represent Skillz’s good faith estimate of such amounts assuming a Closing as of October 31, 2020.
(in millions)
Assuming No
Redemption
Assuming Maximum
Redemption
Sources
Proceeds from Trust Account
$ 690 $ 391
Private Placement
159 159
Sellers’ Equity
3,500 3,500
FEAC Upfront Founder Equity
64 64
Skillz Cash on Balance Sheet (1)
66 66
Total Sources
$ 4,479 $ 4,180
Uses
Cash on Balance Sheet
$ 250 $ 250
Sellers’ Equity
3,500 3,500
Cash to Skillz Stockholders
609 310
FEAC Upfront Founder Equity
64 64
Transaction costs
56 56
Total Uses
$ 4,479 $ 4,180
(1)
Based on estimated cash on hand as of September 30, 2020.
Material U.S. Federal Tax Consequences of the Business Combination
For a discussion summarizing the U.S. federal income tax considerations of the Business Combination, please see “Material U.S. Federal Income Tax Considerations.” The tax consequences of the foregoing to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, please consult your tax and legal advisor to determine the tax consequences to you of the Business Combination.
Accounting Treatment
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, FEAC will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of Skillz issuing stock for the net assets of FEAC, accompanied by a recapitalization. The net assets of FEAC will be stated at historical cost, with no goodwill or other intangible assets recorded.
Skillz has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

Skillz’s existing stockholders will have the greatest voting interest in the combined entity under the no and maximum redemption scenarios with over 94% of the voting interest in each scenario;

The largest individual minority stockholder of the combined entity is an existing stockholder of Skillz;

Skillz’s directors will represent the majority of the new board of directors of New Skillz;

Skillz’s senior management will be the senior management of New Skillz; and

Skillz is the larger entity based on historical revenue and has the larger employee base.
 
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The preponderance of evidence as described above is indicative that Skillz is the accounting acquirer in the Business Combination.
Comparison of Stockholders’ Rights
Following the consummation of the Business Combination, the rights of FEAC Stockholders who become New Skillz stockholders in the Business Combination will no longer be governed by the Current Charter and FEAC’s bylaws and instead will be governed by the Proposed Charter and New Skillz’s amended and restated bylaws. See “Comparison of Stockholders’ Rights” beginning on page [•].
Summary of Risk Factors
In evaluating the proposals to be presented at the Special Meeting, a FEAC Stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”
Emerging Growth Company
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New Skillz’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the Closing of FEAC’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
Controlled Company Exemption
Upon the completion of the Business Combination, Paradise will be the beneficial owner of all the outstanding shares of New Skillz’s Class B common stock and, as such, will control the voting power of our outstanding capital stock, as a result of which Paradise will have the power to elect a majority of New Skillz’s directors. Pursuant to the NYSE listing standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company qualifies as a “controlled company.” As a controlled company, New Skillz will be exempt from certain NYSE corporate governance requirements, including the requirements (1) that a majority of New Skillz’s board of directors consist of independent directors, (2) that New Skillz’s board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that New Skillz’s board of directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. For at least some period following the Business Combination, New Skillz may utilize these exemptions since the New Skillz Board has not yet made a determination with respect to the independence of any directors. Pending such determination, you may not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance
 
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requirements. If New Skillz ceases to be a “controlled company” and its shares continue to be listed on the NYSE, New Skillz will be required to comply with these standards and, depending on the board’s independence determination with respect to our then-current directors, New Skillz may be required to add additional directors to its board in order to achieve such compliance within the applicable transition periods.
 
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF FEAC
FEAC is providing the following summary historical financial data to assist you in your analysis of the financial aspects of the Business Combination.
FEAC’s statement of operations data for the period from January 15, 2020 (date of inception) to June 30, 2020 and balance sheet data as of June 30, 2020 is derived from FEAC’s unaudited condensed financial statements included elsewhere in this proxy statement/prospectus.
This information is only a summary and should be read in conjunction with FEAC’s financial statements and related notes and “FEAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of FEAC.
Statement of Operations Data
For the Period
from
January 15, 2020
(inception) to
June 30, 2020
(in dollars, except for share
and per share numbers)
Revenue
$
General and administrative expenses
246,436
Loss from operations
(246,436)
Other income – interest earned on Trust Account
502,881
Provision for income taxes
(53,853)
Net income
$ 202,592
Basic and diluted weighted average shares outstanding of Class A common stock
69,000,000
Basic and diluted net income per share, Class A
$
Basic and diluted weighted average shares outstanding of Class B common stock
17,250,000
Basic and diluted net loss per share, Class B
$
Balance Sheet Data
June 30, 2020
(in dollars, except for
share numbers)
Total assets
$ 691,487,490
Total liabilities
24,898,590
Total stockholders’ equity and Class A common stock subject to possible redemptions
666,588,900
 
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF SKILLZ
Skillz is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Business Combination.
Skillz’s balance sheet data as of June 30, 2020 and statement of operations data for the six months ended June 30, 2020 and 2019 are derived from Skillz’s unaudited financial statements included elsewhere in this proxy statement/prospectus. Skillz’s balance sheet data and statement of operations data as of and for the year ended December 31, 2019 and 2018, are derived from Skillz’s audited financial statements included elsewhere in this proxy statement/prospectus.
The information is only a summary and should be read in conjunction with Skillz’s financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Skillz” contained elsewhere in this proxy statement/prospectus. Skillz’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.
Six Months
Ended
June 30, 2020
Six Months
Ended
June 30, 2019
Year Ended
December 31, 2019
Year Ended
December 31, 2018
(in thousands, except for number of shares and per share amounts)
Statement of Operations Data:
Revenue
$ 102,437 $ 53,951 $ 119,872 $ 50,778
Costs and expenses
Cost of revenue
5,704 2,307 5,713 2,112
Research and development
8,884 4,454 11,241 7,547
Sales and marketing
99,194 48,909 111,370 51,689
General and administrative
16,475 7,802 16,376 14,975
Total costs and expenses
130,257 63,472 144,700 76,323
Loss from operations
(27,820) (9,521) (24,828) (25,545)
Interest expense, net
(1,273) (1,573) (2,497) (2,190)
Other income (expense), net
(6,533) 1,211 3,720 (45)
Loss before income taxes
(35,626) (9,883) (23,605) (27,780)
Provision for income taxes
53
Net loss
$ (35,679) $ (9,883) $ (23,605) $ (27,780)
Remeasurement of redeemable convertible preferred stock
(409,506) (18,992) (62,519) (18,798)
Net loss attributable to common stockholders
$ (445,185) $ (28,875) $ (86,124) $ (46,578)
Net loss per common share
Net loss per share attributable to common stockholders – basic and diluted
$ (3.15) $ (0.22) $ (0.64) $ (0.36)
Weighted average shares outstanding
Weighted-average common shares outstanding – basic and diluted
141,162,200 133,046,838 135,124,756 129,930,282
 
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June 30, 2020
December 31, 2019
December 31, 2018
(in thousands)
Balance Sheet Data:
Total assets
$ 83,072 $ 38,856 $ 26,029
Total current liabilities
29,412 10,481 10,212
Total liabilities
29,478 20,191 24,953
Working capital
48,656 24,611 14,565
Redeemable convertible preferred stock
630,781 156,335 54,056
Total stockholders’ deficit
(577,187) (137,670) (52,980)
Six Months
Ended
June 30, 2020
Six Months
Ended
June 30, 2019
Year Ended
December 31,
2019
Year Ended
December 31,
2018
(in thousands)
Statement of Cash Flows Data:
Net cash provided by (used in):
Operating activities
$ (9,316) $ (6,925) $ (21,937) $ (16,948)
Investing activities
(1,875) (1,052) (3,223) (867)
Financing activities
54,504 (4) 31,168 33,330
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Business Combination and related transactions described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”. The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, FEAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Skillz issuing stock for the net assets of FEAC, accompanied by a recapitalization. The net assets of FEAC will be stated at historical cost, with no goodwill or other intangible assets recorded. The summary unaudited pro forma condensed combined balance sheet data as of June 30, 2020 gives pro forma effect to the Business Combination and related transactions as if they had occurred on June 30, 2020. The summary unaudited pro forma condensed combined statement of operations data for the six months ended June 30, 2020 and year ended December 31, 2019 give pro forma effect to the Business Combination and related transactions as if they had been consummated on January 1, 2019.
The summary pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/ prospectus and the accompanying notes. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements of FEAC and related notes and the historical financial statements of Skillz and related notes included in this proxy statement/prospectus. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the combined company.
The following table presents summary pro forma data after giving effect to the Business Combination and related transactions, assuming two redemption scenarios as follows:

Assuming No Redemption — this scenario assumes that no shares of FEAC Common Stock are redeemed; and

Assuming Maximum Redemption — this scenario assumes that 29,881,562 shares of FEAC Class A Common Stock are redeemed for an aggregate payment of approximately $299.0 million (based on the estimated per share redemption price of approximately $10.01 per share) from the Trust Account. The Merger Agreement includes a condition to closing the Business Combination that, at the Closing, FEAC will have a minimum of $550.0 million in cash comprising (i) the cash held in the trust account after giving effect to the FEAC share redemptions and (ii) proceeds from the Private Placement.
 
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Pro Forma Combined
(Assuming No
Redemptions)
Pro Forma Combined
(Assuming Maximum
Redemptions)
(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined
Statement of Operations Data Six Months Ended June 30,
2020
Revenue
$ 102,437 $ 102,437
Net loss per share attributable to common stockholders – basic and diluted
$ (0.09) $ (0.10)
Weighted average common shares outstanding – basic and
diluted
328,339,564 320,763,570
Statement of Operations Data Year Ended December 31, 2019
Revenue
$ 119,872 $ 119,872
Net loss per share attributable to common stockholders – basic and diluted
$ (0.07) $ (0.07)
Weighted average common shares outstanding – basic and
diluted
328,339,564 320,763,570
Selected Unaudited Pro Forma Condensed Combined
Balance Sheet Data as of June 30, 2020
Total assets
$ 279,789 $ 276,812
Total liabilities
$ 23,593 $ 23,593
Total stockholders’ equity
$ 256,196 $ 253,219
 
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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION
The following table sets forth selected historical comparative share information for FEAC and Skillz and unaudited pro forma condensed combined per share information of the combined company after giving effect to the Business Combination and related transactions, assuming two redemption scenarios as follows:

Assuming No Redemption — this scenario assumes that no shares of FEAC Common Stock are redeemed; and

Assuming Maximum Redemption — this scenario assumes that 29,881,562 shares of FEAC Class A Common Stock are redeemed for an aggregate payment of approximately $299.0 million (based on the estimated per share redemption price of approximately $10.01 per share) from the Trust Account. The Merger Agreement includes a condition to closing the Business Combination that, at the Closing, FEAC will have a minimum of $550.0 million in cash comprising (i) the cash held in the trust account after giving effect to the FEAC share redemptions and (ii) proceeds from the Private Placement.
The pro forma book value information reflects the Business Combination and related transactions as if they had occurred on June 30, 2020. The weighted average shares outstanding and net loss per share information give pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2019.
This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement/consent solicitation statement/prospectus, and the historical financial statements of FEAC and Skillz and related notes that are included elsewhere in this proxy statement/ prospectus. The unaudited pro forma combined per share information of FEAC and Skillz is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/ prospectus.
The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of FEAC and Skillz would have been had the companies been combined during the periods presented.
Combined Pro Forma
Skillz equivalent pro
forma per share data(2)
FEAC
(Historical)
Skillz
(Historical)
(Assuming
No
Redemption)
(Assuming
Maximum
Redemption)
(Assuming
No
Redemption)
(Assuming
Maximum
Redemption)
As of and for the Six Months Ended June 30, 2020(3)
Book value per share(1)
$ 0.06 (4.09) 0.78 0.79 0.55 0.56
Weighted average common shares outstanding – basic and diluted
86,250,000 141,162,200 328,339,564 320,763,570 237,136,312 259,441,880
Net loss per share attributable
to common stockholders –
basic and diluted
$ 0.00 (3.15) (0.09) (0.10) (0.07) (0.07)
As of and for the Year Ended December 31, 2019(3)
Book value per share(1)
$ N/A(4) (1.02) N/A(5) N/A(5) N/A(5) N/A(5)
Weighted average common shares outstanding – basic and diluted
N/A(4) 135,124,756 328,339,564 320,763,570 237,136,312 259,441,880
Net loss per share attributable
to common stockholders –
basic and diluted
$ N/A(4) (0.64) (0.07) (0.07) (0.05) (0.05)
 
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(1)
Book value per share = (Total equity excluding redeemable convertible preferred shares)/shares of common stock outstanding.
(2)
The equivalent pro forma basic and diluted per share data for Skillz is based on the exchange ratio set forth in the Business Combination Agreement. The weighted average shares outstanding includes Skillz preferred stock, which will be converted into shares of Skillz common stock immediately prior to the effective time of the Business Combination.
(3)
There were no cash dividends declared in the period presented.
(4)
Not applicable as FEAC was incorporated on January 15, 2020.
(5)
Pro forma balance sheet for year ended December 31, 2019 not required and as such, no such calculation included in this table.
 
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MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION
FEAC
Market Price and Ticker Symbol
FEAC’s units, Class A common stock and public warrants are currently listed on the NYSE under the symbols “FEAC.U,” “FEAC,” and “FEAC WS,” respectively.
The closing price of FEAC’s units, Class A common stock and public warrants on September 1, 2020, the last trading day before announcement of the execution of the Merger Agreement, was $11.74, $10.74 and $3.06, respectively. As of            , 2020, the record date for the Special Meeting, the closing price for each unit, Class A common stock and public warrant was $      , $      and $      , respectively.
Holders
As of            , 2020, there was             holder of record of our units,             holder of record of FEAC Class A common stock,             holders of record of FEAC Class B common stock and             holder of record of our public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, FEAC Class A common stock and warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy
FEAC has not paid any cash dividends on FEAC common stock to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon New Skillz’s revenue and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of New Skillz’s board of directors at such time.
Skillz
There is no public market for shares of Skillz’s common stock.
 
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RISK FACTORS
We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results of operations or reputation. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently believe are not material may also significantly affect our business, financial condition, results of operations or reputation. Our business could be harmed by any of these risks. In assessing these risks, you should also refer to the other information contained in this proxy statement prospectus, including our consolidated financial statements and related notes.
Risk Factors Relating to FEAC and the Business Combination
Directors and officers of FEAC have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus.
When considering FEAC’s board of directors’ recommendation that its stockholders vote in favor of the approval of the Business Combination, FEAC Stockholders should be aware that directors and officers of FEAC have interests in the Business Combination that may be different from, or in addition to, the interests of FEAC Stockholders. These interests include:

If we are unable to complete our initial business combination by March 10, 2022, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, liquidate and dissolve, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by March 10, 2022. Our initial stockholders purchased the founder shares prior to our initial public offering for an aggregate purchase price of $25,000. Upon the Closing, such founder shares will be exchanged for [•].

Simultaneously with the closing of our initial public offering, we consummated the sale of 10,033,333 private placement warrants at a price of $1.50 per warrant in a private placement to our initial stockholders, including our independent directors (and/or one or more of their estate planning vehicles). The warrants are each exercisable commencing 30 days following the Closing for one share of New Skillz Class A common stock at $11.50 per share. If we do not consummate a business combination transaction by March 10, 2022, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our initial stockholders will be worthless. The warrants held by our initial stockholders had an aggregate market value of approximately $[•] based upon the closing price of $[•] per warrant on the NYSE on [•], 2020.

Our Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by March 10, 2022. Certain of them may continue to serve as officers and/or directors of New Skillz after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the New Skillz board of directors determines to pay to its directors and/or officers.

Our initial stockholders and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if FEAC fails to complete a business combination by March 10, 2022.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.
 
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Following the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to FEAC and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by FEAC from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination.
These financial interests of the initial stockholders, officers and directors and entities affiliated with them may have influenced their decision to approve the Business Combination. You should consider these interests when evaluating the Business Combination and the recommendation FEAC’s Board to vote in favor of the Business Combination Proposal and other proposals to be presented to the stockholders.
FEAC’s initial stockholders have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.
Our initial stockholders have agreed to vote their shares in favor of the Business Combination. The initial stockholders own approximately 20% of our outstanding shares prior to the Business Combination. Accordingly, it is more likely that the necessary stockholder approval for the Business Combination will be received than would be the case if our initial stockholders had agreed to vote their shares in accordance with the majority of the votes cast by our public stockholders.
FEAC’s initial stockholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on the Business Combination and reduce the public “float” of our common stock.
FEAC’s initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions.
In the event that FEAC’s initial stockholders, directors, officers, advisors or their affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their public shares. The purpose of any such purchases of public shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a Closing condition in the Merger Agreement that requires us to have a certain amount of cash at the Closing, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.
In addition, if such purchases are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Warrants will become exercisable for New Skillz Class A common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
Following the Business Combination, there will be 17,250,000 outstanding public warrants to purchase 17,250,000 shares of New Skillz Class A common stock at an exercise price of $11.50 per share, which
 
45

 
warrants will become exercisable 30 days following the Closing. In addition, there will be 10,033,333 private placement warrants outstanding exercisable for 10,033,333 shares of New Skillz Class A common stock at an exercise price of $11.50 per share. To the extent such warrants are exercised, additional shares of New Skillz Class A common stock will be issued, which will result in dilution to the holders of New Skillz Class A common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of New Skillz Class A common stock.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
New Skillz will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of New Skillz Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption. If and when the warrants become redeemable by New Skillz, New Skillz may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders to (i) exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) sell the warrants at the then-current market price when the holder might otherwise wish to hold onto such warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.
In addition, New Skillz may redeem your warrants after they become exercisable for a number of shares of New Skillz Class A common stock determined based on the redemption date and the fair market value of New Skillz Class A common stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of our common stock had your warrants remained outstanding.
Even if we consummate the Business Combination, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.
The exercise price for the outstanding warrants is $11.50 per share of New Skillz Class A common stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.
Our stockholders will experience immediate dilution as a consequence of the issuance of New Skillz Class A common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of New Skillz.
Assuming that no public stockholders exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination, FEAC’s initial stockholders and public stockholders will hold [•] shares of New Skillz Class A common stock, or [•]% of the outstanding Class A common stock. Assuming that our public stockholders holding [•] public shares exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination, FEAC’s initial stockholders and public stockholders will hold [•] shares of New Skillz Class A common stock, or [•]% of the outstanding Class A common stock.
There are currently outstanding an aggregate of 23,255,662 warrants to acquire FEAC Class A common stock, which comprise 10,033,333 private placement warrants held by FEAC’s initial stockholders at the time of FEAC’s initial public offering and 13,222,329 public warrants. Each of FEAC’s outstanding whole warrants is exercisable commencing 30 days following the Closing for one share of FEAC Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of FEAC Class A common stock
 
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is issued as a result of such exercise, with payment of the exercise price of  $11.50 per share, our fully-diluted share capital would increase by a total of 27,283,333 shares, with approximately $313,758,330.00 paid to us to exercise the warrants.
Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.
Although FEAC has conducted due diligence on New Skillz, FEAC cannot assure you that this diligence revealed all material issues that may be present in its business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of FEAC’s or New Skillz’s control will not later arise. As a result, New Skillz may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that New Skillz reports charges of this nature could contribute to negative market perceptions about New Skillz or its securities. In addition, charges of this nature may cause New Skillz to violate net worth or other covenants to which it may be subject. Accordingly, any FEAC Stockholder who chooses to remain a stockholder of New Skillz following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by FEAC’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.
If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.
If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of FEAC’s securities prior to the Closing may decline. The market values of FEAC’s securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which FEAC Stockholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Merger Agreement is based on the per share value of the amount in the Trust Account and will not be adjusted to reflect any changes in the market price of FEAC’s Class A common stock, the market value of New Skillz Class A common stock issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.
In addition, following the Business Combination, fluctuations in the price of New Skillz’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the stock of New Skillz and trading in the shares of FEAC’s Class A common stock has not been active. Accordingly, the valuation ascribed to New Skillz in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of New Skillz securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and New Skillz securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.
Factors affecting the trading price of New Skillz’s securities may include:

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

changes in the market’s expectations about New Skillz’s operating results;
 
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success of competitors;

operating results failing to meet the expectations of securities analysts or investors in a particular period;

changes in financial estimates and recommendations by securities analysts concerning New Skillz or the industry in which New Skillz operates in general;

operating and stock price performance of other companies that investors deem comparable to New Skillz;

ability to market new and enhanced products and services on a timely basis;

changes in laws and regulations affecting our business;

commencement of, or involvement in, litigation involving New Skillz;

changes in New Skillz’s capital structure, such as future issuances of securities or the incurrence of additional debt;

the volume of shares of New Skillz Class A common stock available for public sale;

any major change in New Skillz’s board or management;

sales of substantial amounts of New Skillz Class A common stock by our or New Skillz’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and the NYSE specifically, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which it was acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to New Skillz could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
Our actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.
The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.
There can be no assurance that New Skillz Class A common stock issued in connection with the Business Combination will be approved for listing on the NYSE following the Closing, or that we will be able to comply with the continued listing standards of the NYSE.
New Skillz Class A common stock and warrants are expected to be listed on the NYSE following the Business Combination. New Skillz’s continued eligibility for listing may depend on the number of our shares that are redeemed. If, after the Business Combination, the NYSE delists New Skillz Class A common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

a limited availability of market quotations for our securities;

a determination that New Skillz Class A common stock is a “penny stock,” which will require brokers trading in New Skillz Class A common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for New Skillz Class A common stock;
 
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a limited amount of analyst coverage; and

a decreased ability to issue additional securities or obtain additional financing in the future.
The Current Charter states that we must complete our initial business combination by March 10, 2022. If we have not completed an initial business combination by then (or such later date as our stockholders may approve in accordance with the Current Charter), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $1,000,000) (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.
Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.
Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of  (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the funds held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.
If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If our stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of our Class A common stock for a pro rata portion of the Trust Account.
Holders of public shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise t