8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2020 (November 12, 2020)

5:01 ACQUISITION CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39612	85-2790755
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
501 Second Street Suite 350 San Francisco, California		94107
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 993-8570

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001	FVAM	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

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 13(a) of the Exchange Act. ¨

Item 3.02. Unregistered Sales of Equity Securities.

The information included in Item 8.01 is incorporated into this Item by reference.

The shares of Class A Common Stock (as defined below) were offered and sold in a private placement on November 12, 2020 in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The purchaser represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D. The shares of Class A Common Stock issued in the private placement were offered without any general solicitation by the Company (as defined below) or its representatives.

Item 8.01. Other Events

As previously disclosed on a Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 22, 2020, on October 16, 2020, 5:01 Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 8,000,000 shares of its Class A common stock, par value $0.0001 per share (“Class A Common Stock”), generating gross proceeds to the Company of $80,000,000. The Company granted the underwriter in the IPO a 45-day option to purchase up to 1,200,000 additional shares of Class A Common Stock to cover over-allotments, if any.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 360,000 shares of Class A Common Stock to the Company’s sponsor, 5:01 Acquisition LLC, at a purchase price of $10.00 per share, generating gross proceeds to the Company of $3,600,000.

Subsequently, on November 9, 2020, the underwriter exercised the over-allotment option in part, and the closing of the issuance and sale of the additional 256,273 shares of Class A Common Stock (the “Over-Allotment Shares”) occurred on November 12, 2020. In connection with the over-allotment exercise, the Company issued 256,273 Over-Allotment Shares at a price of $10.00 per share, generating total gross proceeds of approximately $2.6 million. After giving effect to the issuance of the Over-Allotment Shares, the over-allotment option remains exercisable for up to 943,727 shares of Class A Common Stock.

Substantially concurrently with the closing of the sale of the Over-Allotment Shares, the Company completed the private sale of 5,126 shares of Class A Common Stock to the Company’s sponsor, 5:01 Acquisition LLC, at a purchase price of $10.00 per share, generating gross proceeds to the Company of $51,260.

A total of $82.6 million of the net proceeds from the sale of shares of Class A Common Stock in the IPO (including the Over-Allotment Shares) and the private placements on October 16, 2020 and November 12, 2020 were placed in a trust account established for the benefit of the Company’s public shareholders.

Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the partial exercise of the over-allotment option.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.	Description
99.1	Audited Balance Sheet, as of October 16, 2020, adjusted for the closing of the underwriter’s over-allotment option and related transactions which occurred on November 12, 2020.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 18, 2020
	5:01 Acquisition Corp.
	(Registrant)
	By:	/s/ Rebecca L. Lucia
		Name:	Rebecca L. Lucia
		Title:	Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

5:01 ACQUISITION CORP.

BALANCE SHEET

	October 16, 2020			Pro Forma Adjustments			As Adjusted
					(Unaudited)			(Unaudited)
Assets:
Current assets:
Cash	$	1,911,000		$	2,562,730	(a)	$	1,911,000
					51,260	(b)
					(51,260	)(c)
					(2,562,730	)(f)
Prepaid expenses		238,400			-			238,400
Total current assets		2,149,400			-			2,149,400
Cash held in Trust Account		80,000,000			2,562,730	(f)		82,562,730
Total Assets	$	82,149,400		$	2,562,730		$	84,712,130
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	584,492		$	-		$	584,492
Accrued expenses		59,034			-			59,034
Franchise tax payable		24,707			-			24,707
Total current liabilities		668,233			-			668,233
Deferred underwriting commissions		2,800,000			89,696	(d)		2,889,696
Total Liabilities		3,468,233			89,696			3,557,929
Commitments and Contingencies
Class A common stock; 7,368,116 and 7,615,420 shares subject to possible redemption at $10.00 per share, actual and as adjusted, respectively		73,681,160			2,473,040	(e)		76,154,200
Stockholders' Equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding		-			-			-
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 991,884 and 1,005,979 shares issued and outstanding (excluding 7,368,116 and 7,615,420 shares subject to possible redemption), actual and as adjusted, respectively		99			26	(a)		100
					(25	)(e)
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,300,000 shares issued and outstanding (1)		230			-			230
Additional paid-in capital		5,032,871			2,562,704	(a)		5,032,864
					51,260	(b)
					(51,260	)(c)
					(89,696	)(d)
					(2,473,015	)(e)
Accumulated deficit		(33,193	)		-			(33,193	)
Total stockholders' equity		5,000,007			(6	)		5,000,001
Total Liabilities and Stockholders' Equity	$	82,149,400		$	2,562,730		$	84,712,130

(1) This number included up to 300,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. On November 12, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 256,273 shares of Class A common stock; thus, only 235,932 shares of Class B common stock remain subject to forfeiture.

The accompanying notes are an integral part of these financial statements.

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of 5:01 Acquisition Corp.  (the “Company”) as of October 16, 2020, adjusted for the closing of the underwriter’s over-allotment option and related transactions which occurred on November 12, 2020 as described below.

The Company consummated its initial public offering (the “IPO”) of 8,000,000 shares of Class A common stock (each, a “Public Share” and collectively, the “Public Shares”) at $10.00 per share, generating gross proceeds to the Company of $80.0 million. The Company granted the underwriter in the IPO (the “Underwriter”) a 45-day option to purchase up to 1,200,000 additional shares to cover over-allotments, if any. The Underwriter partially exercised the over-allotment option and on November 12, 2020 purchased an additional 256,273 shares of Class A common stock (the “Additional Shares”), generating gross proceeds of approximately $2.6 million, and the Company incurred additional offering costs of approximately $141,000 in underwriting fees (inclusive of approximately $90,000 in deferred underwriting fees) (the “Over-Allotment”). After giving effect to the issuance of the Additional Shares, the over-allotment option remains exercisable for up to 943,727 shares of Class A common stock.

Simultaneously with the closing of the IPO on October 16, 2020, the Company completed a private placement (the “Private Placement”) of an aggregate of 360,000 shares of Class A common stock (each, a “Private Placement Share” and collectively, the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to 5:01 Acquisition LLC, an entity affiliated with the Company’s directors (the “Sponsor”), generating proceeds of $3.6 million. Simultaneously with the closing of the Over-Allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 5,126 Private Placement Shares by the Sponsor, generating gross proceeds to the Company of approximately $51,000.

Upon the closing of the IPO, the Over-Allotment and the Private Placement, approximately $83.0 million ($10.00 per share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in a  trust account (“Trust Account”) located in the United States, and invested only in U.S. government treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries, as determined by the Company, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the Trust Account.

In addition, the Sponsor agreed to forfeit up to 300,000 Class B common stock, par value $0.0001 (the “Founder Shares”) to the extent that the over-allotment option is not exercised in full by the underwriters. The underwriters partially exercised their over-allotment option on November 12, 2020; thus, only 235,932 shares of Class B common stock remain subject to forfeiture.

Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option and the sale of the Private Placement Shares described above are as follows:

	Pro Forma Entries	Debit		Credit
(a)	Cash	$	2,562,730
	Class A common stock			$	26
	Additional paid-in capital			$	2,562,704
	To record sale of 256,273 Additional Shares at $10.00 per share
(b)	Cash	$	51,260
	Additional paid-in capital			$	51,260
	To record sale of 5,126 Private Placement Shares at $10.00 per share
(c)	Additional paid-in capital	$	51,260
	Cash			$	51,260
	To record payment of 2% of cash underwriting fee on overallotment option
(d)	Additional paid-in capital	$	89,696
	Deferred underwriting commissions			$	89,696
	To record additional deferred underwriting fee on overallotment option
(e)	Class A common stock	$	25
	Additional paid-in capital	$	2,473,015
	Class A common stock subject to possible redemption			$	2,473,040
	To reclassify Class A common stock out of permanent equity into mezzanine redeemable stock
(f)	Cash	$	2,562,730
	Trust account			$	2,562,730
	To transfer $10.00 per Additional Shares to Trust Account