|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
85-3851769
(I.R.S. Employer
Identification No.) |
|
|
Jocelyn M. Arel, Esq.
Robert S. Insolia, Esq. Daniel J. Espinoza, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Tel: (617) 570-1000 Fax: (617) 523-1231 |
| |
David Alan Miller, Esq.
Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 Telephone: (212) 818-8800 |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | | | | | | | Emerging growth company ☒ | |
| | ||||||||||||||||||||||||||||
TITLE OF EACH CLASS OF SECURITIES
TO BE REGISTERED |
| | |
AMOUNT
BEING REGISTERED |
| | |
PROPOSED
MAXIMUM OFFERING PRICE PER SECURITY(1) |
| | |
PROPOSED
MAXIMUM AGGREGATE OFFERING PRICE(1) |
| | |
AMOUNT OF
REGISTRATION FEE |
| ||||||||||||
Units, each consisting of one share of Class A common stock, $0.0001 par value,
and 1∕3 of a redeemable Warrant to acquire one share of Class A common stock(2) |
| | | | | 28,750,000 | | | | | | $ | 10.00 | | | | | | $ | 287,500,000 | | | | | | $ | 31,366.25(5) | | |
Class A common stock included as part of the Units(3)
|
| | | | | 28,750,000 | | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Redeemable warrants to acquire one share of Class A common stock included as
part of the Units(3) |
| | | | | 7,187,500 | | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Shares of Class A common stock underlying redeemable warrants included as part of the Units(3)
|
| | | | | 7,187,500 | | | | | | $ | 11.50 | | | | | | $ | 82,656,250 | | | | | | $ | 9,017.80(5) | | |
Total | | | | | | | | | | | | | | | | | | | $ | 370,156,250 | | | | | | $ | 40,384.05(5) | | |
| | |
PER UNIT
|
| |
TOTAL
|
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 250,000,000 | | |
Underwriting discounts and commissions(1)(2)
|
| | | $ | 0.55 | | | | | $ | 13,750,000 | | |
Proceeds, before expenses, to us
|
| | | $ | 9.45 | | | | | $ | 236,250,000 | | |
| | |
PAGE
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| | | | 65 | | | |
| | | | 66 | | | |
| | | | 71 | | | |
| | | | 93 | | | |
| | | | 102 | | | |
| | | | 105 | | | |
| | | | 107 | | | |
| | | | 124 | | | |
| | | | 132 | | | |
| | | | 141 | | | |
| | | | 141 | | | |
| | | | 141 | | | |
| | | | F-1 | | |
| | |
December 31, 2020
|
| |||
| | |
ACTUAL
|
| |||
Balance Sheet Data: | | | | | | | |
Working capital (deficiency)
|
| | | $ | (169,658) | | |
Total assets
|
| | | $ | 358,118 | | |
Total liabilities
|
| | | $ | 334,658 | | |
Stockholder’s equity
|
| | | $ | 23,460 | | |
| | |
WITHOUT
OVER- ALLOTMENT OPTION |
| |
OVER-
ALLOTMENT OPTION EXERCISED |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 250,000,000 | | | | | $ | 287,500,000 | | |
Gross proceeds from private placement units offered in the private placement
|
| | | | 7,050,000 | | | | | | 7,800,000 | | |
Total gross proceeds
|
| | | $ | 257,050,000 | | | | | $ | 295,300,000 | | |
Offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 5,000,000 | | | | | $ | 5,750,000 | | |
Legal fees and expenses
|
| | | | 300,000 | | | | | | 300,000 | | |
Printing and engraving expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Accounting fees and expenses
|
| | | | 60,000 | | | | | | 60,000 | | |
SEC/FINRA Expenses
|
| | | | 75,000 | | | | | | 75,000 | | |
Nasdaq listing and filing fees (including deferred amount)
|
| | | | 75,000 | | | | | | 75,000 | | |
Director & Officer liability insurance premiums
|
| | | | 500,000 | | | | | | 500,000 | | |
Miscellaneous
|
| | | | 250,000 | | | | | | 250,000 | | |
Total offering expenses (other than underwriting commissions)
|
| | | $ | 1,300,000 | | | | | $ | 1,300,000 | | |
Proceeds after offering expenses
|
| | | $ | 250,750,000 | | | | | $ | 288,250,000 | | |
Held in trust account(3)
|
| | | $ | 250,000,000 | | | | | $ | 287,500,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account
|
| | | $ | 750,000 | | | | | $ | 750,000 | | |
| | |
AMOUNT
|
| |
% OF
TOTAL |
| ||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(6)
|
| | | | 150,000 | | | | | | 20.00% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 125,000 | | | | | | 16.67% | | |
Office space and administrative and support services
|
| | | | 240,000 | | | | | | 32.00% | | |
Nasdaq continued listing fees
|
| | | | 55,000 | | | | | | 7.33% | | |
Working capital to cover miscellaneous expenses
|
| | | | 180,000 | | | | | | 24.00% | | |
Total
|
| | | $ | 750,000 | | | | | | 100.0% | | |
| | |
WITHOUT
OVER-ALLOTMENT |
| |
WITH
OVER-ALLOTMENT |
| ||||||||||||||||||
Public offering price
|
| | | | | | | | | $ | 10.00 | | | | | | | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.02) | | | | | | | | | | | | (0.02) | | | | | | | | |
Increase attributable to stockholders
|
| | | | 0.61 | | | | | | | | | | | | 0.54 | | | | | | | | |
Pro forma net tangible book value after this offering and the sale
of the private placement units |
| | | | | | | | | | 0.59 | | | | | | | | | | | | 0.52 | | |
Dilution to stockholders
|
| | | | | | | | | $ | 9.41 | | | | | | | | | | | $ | 9.48 | | |
Percentage of dilution to stockholders
|
| | | | | | | | | | 94.1% | | | | | | | | | | | | 94.8% | | |
| | |
SHARES PURCHASED
|
| |
TOTAL CONSIDERATION
|
| |
AVERAGE
PRICE |
| |||||||||||||||||||||
| | |
NUMBER
|
| |
PERCENTAGE
|
| |
AMOUNT
|
| |
PERCENTAGE
|
| |
PER SHARE
|
| |||||||||||||||
Class B common stock(1)
|
| | | | 6,250,000 | | | | | | 19.41% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.0040(2) | | |
Private Placement Unitholders
|
| | | | 705,000 | | | | | | 2.19% | | | | | $ | 7,050,000 | | | | | | 2.74% | | | | | $ | 10.00 | | |
Representative shares
|
| | | | 250,000 | | | | | | 0.78% | | | | | $ | 870 | | | | | | 0.00% | | | | | $ | 0.0035 | | |
Class A common stock
|
| | | | 25,000,000 | | | | | | 77.62% | | | | | | 250,000,000 | | | | | | 97.25% | | | | | $ | 10.00 | | |
| | | | | 32,205,000 | | | | | | 100.0% | | | | | $ | 257,075,870 | | | | | | 100.0% | | | | | | | | |
| | |
WITHOUT
OVER- ALLOTMENT |
| |
WITH
OVER- ALLOTMENT |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (169,658) | | | | | $ | (169,658) | | |
Net proceeds from this offering and sale of the private placement
units(1) |
| | | | 250,750,000 | | | | | | 288,250,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering
|
| | | | 193,118 | | | | | | 193,118 | | |
Less: Deferred underwriting commissions
|
| | | | (8,750,000) | | | | | | (10,062,000) | | |
Less: Proceeds held in trust subject to redemption(2)
|
| | | | (237,023,450) | | | | | | (273,210,950) | | |
| | | | $ | 5,000,010 | | | | | $ | 5,000,010 | | |
Denominator: | | | | | | | | | | | | | |
Common stock outstanding prior to this offering, including founder shares and representative shares
|
| | | | 7,187,500 | | | | | | 7,187,500 | | |
Common stock forfeited if over-allotment is not exercised
|
| | | | (937,500) | | | | | | — | | |
Class A common stock included in the units offered
|
| | | | 25,000,000 | | | | | | 28,750,000 | | |
Class A common stock included in the private units issued
|
| | | | 705,000 | | | | | | 780,000 | | |
Representative shares
|
| | | | 250,000 | | | | | | 250,000 | | |
Less: Common stock subject to redemption
|
| | | | (23,702,345) | | | | | | (27,321,095) | | |
| | | | | 8,502,655 | | | | | | 9,646,405 | | |
| | |
December 31, 2020
|
| |||||||||
| | |
ACTUAL
|
| |
AS
ADJUSTED(1) |
| ||||||
Note Payable – related party(2)
|
| | | $ | 200,000 | | | | | $ | — | | |
Deferred underwriting discounts and commissions(3)
|
| | | | — | | | | | | 8,750,000 | | |
Class A common stock, $0.0001 par value, subject to possible redemption; no shares subject to possible redemption issued and outstanding (actual); and 23,702,345 shares subject to possible redemption issued and outstanding (as adjusted)
|
| | | | — | | | | | | 237,023,450 | | |
Stockholder’s equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized (as adjusted); and none issued or outstanding (as adjusted)(4)(5)
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value, 100,000,000 shares authorized (as adjusted); 250,000 shares issued and outstanding (actual); and 2,252,655 shares issued outstanding (excluding 23,702,345 shares subject to redemption) (as adjusted)(4)(5)
|
| | | | — | | | | | | 226 | | |
Class B common stock, $0.0001 par value, 10,000,000 shares authorized (as adjusted); 7,187,500 issued and outstanding (actual(4)); and 6,250,000 issued and outstanding (as adjusted)
|
| | | | 719 | | | | | | 625 | | |
Additional paid-in capital
|
| | | | 24,281 | | | | | | 5,000,699 | | |
Accumulated deficit
|
| | | | (1,540) | | | | | | (1,540) | | |
Total stockholder’s equity
|
| | | $ | 23,460 | | | | | $ | 5,000,010 | | |
Total capitalization
|
| | | $ | 223,460 | | | | | $ | 250,773,460 | | |
| | | |
REDEMPTIONS IN
CONNECTION WITH OUR INITIAL BUSINESS COMBINATION |
| |
OTHER PERMITTED
PURCHASES OF PUBLIC SHARES BY OUR AFFILIATES |
| |
REDEMPTIONS IF WE
FAIL TO COMPLETE AN INITIAL BUSINESS COMBINATION |
|
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made in connection with a stockholder vote or | | | If we seek stockholder approval of our initial business combination, our sponsor, initial stockholders, directors, | | | If we are unable to consummate an initial business combination within 24 months from the closing of this | |
| | | |
REDEMPTIONS IN
CONNECTION WITH OUR INITIAL BUSINESS COMBINATION |
| |
OTHER PERMITTED
PURCHASES OF PUBLIC SHARES BY OUR AFFILIATES |
| |
REDEMPTIONS IF WE
FAIL TO COMPLETE AN INITIAL BUSINESS COMBINATION |
|
| | | | pursuant to a tender offer. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our stockholders may redeem their public shares for 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 initial business combination (which is initially anticipated to be $10.00 per share), including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, initial stockholders, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. | | | offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) divided by the number of then outstanding public shares. | |
|
Impact to remaining stockholders
|
| | The redemptions in connection with our initial business combination will reduce | | | If the permitted purchases described above are made, there would be no impact to | | | The redemption of our public shares if we fail to complete our initial business combination | |
| | | |
REDEMPTIONS IN
CONNECTION WITH OUR INITIAL BUSINESS COMBINATION |
| |
OTHER PERMITTED
PURCHASES OF PUBLIC SHARES BY OUR AFFILIATES |
| |
REDEMPTIONS IF WE
FAIL TO COMPLETE AN INITIAL BUSINESS COMBINATION |
|
| | | | the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | our remaining stockholders because the purchase price would not be paid by us. | | | will reduce the book value per share for the shares held by our sponsor, who will be our only remaining stockholder after such redemptions. | |
| | | |
TERMS OF OUR OFFERING
|
| |
TERMS UNDER A RULE 419
OFFERING |
|
|
Escrow of offering proceeds
|
| | $250,000,000 of the net proceeds of this offering and the sale of the private placement units will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $212,625,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
|
Investment of net proceeds
|
| | $250,000,000 of the net proceeds of this offering and the sale of the private placement units held in trust will be invested only in U.S. government treasury obligations 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 which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
|
Receipt of interest on escrowed funds
|
| | Interest income on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
| | | |
TERMS OF OUR OFFERING
|
| |
TERMS UNDER A RULE 419
OFFERING |
|
| | | | expenses of our dissolution and liquidation. | | | | |
|
Limitation on fair value or net assets of target business
|
| | Nasdaq rules and our certificate of incorporation require that we complete one or more business combinations having an aggregate fair market value of at least 80% of the value of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
|
Trading of securities issued
|
| | The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the units will begin separate trading on the 90th day following the date of this prospectus unless EarlyBirdCapital, Inc. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date the units commence trading. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | No trading of the units or the underlying shares of Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | | | The units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | | |
|
Exercise of the warrants
|
| | The warrants cannot be exercised until 30 days after the completion of our initial business combination. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection | |
| | | |
TERMS OF OUR OFFERING
|
| |
TERMS UNDER A RULE 419
OFFERING |
|
| | | | | | | with the exercise would be deposited in the escrow or trust account. | |
|
Election to remain an investor
|
| | We will provide our stockholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest (net of taxes payable), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of Class A common stock, on an as converted basis, voted are voted in favor of the business combination. Additionally, stockholders may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated certificate of incorporation will require that at least five days’ notice | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if they elect to remain a stockholder of the company or require the return of their investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | |
TERMS OF OUR OFFERING
|
| |
TERMS UNDER A RULE 419
OFFERING |
|
| | | | be given of any such stockholder meeting. | | | | |
|
Business combination deadline
|
| | If we are unable to consummate an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations to provide for claims of creditors and the requirements of other applicable law. | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
|
Release of funds
|
| | Except for the withdrawal of interest income to pay our income taxes, none of the funds held in trust will be released from the trust account until the earliest of: (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to consummate an initial business combination within 24 months from the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | | |
TERMS OF OUR OFFERING
|
| |
TERMS UNDER A RULE 419
OFFERING |
|
| | | | our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. | | | | |
Name
|
| |
Age
|
| |
Title
|
|
Jordan Vogel | | |
41
|
| | Chairman and Co-Chief Executive Officer and Secretary | |
Aaron Feldman | | |
40
|
| | Co-Chief Executive Officer, Treasurer and Director | |
David Amsterdam | | |
39
|
| | Director | |
Avi Savar | | |
46
|
| | Director | |
Eduardo Abush | | |
43
|
| | Director | |