Delaware | | | 6770 | | | 85-4265519 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Charles H. Baker, Esq. Jeeho M. Lee, Esq. O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, New York 10036 (212) 326-2000 | | | Jonathan Ko, Esq. Paul Hastings LLP 515 South Flower Street Twenty-Fifth Floor Los Angeles, California 90071 (213) 683-6000 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging growth company | | | ☒ |
Title of Each Class of Security Being 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 per share, and one-half of one redeemable warrant(2) | | | 14,375,000 Units | | | $10.00 | | | $143,750,000 | | | $15,684 |
Shares of Class A common stock included as part of the units(3)(4) | | | 14,375,000 Shares | | | — | | | — | | | —(5) |
Redeemable warrants included as part of the units(3)(4) | | | 7,187,500 Warrants | | | — | | | — | | | —(5) |
Total | | | | | | | $143,750,000 | | | $15,684 |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended, the Securities Act. |
(2) | Includes 1,875,000 units, which may be issued upon exercise of a 45-day option to purchase additional units granted to the underwriter. |
(3) | Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(4) | Maximum number of shares of Class A common stock and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriter described above. |
(5) | No fee pursuant to Rule 457(g) under the Securities Act. |
| | Price to Public | | Underwriting Discounts and Commissions(1) | | Proceeds, before expenses, to us | | | Price to Public | | Underwriting Discounts and Commissions(1) | | Proceeds, before expenses, to us | |||||
Per Share | | $10.00 | | $0.55 | | $9.45 | ||||||||||||
Per Unit | | $10.00 | | $0.55 | | $9.45 | ||||||||||||
Total | | $125,000,000 | | $6,875,000 | | $118,125,000 | | $125,000,000 | | $6,875,000 | | $118,125,000 |
(1) | Includes $0.35 per unit, or $4,375,000 (or up to $5,031,250 if the underwriter’s option to purchase additional units is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See also “Underwriting” for a description of underwriting compensation payable to the underwriter. |
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• | one share of Class A common stock; and |
• | one-half of one redeemable warrant to purchase one share of Class A common stock. |
1 | Assumes no exercise of the underwriter’s option to purchase additional units and the forfeiture by our sponsor of 468,750 founder shares. |
2 | Consists solely of founder shares and includes up to 468,750 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s option to purchase additional units is exercised. |
3 | Includes 12,500,000 public shares and 3,125,000 founder shares. |
4 | Founder shares are classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.” |
• | 30 days after the completion of our initial business combination; and |
• | 12 months from the closing of this offering; |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and |
• | if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth under “Description of Securities—Warrants—Public Stockholders’ Warrants” based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described in “Description of Securities—Warrants—Public Stockholders’ Warrants”; |
• | upon a minimum of 30 days’ prior written notice of redemption; |
• | if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders; and |
• | if the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
• | prior to our initial business combination, only holders of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of our board of directors for any reason; |
• | our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive: (1) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial business combination; (2) their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to |
• | the founder shares are subject to certain transfer restrictions, as described in more detail below; |
• | the founder shares are automatically convertible into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and |
• | the holders of the founder shares are entitled to registration rights. |
• | the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately |
• | any loans or additional investments from our sponsor, members of our management team or any of their respective affiliates or other third parties, although they are under no obligation or other duty to loan funds to, or invest in, us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | payment to our sponsor of a total of $2,000 per month, for up to 24 months, for office space, administrative and support services; |
• | reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and |
• | repayment of loans which may be made by our sponsor, or our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Except for the foregoing, the terms of such loans have not been determined nor have any written agreements been executed with respect thereto. |
| | December 11, 2020 | |
| | Actual | |
Balance Sheet Data: | | | |
Working capital (deficiency) | | | $(177,828) |
Total assets | | | $202,261 |
Total liabilities | | | $177,828 |
Stockholders’ equity | | | $24,433 |
| | Without Option to Purchase Additional Units | | Option to Purchase Additional Units Exercised in Full | | | Without Option to Purchase Additional Units | | Option to Purchase Additional Units Exercised in Full | |||
Gross proceeds | | | | | ||||||||
Gross proceeds from units offered to public(1) | | $125,000,000 | | $143,750,000 | | $125,000,000 | | $143,750,000 | ||||
Gross proceeds from private placement warrants offered in the private placement | | 5,000,000 | | 5,375,000 | | 5,000,000 | | 5,375,000 | ||||
Total gross proceeds | | $130,000,000 | | $149,125,000 | | $130,000,000 | | $149,125,000 | ||||
Estimated offering expenses(2) | | | | | ||||||||
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) | | $2,500,000 | | $2,875,000 | | $2,500,000 | | $2,875,000 | ||||
Legal fees and expenses | | 375,000 | | 375,000 | | 375,000 | | 375,000 | ||||
Printing and engraving expenses | | 40,000 | | 40,000 | | 40,000 | | 40,000 | ||||
Accounting fees and expenses | | 30,000 | | 30,000 | | 30,000 | | 30,000 | ||||
SEC expenses | | 15,684 | | 15,684 | | 15,684 | | 15,684 | ||||
FINRA expenses | | 22,063 | | 22,063 | | 22,063 | | 22,063 | ||||
Travel and road show | | 5,000 | | 5,000 | | 5,000 | | 5,000 | ||||
Directors and officers insurance premiums | | 500,000 | | 500,000 | | 800,000 | | 800,000 | ||||
Nasdaq listing and filing fees | | 108,000 | | 108,000 | | 108,000 | | 108,000 | ||||
Miscellaneous expenses(4) | | 4,253 | | 4,253 | | 4,253 | | 4,253 | ||||
Total estimated offering expenses (other than underwriting commissions) | | 1,100,000 | | 1,100,000 | | 1,400,000 | | 1,400,000 | ||||
Proceeds after estimated offering expenses | | $126,400,000 | | $145,150,000 | | $126,400,000 | | $145,150,000 | ||||
Held in trust account(3) | | $125,000,000 | | $143,750,000 | | $125,000,000 | | $143,750,000 | ||||
% of public offering size | | 100% | | 100% | | 100% | | 100% | ||||
Not held in trust account | | $1,400,000 | | $1,400,000 | | $1,100,000 | | $1,100,000 |
| | Amount | | % of Total | | | Amount | | % of Total | |||
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(6) | | $360,000 | | 25.7% | | $360,000 | | 25.7% | ||||
Legal and accounting fees related to regulatory reporting obligations | | 416,000 | | 29.7 | | 416,000 | | 29.7 | ||||
Payment for office space, administrative and support services | | 48,000 | | 3.4 | | 48,000 | | 3.4 | ||||
Reserve for liquidation expenses | | 100,000 | | 7.1 | | 100,000 | | 7.1 | ||||
Nasdaq continued listing fees | | 58,000 | | 4.1 | | 58,000 | | 4.1 | ||||
Working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income) | | 418,000 | | 29.9 | | 118,000 | | 29.9 | ||||
Total | | $1,400,000 | | 100.0% | | $1,100,000 | | 100.0% |
(1) | Includes amounts payable to public stockholders who properly redeem their shares in connection with our successful completion of our initial business combination. |
(2) | A portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000, as described in this prospectus. These loans will be repaid upon completion of this offering out of the |
(3) | The underwriter has agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of this offering. Upon completion of our initial business combination, $4,375,000, which constitutes the underwriter’s deferred commissions (or up to $5,031,250 if the underwriter’s option to purchase additional units is exercised in full) will be paid to the underwriter from the funds held in the trust account and the remaining funds, less amounts used to pay redeeming stockholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriter will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. |
(4) | Includes organizational and administrative expenses and may include amounts related to above-listed expenses in the event actual amounts exceed estimates. |
(5) | These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of such business combination. In the event we identify an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. Based on current interest rates, we would expect approximately $125,000 to be available to us annually from interest earned on the funds held in the trust account; however, we can provide no assurances regarding this amount. This estimate assumes an interest rate of 0.10% per annum based upon current yields of securities in which the trust account may be invested. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. |
(6) | Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing. |
Public offering price | | | | | $10.00 | |
Net tangible book value before this offering | | | $(0.05) | | | |
Increase attributable to public stockholders and sale of private placement warrants | | | 1.3 | | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | | $1.2 | |
Dilution to public stockholders | | | | | $8.7 | |
Percentage of dilution to new investors | | | | | 87. |
| | Shares Purchased | | | Total Consideration | | | Average Price per Share | |||||||
| | Number | | | Percentage | | | Amount | | | Percentage | | |||
Initial Stockholders(1)(2) | | | 3,125,000 | | | 20.00% | | | $25,000 | | | 0.02% | | | $0.0080 |
Public Stockholders | | | 12,500,000 | | | 80.00% | | | 125,000,000 | | | 99.98% | | | $10.000 |
| | 15,625,000 | | | 100.0% | | | $125,025,000 | | | 100.0% | | |
(1) | Assumes the full forfeiture of 468,750 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s option to purchase additional units is exercised. |
(2) | Assumes conversion of Class B common stock into Class A common stock on a one-for-one basis. The dilution to public stockholders would increase to the extent that the anti-dilution provisions of the Class B common stock result in the issuance of shares of Class A common stock on a greater than one-to-one basis upon such conversion. |
Numerator: | | | |
Net tangible book value before this offering | | | $(177,828) |
Proceeds from this offering and sale of the private placement warrants, net of expenses | | | 126, |
Plus: Offering costs accrued for and paid in advance, excluded from tangible book value before this offering | | | 202,261 |
Less: deferred underwriter’s commissions payable | | | (4,375,000) |
Less: amount of Class A common stock subject to redemption to maintain net tangible assets of at least $5,000,001 | | | (11 |
| | $5,000,003 | |
Denominator: | | | |
Shares of Class B common stock outstanding prior to this offering | | | 3,593,750 |
Shares forfeited if option to purchase additional units is not exercised | | | (468,750) |
Shares of Class A common stock included in the units offered | | | 12,500,000 |
Less: shares subject to redemption to maintain net tangible assets of $5,000,001 | | | (11, |
| |
| | December 11, 2020 | | | December 11, 2020 | |||||||
| | Actual | | As Adjusted(1) | | | Actual | | As Adjusted(1) | |||
Deferred underwriting commissions | | $— | | $4,375,000 | | $— | | $4,375,000 | ||||
Class A common stock, subject to redemption(2) | | — | | 117,049,430 | | — | | 116,749,430 | ||||
Stockholders’ equity: | | | | | ||||||||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized (actual and as adjusted); no shares issued or outstanding (actual and as adjusted) | | — | | — | | — | | — | ||||
Common Stock | | | | | ||||||||
Class A common stock, $0.0001 par value, 200,000,000 shares authorized (actual and as adjusted); no shares issued or outstanding (actual); 795,057(2) shares issued and outstanding (excluding 11,704,943 shares subject to redemption) (as adjusted) | | — | | 80 | ||||||||
Class A common stock, $0.0001 par value, 200,000,000 shares authorized (actual and as adjusted); no shares issued or outstanding (actual); 825,057(2) shares issued and outstanding (excluding 11,674,943 shares subject to redemption) (as adjusted) | | — | | 83 | ||||||||
Class B common stock, $0.0001 par value, 20,000,000 shares authorized (actual and as adjusted); 3,593,750(3) shares issued and outstanding (actual); 3,125,000(3) shares issued and outstanding (as adjusted) | | 359 | | 312 | | 359 | | 312 | ||||
Additional paid-in capital(4) | | 24,641 | | 5,000,178 | | 24,641 | | 5,000,175 | ||||
Accumulated deficit | | (567) | | (567) | | (567) | | (567) | ||||
Total stockholders’ equity | | 24,433 | | 5,000,003 | | 24,433 | | 5,000,003 | ||||
Total capitalization | | $24,433 | | $126,424,433 | | $24,433 | | $126,124,433 |
(1) | Assumes the full forfeiture of 468,750 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s option to purchase additional units is exercised. The proceeds of the sale of such forfeited shares will not be deposited into the trust account, the shares will not be eligible for redemption from the trust account nor will they be eligible to vote upon the initial business combination. |
(2) | Upon the completion of our initial business combination, we will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of 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, including interest (which interest shall be net of taxes payable), subject to the limitations described herein whereby our net tangible assets will be maintained at a minimum of $5,000,001 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. The “as adjusted” amount of Class A common stock, subject to redemption equals the “as adjusted” total assets of |
(3) | Actual share amount is prior to any forfeiture of founder shares by our sponsor and the “as adjusted” share amount assumes no exercise of the underwriter’s option to purchase additional 1,875,000 units and the forfeiture of 468,750 founder shares by our sponsor. |
(4) | The “as adjusted” additional paid-in capital calculation is equal to the “as adjusted” total stockholders’ equity of $5,000,003, less common stock (par value) of |
Type of Transaction | | | Whether Stockholder Approval is Required |
Purchase of assets | | | No |
Purchase of stock of target not involving a merger with the company | | | No |
Merger of target into a subsidiary of the company | | | No |
Merger of the company with a target | | | Yes |
| | 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 pursuant to a tender offer or in connection with a stockholder vote. 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 public 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 public share), including interest (which interest shall be 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 following such redemptions, and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions. | | | If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, 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 public share), including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. |
| | 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 | |
Impact to remaining stockholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made, there will be no impact to our remaining stockholders because the purchase price would not be paid by us. | | |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $125,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. | | | At least $106,312,000 million of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, 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. |
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Investment of net proceeds | | | $125,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. | | | 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. |
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Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to stockholders is reduced by: (1) any taxes paid or payable; and (2) in the event of our | | | Interest 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 |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | 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 expenses of our dissolution and liquidation. | | | us in connection with our completion of a business combination. | |
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Limitation on fair value or net assets of target business | | | The Nasdaq rules require that an initial business combination must be with one or more operating businesses or assets with an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriting commissions and taxes payable on the income earned in the trust account). | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
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Trading of securities issued | | | The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Stifel 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. If the underwriter’s option to purchase additional units 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 underwriter’s option to purchase additional units. | | | No trading of the units or the underlying 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. |
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Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Election to remain an investor | | | We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of 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, which interest shall be net of taxes payable, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rules to hold a stockholder vote. If we are not required by applicable law or stock exchange rules 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. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in | | | 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 he, she or it elects to remain a stockholder of the company or require the return of his, her or its 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 | |
| | conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Additionally, each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. | | | ||
| | | | |||
Business combination deadline | | | If we have not completed an initial business combination within 24 months from the closing of this offering or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of | | | 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. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | | | ||
| | | | |||
Release of funds | | | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect a business combination within the allotted time. |
| | | | |||
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote | | | If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under | | | Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | | | ||
| | | | |||
Tendering stock certificates in connection with a tender offer or redemption rights | | | We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders or up to two business days prior to the scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. | | | Typically in a Rule 419 offering, in order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. |
Name | | | Age | | | Title |
Timothy W. Clark | | | 56 | | | Chief Financial Officer, Chief Operating Officer and Director |
C. Tavo Hellmund | | | 54 | | | Co-Chief Executive Officer and Director |
Jeffrey Luhnow | | | 54 | | | Chair and Co-Chief Executive Officer |
Sashi Brown | | | 44 | | | Director Nominee |
Endre Holen | | | 57 | | | Director Nominee |
Joyce C. Johnson | | | 54 | | | Director Nominee |
Sebastian Park | | | 29 | | | Director Nominee |
Name of Individual | | | Entity Name | | | Entity’s Business | | | Affiliation |
Timothy W. Clark | | | Athletic Supply, Inc. | | | Sporting Goods Distributor | | | Director |
| Hall Capital Partners | | | Private Equity | | | Managing Director | ||
| Tulsa Capital Partners | | | Aerospace | | | Founder and Managing Partner | ||
| JAC Products, Inc. | | | Auto Parts Manufacturer | | | Director | ||
C. Tavo Hellmund | | | Full Throttle Productions, LP. | | | Event/Product Management and Consulting | | | Founding and Managing Partner |
| Event Partners Marketing, LLC. | | | Event/Product Management and Consulting | | | Founding Partner and President | ||
| Tavo Hellmund Inc. | | | Event/Product Management and Consulting | | | Founding Partner and President | ||
| Grand Prix Partners | | | Event/Product Management and Consulting | | | Founding Partner | ||
Sashi Brown | | | Monumental Sports & Entertainment | | | Sports and Entertainment | | | Chief Planning and Operations Officer,Basketball |
Endre Holen | | | The Miles Group | | | Coaching and Performance Optimization | | | Managing Director |
Joyce C. Johnson | | | Pacific Gate Capital Management | | | Investment Manager | | | Chairman and Chief Investment Officer |
| | Kymera International | | | Manufacturer of Metal Powders | | | Board Member | |
Sebastian Park | | | eSports Certification Institute | | | eSports Consulting | | | President |
Name and Address of Beneficial Owner(1) | | | Number of Shares Beneficially Owned(2) | | | Approximate Percentage of Outstanding Common Stock | |||
| Before Offering | | | After Offering(2) | |||||
JTJT Partners LLC (our sponsor)(3) | | | 3,548,750 | | | 98.75% | | | 19.68% |
Timothy W. Clark | | | — | | | — | | | — |
Tavo Hellmund | | | — | | | — | | | — |
Jeffrey Luhnow | | | — | | | — | | | — |
Sashi Brown | | | 10,000 | | | * | | | * |
Endre Holen | | | 10,000 | | | * | | | * |
Joyce C. Johnson | | | 10,000 | | | * | | | * |
Sebastian Park | | | 10,000 | | | * | | | * |
All directors and executive officers as a group (7 individuals) | | | 40,000 | | | 1.11% | | | * |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o SportsTek Acquisition Corp., 2200 S. Utica Place, Suite 450, Tulsa, OK 74114. |
(2) | Interests shown consist solely of shares of Class B common stock which are referred to herein as founder shares. Such shares will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.” |
(3) | Our sponsor is the record holder of such shares. Our sponsor is member managed and James Carney, Timothy W. Clark, Tavo Hellmund and Jeffrey Luhnow are the four members of our sponsor. Any action by our sponsor with respect to our company or the founder shares, including voting and dispositive decisions, requires a vote of at least 80% of the units held by the members, which based on current equity holders of our sponsor, requires at least three of the four members. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of our sponsor’s members, none of the members of our sponsor is deemed to be a beneficial owner of our sponsor’s securities, even those in which such member holds a pecuniary interest. Accordingly, none of our officers is deemed to have or share beneficial ownership of the founder shares held by our sponsor. |
| | Fair Market Value of Class A Common Stock | |||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) | | | ≤10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | ≥18.00 |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
| | Fair Market Value of Class A Common Stock | |||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) | | | ≤10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | ≥18.00 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
| | Paid by SportsTek Acquisition Corp. | ||||
| | No Exercise | | | Full Exercise | |
Per Unit(1) | | | $0.55 | | | $0.55 |
Total(1) | | | $6,875,000 | | | $7,906,250 |
(1) | $0.20 per unit, or $2,500,000 in the aggregate (or $2,875,000 in the aggregate if the underwriter’s option to purchase additional units is exercised in full), is payable upon the closing of this offering. $0.35 per unit, or $4,375,000 in the aggregate (or $5,031,250 in the aggregate if the underwriter’s option to purchase additional units is exercised in full) payable to the underwriter for deferred underwriting commissions will be placed in a trust account located in the United States as described herein and released to the underwriter only upon the consummation of an initial business combination. |
(a) | to any legal entity which is a qualified investor as defined under the Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriter for any such offer; or |
(c) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
Assets: | | | |
Deferred offering costs | | | $202,261 |
Total Assets | | | $202,261 |
Liabilities and Stockholder’s Equity | | | |
Accrued offering costs and expenses | | | $177,828 |
Total current liabilities | | | 177,828 |
Commitments and Contingencies | | | |
Stockholder’s Equity: | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | — |
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding | | | — |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized, 3,593,750 shares issued and outstanding(1) | | | 359 |
Additional paid-in capital | | | 24,641 |
Accumulated deficit | | | (567) |
Total stockholder’s equity | | | 24,433 |
Total Liabilities and Stockholder’s Equity | | | $202,261 |
(1) | Includes up to 468,750 shares of Class B common stock subject to forfeiture if the option to purchase additional units is not exercised in full or in part by the underwriter (See Note 7). |
Formation and operating costs | | | $567 |
Net loss | | | $(567) |
Basic and diluted weighted average shares outstanding, Class B common stock(1) | | | 3,125,000 |
Basic and diluted net loss per share, Class B common stock | | | $(0.00) |
(1) | Excludes up to 468,750 shares of Class B common stock subject to forfeiture if the option to purchase additional units is not exercised in full or in part by the underwriter (see Note 7). |
| | Class B Common Stock | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | ||||
| | Shares | | | Amount | | |||||||||
Balance as of December 7, 2020 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B common stock to Sponsor(1) | | | 3,593,750 | | | 359 | | | 24,641 | | | — | | | 25,000 |
Net loss | | | — | | | — | | | — | | | (567) | | | (567) |
Balance as of December 11, 2020 | | | 3,593,750 | | | $359 | | | $24,641 | | | $(567) | | | $24,433 |
(1) | Includes up to 468,750 shares of Class B common stock subject to forfeiture if the option to purchase additional units is not exercised in full or in part by the underwriter (see Note 7). |
Cash flows from operating activities: | | | |
Net loss | | | $(567) |
Changes in current assets and liabilities: | | | |
Accrued offering costs and expenses | | | 567 |
Net cash used in operating activities | | | — |
Net change in cash | | | — |
Cash at beginning of period | | | — |
Cash, at end of the period | | | $— |
Supplemental disclosure of cash flow information: | | | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | | | $25,000 |
Deferred offering costs included in accrued offering costs and expenses | | | $177,261 |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC expenses | | | $15,684 |
FINRA expenses | | | 22,063 |
Accounting fees and expenses | | | 30,000 |
Printing and engraving expenses | | | 40,000 |
Travel and road show expenses | | | 5,000 |
Directors and officers insurance premiums(1) | | | |
Legal fees and expenses | | | 375,000 |
Nasdaq listing and filing fees | | | 108,000 |
Miscellaneous | | | 4,253 |
Total | | | $ |
(1) | This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination. |
Item 14. | Indemnification of Directors and Officers. |
(a) | A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. |
(b) | A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be |
(c) (1) | To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. For indemnification with respect to any act or omission occurring after December 31, 2020, references to “officer” for purposes of this paragraphs (c)(1) and (2) of this section shall mean only a person who at the time of such act or omission is deemed to have consented to service by the delivery of process to the registered agent of the corporation pursuant to § 3114(b) of Title 10 (for purposes of this sentence only, treating residents of this State as if they were nonresidents to apply § 3114(b) of Title 10 to this sentence). |
(2) | The corporation may indemnify any other person who is not a present or former director or officer of the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person to the extent he or she has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein. |
(d) | Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination: |
(1) | By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or |
(2) | By a committee of such directors designated by majority vote of such directors, even though less than a quorum; or |
(3) | If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or |
(4) | By the stockholders. |
(e) | Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. |
(f) | The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the certificate of incorporation or the bylaws after |
(g) | A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section. |
(h) | For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. |
(i) | For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section. |
(j) | The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. |
(k) | The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees). |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits. The following exhibits are filed as part of this registration statement: |
Exhibit | | | Description |
| | Form of Underwriting Agreement | |
| | Amended and Restated Certificate of Incorporation | |
| | Form of Second Amended and Restated Certificate of Incorporation | |
| | Bylaws | |
| | Specimen Unit Certificate | |
| | Specimen Class A Common Stock Certificate | |
| | Specimen Warrant Certificate (included in Exhibit 4.4) | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant | |
| | Opinion of O’Melveny & Myers LLP | |
| | Promissory Note, dated December 18, 2020 issued in favor of JTJT Partners LLC | |
| | Form of Letter Agreement among the Registrant and the Registrant’s officers and directors and JTJT Partners LLC | |
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant | |
| | Form of Registration Rights Agreement between the Registrant and certain security holders | |
| | Securities Subscription Agreement, dated December 11, 2020, between the Registrant and JTJT Partners LLC |
Exhibit | | | Description |
| | Form of Warrant Purchase Agreement between the Registrant and JTJT Partners LLC | |
| | Form of Indemnity Agreement | |
| | Form of Administrative Services Agreement, by and between the Registrant and JTJT Partners LLC | |
| | Form of Code of Ethics | |
| | Consent of WithumSmith + Brown PC | |
| | Consent of O’Melveny & Myers LLP (included in Exhibit 5.1) | |
| | Consent of Sashi Brown | |
| | Consent of Endre Holen | |
| | Consent of Joyce C. Johnson | |
| | Consent of Sebastian Park | |
| | Form of Audit Committee Charter | |
| | Form of Compensation Committee Charter |
* |
(b) | Financial Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement. |
Item 17. | Undertakings. |
(a) | Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(b) | The undersigned registrant hereby undertakes that: |
(1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| | SPORTSTEK ACQUISITION CORP. | ||||
| | | | |||
| | By: | | | /s/ Jeffrey Luhnow | |
| | Name: | | | Jeffrey Luhnow | |
| | Title: | | | Chair and Co-Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Jeffrey Luhnow | | | Chair Co-Chief Executive Officer (Principal Executive Officer) | | | |
Jeffrey Luhnow | | | ||||
| | | | |||
/s/ C. Tavo Hellmund | | | Co-Chief Executive Officer (Principal Executive Officer) Director | | | |
C. Tavo Hellmund | | | ||||
| | | | |||
/s/ Timothy W. Clark | | | Chief Financial Officer (Principal Financial and Accounting Officer) Chief Operating Officer Director | | | |
Timothy W. Clark | | | ||||
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