Delaware | | | 6770 | | | 86-1972481 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Keith Townsend Jonathan M.A. Melmed Kevin E. Manz King & Spalding LLP 1185 Avenue of the Americas, 34th Floor New York, NY 10036 (212) 556-2100 (212) 556-2222 — Facsimile | | | Douglas S. Ellenoff Stuart Neuhauser Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 (212) 370-1300 (212) 370-7889 — Facsimile |
Large accelerated filer | | | ☐ | | | | | Accelerated filer | | | ☐ | |
Non-accelerated filer | | | ☒ | | | | | Smaller reporting company | | | ☒ | |
| | | | | | Emerging Growth company | | | ☒ |
Title of Each Class of Securities to be Registered | | | Amount to be Registered(1) | | | Proposed Maximum Offering Price per Unit(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Units, each consisting of one share of Class A common stock, $0.001 par value, and one-half of one Warrant(2)(4) | | | 28,750,000 | | | $10.00 | | | $287,500,000 | | | $31,366.25 |
Shares of Class A common stock included as part of the Units(2)(4) | | | 28,750,000 | | | — | | | — | | | —(3) |
Warrants included as part of the Units(2)(4) | | | 14,375,000 | | | — | | | — | | | —(3) |
Total | | | | | | | $287,500,000 | | | $31,366.25 |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). See “Underwriting.” |
(2) | Includes 3,750,000 units, and 3,750,000 shares of Class A common stock and 1,875,000 warrants underlying such units, which may be issued on exercise of a 45-day option granted to the |
(3) | No fee pursuant to Rule 457(g). |
(4) | Pursuant to Rule 416, 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. |
PRELIMINARY PROSPECTUS | | | (Subject to Completion) |
| | Per Unit | | | Total | |
Public offering price | | | $10.00 | | | $250,000,000 |
Underwriting discounts and commissions(1) | | | $0.55 | | | $13,750,000 |
Proceeds to us (before expenses) | | | $9.45 | | | $236,250,000(2) |
(1) | Cantor |
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• | one share of Class A common stock; and |
• | one-half of one warrant. |
(1) | The |
(2) | Assumes no exercise of the |
(3) | Consists solely of founder shares and includes up to 937,500 founder shares that are subject to forfeiture by holders of founder shares to the extent that the overallotment option is not exercised by the |
(4) | Assumes no exercise of the |
(5) | Comprised of 25,000,000 shares of Class A common stock included in the units to be sold in this offering, and 6,250,000 shares of Class B common stock (or founder shares). The Class B common stock is convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.” |
(6) | Comprised of 12,500,000 public warrants included in the units to be sold in this offering and 7,400,000 private placement warrants to be sold in the private placement, assuming in each case, no exercise of the |
• | 30 days after the consummation of our initial business combination, or |
• | 12 months from the completion 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, or the 30-day redemption period; and |
• | if, and only if, the last sale price of our Class A common stock (or the closing bid price of our Class A common stock in the event the shares of Class A common stock are not traded on any specific trading day) equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before we send the notice of redemption to the warrant holders. |
• | only holders of the founder shares have the right to vote on the election of directors prior to the consummation of our initial business combination; |
• | the founder shares are subject to certain transfer restrictions, as described in more detail below; |
• | our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed: (1) to waive 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) to waive 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 to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an 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; and (3) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders, officers and directors have agreed to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination |
• | the founder shares are automatically convertible into shares of our Class A common stock at the time of our initial business combination 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 initially 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 us upon completion of our initial business combination. If we complete our initial business combination, we expect to 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 $1,500,000 of all loans made to us by our sponsor, an affiliate of our sponsor or our officers and directors may be convertible into warrants at a price of $1.00 per warrant at the option of the lender at the time of the business combination. The warrants would be identical to the private placement warrants issued to our sponsor. |
• | 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 loans from Riverview Sponsor Partners, LLC to us to fund organization costs and costs of this offering which will be repaid upon closing of this offering from the proceeds of this offering and the private placement, and loans from our sponsor, members of our management team or any of their respective affiliates or other third parties, if any, to fund costs to identify an acquisition target and consummate an initial business combination, which will be repaid upon the closing of a business combination (See “— Anticipated expenses and funding sources”). Riverview Sponsor Partners, LLC has committed to loan us up to an aggregate of $300,000 to be used for a portion of the expenses of this offering ($42,500 of which has been loaned as of |
• | reimbursement for secretarial support and administrative services provided to us by our sponsor or an affiliate of our sponsor, in an amount up to $5,000 per month; and |
• | reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, provided that no proceeds of this offering held in the trust account may be applied to the payment of such expenses prior to the consummation of a business combination. |
| | As of March 31, 2021 | | | As of February 18, 2021 | | | As adjusted(1) | |
Balance Sheet Data: | | | | | | | |||
Working capital (deficit) | | | $(121,842) | | | $(18,500) | | | 225,927,524 |
Total assets | | | 150,803 | | | 67,500 | | | 251,666,524 |
Total liabilities | | | 134,279 | | | 43,500 | | | 25,739,000 |
Value of Class A ordinary shares subject to possible redemption | | | — | | | — | | | 220,927,520 |
Stockholders’ equity | | | 16,524 | | | 24,000 | | | 5,000,004 |
(1) | |||
| | Without Overallotment Option | | Overallotment Option Exercised in Full | | | Without Overallotment Option | | Overallotment Option Exercised in Full | |||
Gross proceeds | | | | | ||||||||
Proceeds from units offered to the public | | $250,000,000 | | $287,500,000 | | $250,000,000 | | $287,500,000 | ||||
Proceeds from private placement | | 7,400,000 | | 7,400,000 | | 7,400,000 | | 7,400,000 | ||||
Total gross proceeds | | $257,400,000 | | $294,900,000 | | $257,400,000 | | $294,900,000 | ||||
Estimated offering expenses(1) | | | | | ||||||||
Underwriting commissions (2.0% of gross proceeds from firm units offered to public, excluding deferred portion)(2) | | $5,000,000 | | $5,000,000 | | $5,000,000 | | $5,000,000 | ||||
Legal fees and expenses | | 250,000 | | 250,000 | | 250,000 | | 250,000 | ||||
Printing and engraving expenses | | 45,000 | | 45,000 | | 45,000 | | 45,000 | ||||
Accounting fees and expenses | | 45,000 | | 45,000 | | 45,000 | | 45,000 | ||||
SEC fees | | 31,366 | | 31,366 | | 31,366 | | 31,366 | ||||
FINRA fees | | 43,625 | | 42,625 | | 43,625 | | 42,625 | ||||
Nasdaq Capital Market Listing Fees | | 75,000 | | 75,000 | | 75,000 | | 75,000 | ||||
Travel and roadshow | | 20,000 | | 20,000 | | 20,000 | | 20,000 | ||||
D&O Insurance | | 400,000 | | 400,000 | ||||||||
Miscellaneous expenses | | 240,009 | | 240,009 | | 240,009 | | 240,009 | ||||
Total offering expenses | | $6,150,000 | | $6,150,000 | | $5,750,000 | | $5,750,000 | ||||
Proceeds after offering expenses | | 251,250,000 | | 288,750,000 | | 251,650,000 | | 289,150,000 | ||||
Held in trust account | | $250,000,000 | | $287,500,000 | | $250,000,000 | | $287,500,000 | ||||
% of public offering proceeds held in trust(3) | | 100.0% | | 100.0% | | 100.0% | | 100.0% | ||||
Held outside trust account | | $1,250,000 | | $1,250,000 | | $1,650,000 | | $1,650,000 |
| | Amount | | Percentage | | | Amount | | Percentage | |||
Use of net proceeds not held in trust(4) | | | | | ||||||||
Legal, accounting, due diligence, travel, consulting and other expenses in connection with any business combination(5) | | $400,000 | | 32.0% | | $400,000 | | 24.2% | ||||
Payment for administrative services and support (up to $5,000 per month for up to 24 months) | | 120,000 | | 9.6% | | 120,000 | | 7.3% | ||||
Legal and accounting fees relating to SEC reporting obligations | | 200,000 | | 16.0% | | 200,000 | | 12.1% | ||||
Reserve for liquidation expenses | | 100,000 | | 8.0% | | 100,000 | | 6.1% | ||||
D&O Insurance | | 400,000 | | 24.2% | ||||||||
Nasdaq continued listing fees | | 75,000 | | 6.0% | | 75,000 | | 4.5% | ||||
Working capital to cover miscellaneous expenses | | 355,000 | | 28.4% | | 355,000 | | 21.5% | ||||
Total | | $1,250,000 | | 100.0% | | $1,650,000 | | 100.0% |
(1) | As of |
(2) | The |
(3) | $250.0 million from the proceeds of this offering and the private placement (approximately $287.5 million if the |
(4) | 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. If we identify an acquisition target in a specific industry subject to industry specific regulation, 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. |
(5) | 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 | | | $ | | | |
Increase attributable to new investors | | | | | ||
Pro forma net tangible book value after this offering and sale of private placement warrants | | | | | ||
Dilution to new investors | | | | | $ |
| | Total shares(1) | | | Total consideration | | | Average price per share(1) | |||||||
| | Number | | | % | | | Amount | | | % | | |||
Holders of founder shares | | | 6,250,000 | | | 20.0% | | | $25,000 | | | 0.001% | | | $0.004 |
Public stockholders | | | 25,000,000 | | | 80.0% | | | 250,000,000 | | | 99.999% | | | $10.00 |
Total | | | 31,250,000 | | | 100.0% | | | $250,025,000 | | | 100.000% | | |
(1) | Assumes no exercise of the |
(2) | Assumes no value is attributed to the private placement warrants. |
Numerator: | | | |
Net tangible book value before this offering | | | $ |
Net proceeds from this offering and sale of private placement warrants | | | |
Plus: Offering costs incurred in advance | | | |
Less: Deferred underwriting commission(1) | | | (8,750,000) |
Less: Warrant liability | | | (16,989,000) |
Less: Proceeds held in the trust account which may be used to redeem shares | | | ( |
| | $ | |
Denominator: | | | |
Shares of common stock outstanding before this offering | | | 7,187,500 |
Less: Shares subject to forfeiture assuming no overallotment option exercised(1) | | | (937,500) |
Shares of common stock included in the units offered | | | 25,000,000 |
Less: Shares subject to redemption to maintain net tangible assets of $5,000,001(2) | | | ( |
| |
(1) | Assumes no exercise of the |
(2) | Assumes no value is attributed to the private placement warrants. |
| | February 18, 2021 | | | March 31, 2021 (Unaudited) | |||||||
| | Actual | | As Adjusted(1) | | | Actual | | As Adjusted(1) | |||
Promissory note – related party | | $42,500 | | — | | $42,500 | | — | ||||
Warrant liability(2) | | — | | 16,989,000 | ||||||||
Deferred underwriting commissions | | — | | 8,750,000 | | — | | 8,750,000 | ||||
Common stock, subject to redemption(2) | | — | | 237,523,990(4) | ||||||||
Common stock, subject to redemption(3) | | — | | 220,927,520(5) | ||||||||
Stockholder’s equity: | | | | | ||||||||
Preferred stock, $0.001 par value, 1,000,000 shares authorized; none issued or outstanding | | — | | — | | — | | — | ||||
Common stock | | | | | ||||||||
Class A common stock, $0.001 par value, 85,000,000 shares authorized (actual and as adjusted); no shares issued and outstanding (actual); 1,247,601 shares issued and outstanding (excluding 23,752,399 shares subject to redemption) (as adjusted) | | — | | 1,248 | ||||||||
Class B common stock, $0.001 par value, 15,000,000 shares authorized (actual and as adjusted); 7,187,500 shares issued and outstanding (actual); 6,250,000 shares issued and outstanding (as adjusted)(3) | | 7,188 | | 6,251 | ||||||||
Class A common stock, $0.001 par value, 85,000,000 shares authorized (actual and as adjusted); no shares issued and outstanding (actual); 2,907,248 shares issued and outstanding (excluding 22,092,752 shares subject to redemption) (as adjusted) | | — | | 2,907 | ||||||||
Class B common stock, $0.001 par value, 15,000,000 shares authorized (actual and as adjusted); 7,187,500 shares issued and outstanding (actual); 6,250,000 shares issued and outstanding (as adjusted)(4) | | 7,188 | | 6,251 | ||||||||
Additional paid-in capital | | 17,812 | | 4,993,511 | | 17,812 | | 5,633,199 | ||||
Accumulated deficit | | (1,000) | | (1,000) | | (8,476) | | (642,353) | ||||
Total stockholders’ equity | | 24,000 | | 5,000,010 | | 16,524 | | 5,000,004 | ||||
Total capitalization | | $61,500 | | 251,274,000 | | $59,024 | | 251,666,524 |
(1) | Includes the $7.4 million we will receive from the sale of the private placement warrants. |
(2) | We will account for the 19,900,000 warrants to be issued in connection with this offering (the 12,500,000 warrants included in the units and the 7,400,000 private placement warrants, assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations. Such warrant classification is also subject to re-evaluation at each reporting period. |
(3) | Upon the consummation 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 See “Proposed Business — Effecting our Initial Business Combination”. |
The “as adjusted” amount assumes the overallotment option has not been exercised and a corresponding forfeiture of an aggregate of 937,500 founder shares held by the initial stockholders. |
The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the “as adjusted” stockholders’ equity, which is set to approximate the minimum net tangible assets threshold of at least $5,000,001. |
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 Consummate 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 (which is initially anticipated to be $10.00 per public share), including any amounts representing deferred underwriting commissions and interest earned on the trust account, less any interest released to us for the payment of taxes or dissolution expenses, 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 upon consummation of our initial business combination 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 and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our affiliates may enter into privately negotiated transactions to purchase public shares from stockholders. There is no limit to the prices that our initial stockholders, directors, officers or their affiliates may pay in these transactions. | | | If we are unable to consummate an initial business combination within 24 months from the completion of this offering (excluding any exercise of the |
| | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by our Affiliates | | | Redemptions if we fail to Consummate 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 franchise and income taxes payable. | | | None. | | | The redemption of our public shares if we fail to consummate a business combination will reduce the book value per share for the founder shares and the private placement warrants held by our initial stockholders, who will be our only remaining stockholders after such redemptions. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | $250.0 million of the net proceeds (approximately $287.5 million if the | | | Approximately $212.63 million of the offering proceeds, (approximately |
Investment of net proceeds | | | $250.0 million of the net proceeds (approximately $287.5 million if the | | | 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 funds in trust account | | | We will be entitled to withdraw interest income earned on the funds in the trust account to pay our franchise and income taxes and up to $100,000 to pay dissolution expenses. Our stockholders will have no | | | Interest on funds in the 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 consummation of a |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | right to receive any pro-rata portion of interest income earned on the proceeds held in the trust account released to us. | | | business combination. | |
Trading of securities issued | | | The units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless | | | 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. |
Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the consummation of our initial business combination or 12 months from the completion 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. |
Election to remain an investor | | | We will provide our stockholders with the opportunity to redeem their shares of Class A common stock upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any amounts representing deferred underwriting commissions and interest earned on the trust account not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account initially will be $10.00 per public share. There will be no redemption rights upon the consummation of our initial business combination with respect to our warrants. | | | 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 not 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 requires 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 would be 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 | |
| | The initial holders, our officers and directors have agreed to waive their redemption rights with respect to their founder shares, (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the completion of this offering (excluding any exercise of the | | | ||
Business combination deadline | | | If we are unable to complete a business combination within 24 months from completion of this offering (excluding any exercise of the | | | If an acquisition has not been consummated 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 | |
| | 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of 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 for interest income earned on the trust account balance, which will be released to us to pay our taxes or to pay dissolution expenses (up to $100,000), none of the funds held in trust will be released from the trust account until the earlier of (i) the consummation of our initial business combination; (ii) the redemption of our public shares if we are unable to consummate a business combination within 24 months from the completion of this offering, subject to applicable law; or (iii) otherwise upon our liquidation or in the event our board of directors resolves to liquidate the trust account and ceases to pursue the consummation of a business combination prior to the expiration of the 24-month period. | | | 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. |
Name | | | Age | | | Title |
R. Brad Martin | | | 69 | | | Chairman and Chief Executive Officer |
Charles K. Slatery | | | 66 | | | President, Chief Investment Officer and Director |
William V. Thompson III | | | 43 | | | Treasurer, Secretary and Chief Financial Officer |
Leslie Starr Keating | | | 60 | | | Independent Director Nominee |
Mark Edmunds | | | 64 | | | Independent Director Nominee |
Willie Gregory | | | 70 | | | Independent Director Nominee |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
R. Brad Martin | | | RBM Venture Company | | | Asset Management | | | Chairman of the Board of Directors and Chief Executive Officer |
| | Cherry Road Leasing, LLC | | | Asset Management | | | Managing Member | |
| | RBM Brands GP | | | Asset Management | | | General Partner | |
| | Mallard Assets, GP | | | Asset Management | | | General Partner | |
| | RBM Advantage, LLC | | | Asset Management | | | Managing Member | |
| | RBM Center Holdings, Inc. | | | Asset Management | | | Majority Owner | |
| | RBM Cherry Road Partners, GP | | | Asset Management | | | General Partner | |
| | RBM Europa, LLC | | | Asset Management | | | Managing Member | |
| | RBM Lids, LLC | | | Asset Management | | | Managing Member | |
| | RBM Mountain, LLC | | | Asset Management | | | Managing Member | |
| | RBM Nativo, LLC | | | Asset Management | | | Managing Member | |
| | RBM Opinion, LLC | | | Asset Management | | | Managing Member | |
| | RBM Packaging, LLC | | | Contract Manufacturing | | | Managing Member | |
| | RBM Paint, LLC | | | Asset Management | | | Managing Member | |
| | RBM Partners, LP | | | Asset Management | | | General Partner | |
| | RBM Pet, LLC | | | Asset Management | | | Managing Member | |
| | RBM Pilot, GP | | | Asset Management | | | General Partner | |
| | RBM Pilot Two, GP | | | Asset Management | | | General Partner | |
| | R. Brad Martin Family Foundation | | | Charitable Organization | | | Director | |
| | RBS Solutions, LLC | | | Asset Management | | | Managing Member | |
| | RBS Two, LLC | | | Asset Management | | | Managing Member | |
| | RBM Teneo GP | | | Asset Management | | | General Partner | |
| | RBM Investments LLC | | | Asset Management | | | Managing Member | |
| | Osprey Nest Family Partners LLC | | | Asset Management | | | Managing Member | |
| | RBM Mapp, LLC | | | Asset Management | | | Managing Member | |
| | RBM Riverview, LLC | | | Asset Management | | | Managing Member | |
| | FedEx Corporation | | | Delivery Services | | | Director | |
| | Pilot Travel Centers, LLC | | | Travel Center Company | | | Director |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
Charles. K Slatery | | | NFC Investments, LLC | | | Asset Management | | | Chairman and Chief Executive Officer |
| | WT Holdings, Inc. | | | Asset Management | | | Chairman and Chief Executive Officer | |
| Stillwater Insurance Co. | | | Financial Services | | | Director | ||
| | Stillwater P&C Co. | | | Financial Services | | | Director | |
| | Tri-State Consumer Insurance Co. | | | Financial Services | | | Director | |
| | Evergreen National Indemnity Co. | | | Financial Services | | | Director | |
| | Gramercy Indemnity Company | | | Financial Services | | | Director | |
| | WBL Corp | | | Financial Services | | | Chairman | |
| | Hollywood Feed, LLC | | | Pet Food & Supply | | | Chairman | |
| | Corrisoft, LLC | | | Telecommunications | | | Chairman | |
| | Tecton Group, LLC | | | Food & Beverage | | | Director | |
William V. Thompson III | | | NFC Investments, LLC | | | Asset Management | | | President and Chief Compliance Officer |
| | WT Holdings, Inc. | | | Asset Management | | | Executive Vice President and Director | |
| | Stillwater Insurance Co. | | | Financial Services | | | Director | |
| | Tri-State Consumer Insurance Co. | | | Financial Services | | | Director | |
| | ProAlliance Corporation | | | Financial Services | | | Director | |
| | WBL Corp | | | Financial Services | | | Director | |
| | Corrisoft, LLC | | | Telecommunications | | | Director | |
| | NFC Arizona Renewables, LLC | | | Energy | | | President | |
Leslie Starr Keating | | | SunOpta, Inc. | | | Food and Minerals | | | Director |
Mark A. Edmunds | | | | ||||||
Willie H. Gregory | | | |
| | Prior to the Offering(1) | | Following the Offering(2)(3) | | | Prior to the Offering(1) | | Following the Offering(2)(3) | |||||||||||||||
Name and Address of Beneficial Owner(4) | | Number of shares of common stock | | Percentage of outstanding common stock | | Number of shares of common stock | | Percentage of outstanding common stock | | Number of shares of common stock | | Percentage of outstanding common stock | | Number of shares of common stock | | Percentage of outstanding common stock | ||||||||
R. Brad Martin | | 7,187,500(5) | | 100.0% | | 6,250,000 | | 20.0% | | 7,187,500(5) | | 100.0% | | 6,250,000 | | 20.0% | ||||||||
Charles K. Slatery | | | | | | — | | 0.0% | | | ||||||||||||||
William V. Thompson III | | | | | | — | | 0.0% | | | ||||||||||||||
Leslie Starr Keating | | | | | | — | | 0.0% | | | ||||||||||||||
Mark Edmunds | | | | | | — | | 0.0% | | | ||||||||||||||
Willie Gregory | | | | | | — | | 0.0% | | | ||||||||||||||
| | | | | | | | |||||||||||||||||
All directors and officers as a group (6 persons) | | 7,187,500 | | 100.0% | | 6,250,000 | | 20.0% | | 7,187,500 | | 100.0% | | 6,250,000 | | 20.0% | ||||||||
| | | | | | | | |||||||||||||||||
Greater than 5% Beneficial Owners | | | | | | | | | ||||||||||||||||
Riverview Sponsor Partners, LLC | | 7,187,500(5) | | 100.0% | | 6,250,000 | | 20.0% | | 7,187,500(5) | | 100.0% | | 6,250,000 | | 20.0% |
* | Less than 1 percent. |
(1) | Includes an aggregate of 937,500 founder shares subject to forfeiture to the extent that the overallotment option is not exercised by the |
(2) | Assumes (i) the |
(3) | Total shares outstanding after the offering includes 6,250,000 founder shares. |
(4) | Unless otherwise noted, the business address of each of the persons and entities listed above is 510 South Mendenhall Road, Suite 200, Memphis, TN 38117. |
(5) | Our sponsor is the record holder of such shares. Mr. Martin, our Chairman and Chief Executive Officer, is the managing member of RBM Riverview, LLC, which is the managing member of our sponsor. As such, each of the sponsor and Mr. Martin may be deemed to share beneficial ownership of the common stock held directly by our sponsor. Mr. Martin disclaims any beneficial ownership of the common stock held directly by our sponsor, and disclaims any beneficial ownership of such shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
Fees | | | Fee per Unit | | | Without Exercise of the Over-allotment Option | | | With Exercise of Over-allotment Option |
Public offering price | | | $10.00 | | | $250,000,000 | | | $287,500,000 |
Underwriting discount(1) | | | $0.20 | | | $5,000,000 | | | $5,000,000 |
Deferred underwriting discount(2) | | | $0.35 | | | $8,750,000 | | | $10,812,500 |
Proceeds before expenses | | | $9.45 | | | $236,250,000 | | | $271,687,500 |
(1) | Based on the |
(2) | Based on the deferred underwriting discount payable to the representative equal to 3.5% of the gross proceeds from the sale of the initial $250.0 million in units sold to the public and 5.5% of the gross proceeds from the units sold pursuant to the over-allotment option. The deferred underwriting discount will be deposited in the trust account as deferred underwriting commissions and will become payable from the amounts held in the trust account solely in the event we consummate our initial business combination. Fee per unit shown assumes no exercise of the |
| | March 31, 2021 (Unaudited) | | | February 18, 2021 (Audited) | |
ASSETS | | | | | ||
Current assets - cash | | | $12,437 | | | $25,000 |
Deferred offering costs | | | 138,366 | | | 42,500 |
Total Assets | | | $150,803 | | | $67,500 |
| | | | |||
LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | ||
Current liabilities | | | | | ||
Accrued expenses | | | $913 | | | $1,000 |
Accrued offering costs | | | 90,866 | | | — |
Promissory note – related party | | | 42,500 | | | 42,500 |
Total Liabilities | | | 134,279 | | | 43,500 |
| | | | |||
Commitments | | | | | ||
| | | | |||
Stockholder’s Equity | | | | | ||
Preferred stock, $0.001 par value; 1,000,000 shares authorized, none issued and outstanding | | | — | | | — |
Class A common stock, $0.001 par value; 85,000,000 shares authorized; none issued and outstanding | | | — | | | — |
Class B common stock, $0.001 par value; 15,00,000 shares authorized; 7,187,500 shares issued and outstanding(1) | | | 7,188 | | | 7,188 |
Additional paid-in capital | | | 17,812 | | | 17,812 |
Accumulated deficit | | | (8,476) | | | (1,000) |
Total Stockholder’s Equity | | | 16,524 | | | 24,000 |
Total Liabilities and Stockholder’s Equity | | | $150,803 | | | $67,500 |
(1) | Includes up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the |
| | For the Quarter Ended March 31, 2021 (Unaudited) | | | For the Period From February 4, 2021 (Inception) Through February 18, 2021 (Audited) | |
Formation costs | | | $8,476 | | | $1,000 |
Net loss | | | $(8,476) | | | $(1,000) |
Weighted average shares outstanding, basic and diluted(1) | | | 6,250,000 | | | 6,250,000 |
Basic and diluted net loss per common share | | | $(0.00) | | | $(0.00) |
(1) | Excludes up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the |
| | Class B Common Stock(1) | | | Additional Paid-in Capital | | Accumulated Deficit | | Stockholder’s Equity | | | Class B Common Stock(1) | | | Additional Paid-in Capital | | Accumulated Deficit | | Stockholder’s Equity | |||||||||||
| Shares | | Amount | | | Shares | | Amount | | |||||||||||||||||||||
Balance – February 4, 2021 (inception) | | — | | $— | | $— | | $— | | $— | | — | | $— | | $— | | $— | | $— | ||||||||||
Issuance of Class B common stock to Sponsor(1) | | 7,187,500 | | 7,188 | | 17,812 | | — | | 25,000 | | 7,187,500 | | 7,188 | | 17,812 | | — | | 25,000 | ||||||||||
Net loss | | — | | — | | — | | (1,000) | | (1,000) | | — | | — | | — | | (1,000) | | (1,000) | ||||||||||
Balance – February 18, 2021 | | 7,187,500 | | $7,188 | | $17,812 | | $(1,000) | | $24,000 | ||||||||||||||||||||
Balance – February 18, 2021 (Audited) | | 7,187,500 | | $7,188 | | $17,812 | | $(1,000) | | $24,000 | ||||||||||||||||||||
Net loss | | — | | — | | — | | (7,476) | | (7,476) | ||||||||||||||||||||
Balance – March 31, 2021 (Unaudited) | | 7,187,500 | | $7,188 | | $17,812 | | $(8,476) | | $16,524 |
(1) | Includes up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the |
| | For the Period From February 4, 2021 (Inception) Through March 31, 2021 (Unaudited) | | | For the Period From February 4, 2021 (Inception) Through February 18, 2021 (Audited) | |
Cash flows from Operating Activities: | | | | | ||
Net loss | | | $(8,476) | | | $(1,000) |
Changes in operating assets and liabilities: | | | | | ||
Accrued expenses | | | 813 | | | 1,000 |
Net cash used in operating activities | | | (7,563) | | | — |
| | | | |||
Cash Flows from Financing Activities: | | | | | ||
Proceeds from issuance of Class B common stock to the Sponsor | | | 25,000 | | | 25,000 |
Advances from related party | | | — | | | |
Proceeds from promissory note – related party | | | 42,500 | | | 42,500 |
Payment of offering costs | | | (47,500) | | | (42,500) |
Net cash provided by financing activities | | | 20,000 | | | 25,000 |
| | | | |||
Net Change in Cash | | | $12,437 | | | $25,000 |
Cash – Beginning | | | — | | | — |
Cash – Ending | | | $12,437 | | | $25,000 |
| | | | |||
Supplemental disclosure of non-cash investing and financing activities: | | | | | ||
Offering costs included in accrued offering costs | | | $90,866 | | | $— |
Other Expenses of Issuance and Distribution. |
SEC filing fee | | | $31,366 |
FINRA filing fee | | | 43,625 |
Accounting fees and expenses | | | 45,000 |
Printing and engraving expenses | | | 45,000 |
Legal fees and expenses | | | 250,000 |
NASDAQ Capital Market fees | | | 75,000 |
Travel and roadshow | | | 20,000 |
Miscellaneous expenses(1) | | | 240,009 |
Total | | | $ |
(1) | This amount represents additional expenses that may be incurred by us in connection with the offering over and above those specifically listed above, including distribution and mailing costs, transfer agent fees, warrant agent fees and trustee fees. |
Indemnification of Directors and Officers. |
Recent Sales of Unregistered Securities. |
Exhibits and Financial Statement Schedules. |
Exhibit No. | | | Description |
1.1 | | | Form of Underwriting Agreement.*** |
| | Certificate of Incorporation.* | |
| | Certificate of Amendment to Certificate of Incorporation* | |
3.1(c) | | | Form of Amended and Restated Certificate of Incorporation.*** |
| | Bylaws.* | |
3.2(b) | | | Form of Amended and Restated Bylaws.*** |
| | Specimen Unit Certificate.* | |
| | Specimen Common Stock Certificate.* | |
| | Specimen Warrant Certificate (included in Exhibit 4.4).* | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** | |
5.1 | | | Opinion of King & Spalding LLP*** |
| | Form of Investment Management Trust Account Agreement [___] and the Registrant.* | |
| | Form of Registration Rights Agreement among the Registrant and security holders.* | |
| | Form of Private Placement Warrants Purchase Agreement with [___].* | |
| | Form of Letter Agreement by and between the Registrant, the Registrant’s security holders named therein, and the officers and directors of the Registrant.* | |
| | Promissory Note for expenses prior to initial public offering expenses from Riverview Sponsor Partners, LLC to Registrant.* | |
| | Securities Subscription Agreement between the Registrant and the Sponsor.* | |
| | Form of Administrative Services Agreement.* | |
| | Form of Indemnity Agreement.* | |
| | Code of Business Conduct and Ethics.** | |
| | Consent of Marcum LLP.** | |
23.2 | | | Consent of King & Spalding LLP (included in Exhibit 5.1).*** |
| | Powers of Attorney (included on signature page of the Registration Statement).* | |
| | Form of Audit Committee Charter.** | |
| | Form of Compensation Committee Charter.** | |
| | Form of Nominating and Governance Committee Charter.** | |
| | Consent of Willie Gregory.* | |
| | Consent of Leslie Starr Keating.** | |
| | Consent of Mark Edmunds.** |
* | Previously filed with the Registration Statement on Form S-1 |
** | Filed herewith |
*** | To be Filed by Subsequent Amendment |
Undertakings. |
(a) | The undersigned hereby undertakes to provide to the |
(b) | Insofar as indemnification for liabilities arising under 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 SEC such indemnification is against public policy as expressed in the 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. |
(c) | 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. |
(3) | For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(4) | For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| | Riverview Acquisition Corp. | | ||||||
| | | |||||||
| | By: | | | /s/ R. Brad Martin | ||||
| | Name: | | R. Brad Martin | | ||||
| | Title: | | | Chairman and Chief Executive Officer | |
Name | | | Position | | | Date |
/s/ R. Brad Martin | | | Chairman and Chief Executive Officer (Chairman and Chief Executive Officer) | | | |
R. Brad Martin | | | ||||
/s/ Charles K. Slatery | | | President, Chief Investment Officer and Director (President, Chief Investment Officer and Director) | | | |
Charles K. Slatery | | |||||
/s/ William V. Thompson III | | | Treasurer, Secretary and Chief Financial Officer (Treasurer, Secretary and Chief Financial Officer) | | | |
William V. Thompson III | | |