DCRN Decarbonization Plus Acquisition Corp II
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 3, 2021
Decarbonization Plus Acquisition Corporation II
(Exact name of registrant as specified in its charter)
(State or incorporation
(Commission File Number)
2744 Sand Hill Road
Menlo Park, CA
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 993-0076
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class registered
Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant
Nasdaq Capital Market
Class A Common stock, par value $0.0001 per share
Nasdaq Capital Market
Warrants, exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Nasdaq Capital Market
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Unregistered Sales of Equity Securities
On February 8, 2021, simultaneously with the closing of the initial public offering (the “IPO”) of Decarbonization Plus Acquisition Corporation II (the “Company”) and pursuant to a Private Placement Warrants Purchase Agreement dated February 3, 2021 by and between the Company, the Company’s independent directors, and the Company’s sponsor, Decarbonization Plus Acquisition Sponsor II LLC (the “Sponsor”), the Company completed the private sale of 7,366,667 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant to the Sponsor and the Company’s independent directors, generating gross proceeds to the Company of $11,050,000. The Private Placement Warrants are identical to the warrants sold as part of the Units (as defined below) in the IPO, except that the Private Placement Warrants will not be redeemable by the Company and will be exercisable on a cashless basis so long as they are held by the Sponsor, the Company’s independent directors or their permitted transferees. The Sponsor and the Company’s independent directors have agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 3, 2021, Erik Anderson, Dr. Jennifer Aaker, Jane Kearns, Pierre Lapeyre, Jr., David Leuschen, James AC McDermott, Jeffrey H. Tepper, and Michael Warren were appointed as members of the Board of Directors of the Company (the “Board”). The Board has determined that Dr. Jennifer Aaker, Jane Kearns, James AC McDermott, Jeffrey H. Tepper and Michael Warren are “independent directors” as defined in the NASDAQ listing standards and applicable Securities and Exchange Commission (the “Commission”) rules. James AC McDermott, Jeffrey H. Tepper and Robert Tichio will serve on the audit committee, with Mr. Tepper serving as chair of the audit committee. Dr. Jennifer Aaker and Jeffrey H. Tepper will serve on the compensation committee, with Dr. Aaker serving as chair of the compensation committee. Dr. Jennifer Aaker, Jane Kearns, Jeffrey H. Tepper and Michael Warren each purchased 40,000 shares and James AC McDermott purchased 240,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) from the Company. Concurrently, the Sponsor forfeited and surrendered 400,000 shares of Class B Common Stock to the Company.
On February 3, 2021, the Company entered into indemnification agreements with Erik Anderson, Dr. Jennifer Aaker, Peter Haskopoulos, Jane Kearns, James AC McDermott, Pierre Lapeyre, Jr., David Leuschen, Jeffrey H. Tepper, Robert Tichio and Michael Warren that require the Company to indemnify these individuals to the fullest extent permitted under Delaware law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description is qualified in its entirety by reference to the full text of the Indemnification Agreement, the form of which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The Company’s Amended and Restated Certificate of Incorporation (as so amended, the “Certificate of Incorporation”) was approved on February 3, 2021. A description of the Certificate of Incorporation is contained in the section of the prospectus for the IPO, dated February 3, 2021 and filed pursuant to Rule 424(b) under the Securities Act (the “Prospectus”), entitled “Description of Securities” and is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Certificate of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.
On February 3, 2021, the Company’s registration statement on Form S-1, as amended (File No. 333-251980) (the “Registration Statement”) was declared effective by the Commission, and the Company subsequently filed the Prospectus on February 5, 2021. On February 8, 2021, the Company completed its IPO of 40,250,000 units (the “Units”), including 5,250,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option. The Units were issued pursuant to an underwriting agreement, dated February 3, 2021, among the Company, on the one hand, and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. on the other hand. Each Unit had an offering price of $10.00 and consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one warrant of the Company (each such whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share.
Of the net proceeds of the IPO and the sale of the Private Placement Warrants, $402,500,000, including $14,087,500 of deferred underwriting discounts and commissions, has been deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust
account that may be released to the Company to pay its franchise and income tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants held in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of the Company’s initial business combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith), (b) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if an initial business combination is not completed within 24 months from the closing of the IPO or (ii) with respect to any other provision relating to the rights of holders of the Class A Common Stock or pre-initial business combination activity and (c) the redemption of the Company’s public shares if the Company is unable to complete its business combination within 24 months from the closing of the IPO, subject to applicable law.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
A Warrant Agreement, dated February 3, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
A Letter Agreement, dated February 3, 2021, among the Company, its officers and directors and the Sponsor.
An Investment Management Trust Agreement, dated February 3, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.
A Registration Rights Agreement, dated February 3, 2021, among the Company, the Sponsor and certain other security holders named therein.
An Administrative Support Agreement, dated February 3, 2021, between the Company and the Sponsor.
A Private Placement Warrants Purchase Agreement, February 3, 2021, between the Company, the Sponsor and the other purchasers named therein.
Each of the foregoing agreements is attached as Exhibits 4.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and is incorporated into this Item 8.01 by reference.
Financial Statements and Exhibits.
Description of Exhibits
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to Decarbonization Plus Acquisition Corporation II’s Registration Statement on Form S-1 (Commission File No. 333-251980), filed January 19, 2021).
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 9, 2021
DECARBONIZATION PLUS ACQUISITION CORPORATION II
Chief Financial Officer,
Chief Accounting Officer and Secretary