10-K
1
tm211742d1_10k.htm
FORM 10-K
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended December 31,
2020
OR
For the transition period from to
Commission File Number 001-39408
Churchill
Capital Corp IV
(Exact name of Registrant as specified in its Charter)
Registrant’s telephone number,
including area code: (212) 380-7500
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Shares of Class A common stock CCIV New York Stock Exchange
Warrants included as part of the units CCIV WS New York Stock Exchange
Securities registered pursuant to Section 12(g) of
the Act:
None
Indicate by check mark if the Registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ̈
NO x
Indicate by check mark if the Registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ̈
NO x
Indicate by check mark whether the Registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES x NO ̈
Indicate by check mark whether the Registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
YES x NO ̈
Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ̈ Accelerated filer ̈
Non-accelerated filer x Small reporting company ̈
Emerging growth company x
If an emerging growth company, indicate
by the 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. YES ̈
NO ̈
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ̈
Indicate by check mark whether the Registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES x NO ̈
The Registrant’s Units began trading
on the New York Stock Exchange on July 30, 2020 and the Registrant’s shares of Class A common stock began separate
trading on the New York Stock Exchange on September 18, 2020.
The aggregate market value of the Registrant’s
shares of Class A common stock outstanding, other than shares held by persons who may be deemed affiliates of the Registrant,
at December 31, 2020 was $2,072,070,000.
As of March 15, 2021, there were 207,000,000
shares of Class A common stock, $0.0001 par value and 51,750,000 shares of Class B common stock, $0.0001 par value, issued
and outstanding.
Documents Incorporated by Reference: None.
TABLE OF CONTENTS
Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 1
PART I 2
Item 1. Business 2
Item 1A. Risk Factors 19
Item 1B. Unresolved Staff Comments 49
Item 2. Properties 49
Item 3. Legal Proceedings 49
Item 4. Mine Safety Disclosures 49
Item 6. Selected Financial Data 51
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 55
Item 8. Financial Statements and Supplementary Data 55
Item 9A. Controls and Procedures 56
PART III 57
Item 10. Directors, Executive Officers and Corporate Governance 57
Item 11. Executive Compensation 67
Item 14. Principal Accounting Fees and Services 72
Item 15. Exhibits, Financial Statement Schedules 74
SIGNATURES 77
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This annual report includes, and oral statements
made from time to time by representatives of the Company may include, forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). We have based these forward-looking statements on our current expectations and projections about future events. These
forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual
results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative
of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and
the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in
this annual report. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described
in our other Securities and Exchange Commission (“SEC”) filings. Forward-looking statements in this annual report may
include, for example, statements about:
· our ability to select an appropriate target business or businesses;
· our ability to complete our initial business combination;
· our pool of prospective target businesses;
· our public securities’ potential liquidity and trading;
· the lack of a market for our securities;
· the trust account not being subject to claims of third parties; or
· our financial performance.
The forward-looking statements contained
in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These
risks and uncertainties include, but are not limited to, those factors described under the heading “Item 1A. Risk Factors.”
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results
may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required
under applicable securities laws.
1
PART I
References in this annual report to “we,”
“us,” “company” or “our company” are to Churchill Capital Corp IV, a Delaware corporation.
References to “management” or our “management team” are to our officers and directors. References to our
“sponsor” is to Churchill Sponsor IV LLC, a Delaware limited liability company. References to our “initial stockholders”
are to the holders of our founder shares prior to our initial public offering.
Item 1. Business.
Introduction
We are a blank check company formed for
the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business
combination with one or more businesses, which we refer to throughout this annual report as our initial business combination. We
have reviewed a number of opportunities to enter into a business combination. We have neither engaged in any operations nor generated
any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange
Act because we have no operations and nominal assets consisting almost entirely of cash.
Our founder, Michael Klein, is also the
founder and managing partner of M. Klein and Company, which he founded in 2012. M. Klein and Company is a global strategic advisory
firm that provides its clients a variety of advice tailored to their objectives. M. Klein and Company has established an entity
within the firm, Archimedes Advisors, which will invest in our sponsor and which consists of operating partners (“operating
partners”) who will assist Mr. Klein in sourcing potential acquisition targets, and creating long-term value in the
business combination for us. M. Klein and Company’s operating partners are comprised of former senior operating executives
of leading S&P 500 companies across multiple sectors and industries, including consumer, industrial, materials, energy, mining,
chemicals, finance, data, software, enterprise technology, and media.
Our executive offices are located at 640
Fifth Avenue, 12th Floor, New York, NY 10019 and our telephone number is (212)
380-7500. Our corporate website address https://iv.churchillcapitalcorp.com. Our website and the information contained on, or that
can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this annual
report. You should not rely on any such information in making your decision whether to invest in our securities.
Company History
In May 2020, our sponsor purchased
an aggregate of 21,562,500 shares of Class B common stock (our “founder shares”) for an aggregate purchase price
of $25,000, or approximately $0.001 per share. Our Class B common stock will automatically convert into shares of Class A
common stock, on a one-for-one basis, upon the completion of a business combination. On July 14, 2020, the Company effected
a stock dividend of one-third of a share of Class B common stock for each outstanding share of Class B common stock,
on July 27, 2020, the Company effected a stock dividend of 0.50 to 1 share of Class B common stock for each outstanding
share of Class B common stock and on July 30, 2020, the Company effected a stock dividend of 0.20 to 1 share of Class B
common stock for each outstanding share of Class B common stock, resulting in 51,750,000 shares of Class B common stock
being issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the stock dividends.
The number of founder shares issued was based on the expectation that the founder shares would represent 20% of the outstanding
shares of our determined Class A common stock and our Class B common stock (collectively, our “common stock’)
upon completion of the initial public offering (the “IPO”).
On August 3, 2020 we completed our
IPO of 207,000,000 units at a price of $10.00 per unit (the “units”), generating gross proceeds of $2,070,000,000.
Each unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share, and one-fifth
of one warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of
$11.50 per share, subject to certain adjustments.
2
Concurrently with the completion of the
IPO, our sponsor purchased an aggregate 42,850,000 warrants (the “private placement warrants”) at a price of $1.00
per warrant, or $42,850,000 in the aggregate. An aggregate of $2,070,000,000 from the proceeds of the IPO and the private placement
warrants was placed in a trust account (the “trust account”) such that the trust account held $2,070,000,000 at the
time of closing of the IPO. Each whole private placement warrant entitles the holder thereof to purchase one share of Class A
common stock at a price of $11.50 per share, subject to certain adjustments.
On September 17, 2020, we announced
that, commencing September 18, 2020, holders of the 207,000,000 units sold in the IPO may elect to separately trade the shares
of Class A common stock and the warrants included in the units. Those units not separated continued to trade on the New York
Stock Exchange (the “NYSE”) under the symbol “CCIV.U” and the shares of Class A common stock and warrants
that were separated trade under the symbols “CCIV” and “CCIV WS,” respectively.
Recent Developments
On February 22, 2021, we entered into
an Agreement and Plan of Merger (the “Merger Agreement”) by and among us, Air Merger Sub, Inc., a Delaware
corporation and direct, wholly owned subsidiary of Churchill (“Merger Sub”), and Atieva, Inc., d/b/a Lucid
Motors, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”).
Pursuant to the Merger Agreement, the parties
thereto will enter into a business combination transaction (the “Business Combination”) by which Merger Sub
will merge with and into the Company with the Company being the surviving entity in the merger (the “Merger”
and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).
The proposed Business Combination is expected
to be consummated after the required approval by our stockholders and the Company and the satisfaction of certain other conditions
summarized below.
Merger Agreement
Merger Consideration
The aggregate consideration to be paid to
the shareholders of the Company will be equal to (a) $11,750,000,000 plus (b) (i) all cash and cash equivalents
of the Company and its subsidiaries less (ii) all indebtedness for borrowed money of the Company and its subsidiaries, in
each case as of two business days prior to the closing date (the “Equity Value”) and will be paid entirely in
shares of Class A common stock, par value $0.0001 per share, of Churchill in an amount equal to $10.00 per share (the “Merger
Consideration”).
At the effective time of the Merger, each
share of capital stock of the Company (the “Company Shares”) will be cancelled and automatically deemed for
all purposes to represent the right to receive, in the aggregate, the Merger Consideration. At the effective time of the Merger,
all share incentive plan or similar equity-based compensation plans maintained for employees of the Company will be assumed by
Churchill and all outstanding options to purchase Company Shares (each, a “Company Option”) and each restricted
stock unit award (“RSU”) with respect to Company Shares (each, a “Company RSU”) will be assumed
by Churchill as described below. For purposes of the following paragraph, the “Exchange Ratio” means the Equity
Value per share divided by $10.00.
At the effective time of the Merger, each
Company Option will become an option to purchase shares of Class A common stock (each, an “Assumed Option”),
on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to the Company Option
immediately prior to the effective time of the Merger, except that (i) the number of shares of Class A common stock subject
to such Assumed Option shall equal the product of (x) the number of Company Shares that were subject to the option immediately
prior to the effective time of the Merger, multiplied by (y) the Exchange Ratio, rounded down to the nearest
whole share, and (B) the per-share exercise price shall equal the quotient of (1) the exercise price per Company Share
at which such option was exercisable immediately prior to the effective time of the Merger, divided by (2) the
Exchange Ratio, rounded up to the nearest whole cent.
3
At the effective time of the Merger, each
Company RSU, will be assumed by Churchill and become an RSU with respect to shares of Class A common stock (each, an “Assumed
RSU”) on the same terms and conditions (including applicable vesting provisions) as applied to each Company RSU immediately
prior to the effective time of the Merger, except that the number of shares of Class A common stock subject to such Assumed
RSU Award will be equal the product of (x) the number of Company Shares that were subject to such RSU immediately prior to
the effective time of the Merger, multiplied by (y) the Exchange Ratio, rounded down to the nearest whole share.
Representations and Warranties
The Merger Agreement contains representations
and warranties of the parties thereto with respect to, among other things, (i) entity organization, formation and authority,
(ii) authorization to enter into the Merger Agreement, (iii) capital structure, (iv) consents and approvals, (v) financial
statements, (vi) undisclosed liabilities, (vii) real property, (viii) litigation and proceedings, (ix) material
contracts, (x) taxes, (xi) title to assets, (xii) absence of changes, (xiii) environmental matters, (xiv) employee
matters, (xv) licenses and permits, (xvi) compliance with laws (xvii) intellectual property and IT security,(xviii) governmental
authorities and consents, (xix) insurance, and (xx) related party transactions. The representations and warranties of
the parties contained in the Merger Agreement will terminate and be of no further force and effect as of the closing of the Transactions.
Covenants
The Merger Agreement contains customary
covenants of the parties, including, among others, covenants providing for (i) the operation of the parties’ respective
businesses prior to consummation of the Transactions, (ii) Churchill and the Company’s efforts to satisfy conditions
to consummation of the Transactions, (iii) Churchill and the Company to cease discussions for alternative transactions, (iv) Churchill
to prepare and file a registration statement and a proxy statement for the purpose of soliciting proxies from Churchill’s
stockholders to vote in favor of certain matters (the “SPAC Stockholder Matters”), including the adoption of
the Merger Agreement, approval of the Transactions, amendment and restatement of Churchill’s certificate of incorporation
and certain other matters at a special meeting called therefor (the “Special Meeting”), (v) the Company
to convene an extraordinary general meeting of its shareholders to approve certain matters, including the adoption of the Merger
Agreement, the Plan of Merger and approval of the Transactions (the “Company Shareholder Matters”), (vi) the
protection of, and access to, confidential information of the parties and (vii) the parties’ efforts to obtain necessary
approvals from governmental agencies.
Conditions to Closing
The consummation of the Transactions is
subject to customary closing conditions for special purpose acquisition companies, including, among others: (i) approval by
Churchill’s stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, (iii) no order, statute, rule or regulation enjoining or prohibiting the consummation
of the Transactions being in force, (iv) Churchill having at least $5,000,001 of net tangible assets as of the closing of
the Transactions, (v) approval by the Company’s shareholders, (vi) shares of Churchill’s common stock being
listed on the New York Stock Exchange or other stock exchange mutually agreed between Churchill and the Company, (vi) the
registration statement becoming effective in accordance with the Securities Act and (vii) customary bringdown conditions.
Additionally, the obligations of the Company to consummate the Transactions are also conditioned upon, among others, the amount
of Available Closing SPAC Cash being at least $2.8 billion as of the closing of the Transactions and each of the covenants of each
of Churchill Sponsor and the Insiders (both as defined below) required under the Sponsor Agreement (as defined below) to be performed
as of or prior to the closing of the Transactions shall have been performed in all material respects, and none of Churchill Sponsor
or the Insiders shall have threatened (orally or in writing) (a) that the Sponsor Agreement is not valid, binding and in full
force and effect, (b) that the Company is in breach of or default under the Sponsor Agreement or (c) to terminate the
Sponsor Agreement.
4
Termination
The Merger Agreement may be terminated at
any time, but not later than the closing of the Transactions, as follows:
(i) by
mutual written consent of Churchill and the Company;
(ii) by
either Churchill or the Company if the Transactions are not consummated on or before October 22, 2021 (the “Termination
Date”), but Churchill’s right to terminate will be automatically extended if any action for specific performance or
other equitable relief filed by the Company with respect to the Merger Agreement, the other transaction agreements specified in
the Merger Agreement or otherwise regarding the Transactions is commenced or pending on or prior to the Termination Date, provided
that the terminating party’s failure to fulfill any of its obligations under the Merger Agreement is not the primary cause
of the failure of the closing to occur by such date;
(iii) by
either Churchill or the Company if a governmental entity shall have issued an order, decree or ruling or taken any other action,
in any case having the effect of permanently enjoining or prohibiting the Merger, which order, decree, judgment, ruling or other
action is final and nonappealable;
(iv) by
either Churchill or the Company if the other party has breached any of its covenants, agreements, representations or warranties
which would result in the failure of certain conditions to be satisfied at the closing and has not cured its breach within thirty
days of the notice of an intent to terminate, provided that the terminating party’s failure to fulfill any of its obligations
under the Merger Agreement is not the primary cause of the failure of the closing to occur;
(v) by
either Churchill or the Company if, at the Special Meeting, the Transactions and the other SPAC Stockholder Matters shall fail
to be approved by holders of Churchill’s outstanding shares, provided that Churchill’s right to terminate for failure
to obtain such approval shall not be available if, at the time of such termination, SPAC is in breach of certain of its obligations
under the Merger Agreement, including with respect to the preparation, filing and mailing of the registration statement and the
proxy statement and convening the Special Meeting; or
(vi) by
Churchill if the Company shall fail to obtain the Company Shareholder Matters.
The foregoing description of the Merger
Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of
the Merger Agreement and any related agreements. The Merger Agreement contains representations, warranties and covenants that the
respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those
representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to
important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Merger Agreement
has been included as an exhibit to this Annual Report on Form 10-K (this “Current Report”) to provide investors
with information regarding its terms. It is not intended to provide any other factual information about Churchill, the Company,
or any other party to the Merger Agreement or any related agreement. In particular, the representations, warranties, covenants
and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates,
were solely for the benefit of the parties to the Merger Agreement, are subject to limitations agreed upon by the contracting parties
(including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
to the Merger Agreement instead of establishing these matters as facts) and are subject to standards of materiality applicable
to the contracting parties that may differ from those applicable to investors and security holders. Investors and security holders
are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants
and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the
Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the
date of the Merger Agreement, which subsequent information may or may not be fully reflected in Churchill’s public disclosures.
A copy of the Merger Agreement is filed
with this Annual Report as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Merger
Agreement is qualified in its entirety by reference thereto.
5
Related Agreements
Investor Rights Agreement
In connection with the execution of the
Merger Agreement, Churchill entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with
Ayar Third Investment Company (“Ayar”), Churchill Sponsor IV LLC (“Churchill Sponsor”) and
the other parties named therein. Pursuant to the Investor Rights Agreement, as of the date of the closing of the Transactions,
Ayar has the right to nominate five directors to Churchill’s board of directors (the “Board”) and Churchill
Sponsor has the right to nominate one director to the Board. Two directors will be independent directors to be nominated by the
Company and one director will be the chief executive officer of the combined company. In addition, following the closing of the
Transactions, Ayar will have a continuing right to designate directors to the Board, subject to its (and its permitted transferees’)
beneficial ownership of Class A common stock as compared to the Class A common stock issued and outstanding as of the
record date of each applicable annual or special meeting of stockholders at which directors are to be elected (the “Record
Date”). If, following the closing of the Transactions, Ayar (or its permitted transferees) beneficially owns: (i) 50%
or greater of the shares of Class A common stock issued and outstanding on the Record Date, it will have the right to nominate
five directors; (ii) less than 50% but greater than or equal to 40% of the shares of Class A common stock issued and
outstanding on the Record Date, it will have the right to nominate four directors; (iii) less than 40% but greater than or
equal to 30% of the shares of Class A common stock issued and outstanding on the Record Date, it will have the right to nominate
three directors; (iv) less than 30% but greater than or equal to 20% of the shares of Class A common stock issued and
outstanding on the Record Date, it will have the right to nominate two directors; (v) less than 20% but greater than or equal
to 10% of the shares of Class A common stock issued and outstanding on the Record Date, it will have the right to nominate
one director; and (vi) less than 10% of the shares of Class A common stock issued and outstanding on the Record Date,
it will not have the right to nominate any directors; provided, that if after the date of the closing of the Transactions the size
of the Board is increased or decreased, the number of directors Ayar is entitled to nominate will be increased or decreased in
proportion to such increase or decrease in the size of the Board, rounded down to the nearest whole number. Further, for so long
as Ayar beneficially owns 20% or greater of the shares of Class A common stock issued and outstanding on the Record Date,
it will have the right to designate the Chairman of the Board. Pursuant to the Investor Rights Agreement, any material changes
to the combined company’s business plan will require the affirmative vote of a majority of the Board. In addition, pursuant
to the Investor Rights Agreement, certain parties will be entitled to certain registration rights, including, among other things,
customary demand, shelf and piggy-back rights, subject to customary cut-back provisions. Pursuant to the Investor Rights Agreement,
certain parties will agree not to sell, transfer, pledge or otherwise dispose of shares of Class A common stock or warrants
to purchase shares of Class A common stock they receive in connection with the Transactions or otherwise beneficially own
as of the date of the closing of the Transactions for certain time periods specified therein. The foregoing description of the
Investor Rights Agreement is not complete and is qualified in its entirety by reference to the Investor Rights Agreement, included as Exhibit 10.16 to this Current Report.
Subscription Agreements
In connection with the execution of the
Merger Agreement, (a) Churchill entered into certain common stock subscription agreements (the “Subscription Agreements”)
with certain investment funds (the “PIPE Investors”) pursuant to which, Churchill has agreed to issue and sell
to the PIPE Investors $2.5 billion of Class A common stock (the “PIPE Shares”) in reliance on an exemption
from registration under Section 4(a)(2) under the Securities Act at a purchase price of $15 per share (the “PIPE
Investment”). Pursuant to the Subscription Agreements, the PIPE Investors have agreed to not transfer any PIPE Shares
until the later of (i) the effectiveness of the registration statement to be filed following the closing of the Transactions
to register the PIPE Shares and (ii) September 1, 2021. The closing of the PIPE Investment is conditioned on all conditions
set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and the Transactions
will be consummated immediately following the closing of the PIPE Investment. The Subscription Agreements will terminate upon the
earlier to occur of (i) the termination of the Merger Agreement and (ii) the mutual written agreement of the parties
thereto.
The Subscription Agreements provide that
Churchill is required to file with the SEC, within 30 days after the consummation of the Transactions, a shelf registration statement
covering the resale of the PIPE Shares and to use its commercially reasonable efforts to have such registration statement declared
effective as soon as practicable after the filing thereof but no later than the earlier of (i) the 90th day (or 150th day
if the SEC notifies Churchill that it will “review” such registration statement) following the closing of the PIPE
Investment and (ii) the 10th business day after the date Churchill is notified (orally or in writing, whichever is earlier)
by the SEC that such registration statement will not be “reviewed” or will not be subject to further review.
6
Initial Business Combination
The NYSE rules require that an initial
business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of
the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if applicable, and
excluding the amount of any deferred underwriting discount). We refer to this as the 80% of net assets test. If our board of directors
is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from
an independent investment banking firm that is a member of FINRA or from an independent accounting firm, with respect to the satisfaction
of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial
business combination, although there is no assurance that will be the case.
We may structure our initial business combination
so that the post-transaction company in which holders (our “public stockholders”) of our Class A common stock
sold as part of the units in the IPO (the “public shares”), including our sponsor, officers and directors to the extent
our sponsor, officers or directors own public shares, provided that each of their status as a “public stockholder”
shall only exist with respect to their public shares, will own or acquire 100% of the outstanding equity interests or assets of
the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company
owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target
management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act
of 1940, as amended (the Investment Company Act). Even if the post-transaction company owns or acquires 50% or more of the voting
securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in
the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the
issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own
less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity
interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such
business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial
business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of
all of the target businesses.
Our amended and restated certificate of
incorporation requires the affirmative vote of a majority of our board of directors, which must include a majority of our independent
directors to approve our initial business combination (or such other vote as the applicable law or stock exchange rules then
in effect may require).
Corporate Information
We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not “emerging growth companies” including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
7
In addition, Section 107 of the JOBS
Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in
Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging
growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private
companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier
of: (1) the last day of the fiscal year (a) following August 3, 2025, (b) in which we have total annual gross
revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value
of our Class A common stock and our Class B common stock (collectively, our “common stock”) that is held
by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date
on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to
“emerging growth company” shall have the meaning associated with it in the JOBS Act.
Financial Position
With funds available for a business combination
in the amount of approximately $1,997,550,000 as of December 31, 2020, assuming no redemptions and after payment of up to $72,450,000
of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners,
providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt
ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination
of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration
to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing
and there can be no assurance it will be available to us.
Lack of Business Diversification
For an indefinite period of time after the
completion of our initial business combination, the prospects for our success may depend entirely on the future performance of
a single business.
Unlike other entities that have the resources
to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the
resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business
combination with only a single entity, our lack of diversification may:
Limited Ability to Evaluate the Target’s Management
Team
Although we intend to closely scrutinize
the management of a prospective target business when evaluating the desirability of effecting our initial business combination
with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future
management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role
of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible
that one or more of our directors will remain associated in some capacity with us following our initial business combination, it
is highly unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination.
Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the
operations of the particular target business.
8
We cannot assure you that any of our key
personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any
of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following our initial business combination,
we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you
that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge
or experience necessary to enhance the incumbent management.
Redemption rights for public stockholders upon completion
of our initial business combination
We will provide our public stockholders
with the opportunity to redeem all or a portion of their shares of common stock upon the completion 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 as of two business days
prior to the consummation of the initial business combination, including interest (net of permitted withdrawals), divided by the
number of then outstanding public shares, subject to the limitations described herein. At completion of the business combination,
we will be required to purchase any public shares properly delivered for redemption and not withdrawn. The amount in the trust
account as of the closing of the IPO was $10.00 per public share. The per share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption
right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify
itself in order to validly redeem its shares. Our sponsor, officers and directors have entered into a letter agreement with us,
pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held
by them in connection with the completion of our initial business combination (the “letter agreement”).
Manner of conducting redemptions
We will provide our public stockholders
with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial
business combination either: (1) in connection with a stockholder meeting called to approve the business combination; or (2) by
means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct
a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the
transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock
exchange listing requirement. Asset acquisitions and stock purchases would not typically require stockholder approval while direct
mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock
or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. If we structure
a business combination transaction with a target company in a manner that requires stockholder approval, we will not have discretion
as to whether to seek a stockholder vote to approve the proposed business combination. We currently intend to conduct redemptions
pursuant to a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement
and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.
If a stockholder vote is not required and
we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate
of incorporation:
9
Upon the public announcement of our initial
business combination, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares
of our Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with
Rule 14e-5 under the Exchange Act.
In the event we conduct redemptions pursuant
to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under
the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender
offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number
of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause
our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 (so that we do not
then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which
may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than
we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
If, however, stockholder approval of the
transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for
business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:
· file proxy materials with the SEC.
We expect that 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 conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with
the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to
maintain our NYSE listing or Exchange Act registration.
In the event that we seek stockholder approval
of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders
with the redemption rights described above upon completion of the initial business combination.
If we seek stockholder approval, we will
complete our initial business combination only if a majority of the outstanding shares of 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. Our initial stockholders, officers and directors will count towards this quorum and have agreed
to vote any founder shares and any public shares held by them in favor of our initial business combination. These quorum and voting
thresholds and agreements, may make it more likely that we will consummate our initial business combination. 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. In addition, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to
which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in
connection with the completion of a business combination.
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Our amended and restated certificate of
incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets,
after payment of the deferred underwriting commissions, to be less than $5,000,001 (so that we do not then become subject to the
SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset
test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business
combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to
the target for working capital or other general corporate purposes; or (3) the retention of cash to satisfy other conditions
in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required
to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy
cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us,
we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption
will be returned to the holders thereof.
Limitation on redemption upon completion of our
initial business combination if we seek stockholder approval
Notwithstanding the foregoing, 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 provides 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 Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more
than an aggregate of 15% of the shares sold in the IPO, without our prior consent, which we refer to as the “Excess Shares.”
We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such
holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us
or our affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.
Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten
to exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or our affiliates at a premium
to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than
15% of the shares sold in the IPO, we believe we will limit the ability of a small group of stockholders to unreasonably attempt
to block our ability to complete our initial business combination, particularly in connection with a business combination with
a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not
be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination.
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 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, rather than simply voting against the initial business combination 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,
which will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify
itself in order to validly redeem its shares. 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 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. 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 conjunction with a proxy solicitation. Given the relatively short exercise period, it
is advisable for stockholders to use electronic delivery of their public shares.
There is a nominal cost associated with
the above-referenced tendering process and the act of certificating the shares or delivering them through The Depository Trust
Company’s DWAC (Deposit/ Withdrawal At Custodian) System. The transfer agent will typically charge the tendering broker $80.00
and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred
regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver
shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
11
The foregoing is different from the procedures
used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many
blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and
a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was
seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such stockholder
to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option
window” after the completion of the business combination during which he or she could monitor the price of the company’s
stock in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before
actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders
were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion
of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery
prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is