10-K
1
f10k2020_rotoracquisition.htm
ANNUAL REPORT
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal
year ended December 31, 2020
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
TO
Commission File
Number 001-39897
ROTOR ACQUISITION
CORP.
(Exact name of registrant
as specified in its charter)
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
The Chrysler Building
405 Lexington
Avenue
New York, New
York 10174
(Address of principal
executive offices) (Zip code)
(212) 818-8800
(Registrant’s
telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbols Name of each exchange on which registered
Class A common stock, $0.0001 per share ROT The 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 ☒
Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐
No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement
for the past 90 days. Yes ☐ 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 during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒
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 emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
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. ☐
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 ☒
No ☐
As of June 30, 2020, the last business
day of the registrant’s most recently completed second fiscal quarter, the registrant’s common stock was not publicly
traded. Accordingly, there was no market value for the registrant’s common stock on such date.
As of March 31, 2021, there were
27,600,000 shares of Class A common stock, par value $0.0001 per share, and 6,900,000 shares of Class B common stock, par value
$0.0001 per share, issued and outstanding.
Documents Incorporated by Reference: The
information contained in the registrant’s prospectus dated January 14, 2021, as filed with the Securities and Exchange Commission
on January 19, 2021, pursuant to Rule 424(b)(4) (SEC File No. 333-251521 and 333-252110) is incorporated into certain portions
of Parts I and III, as disclosed herein.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This annual report, including, without
limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. These forward-looking statements can be identified by the use of forward-looking terminology, including
the words “believes,” “estimates,” “anticipates,” “expects,” “intends,”
“plans,” “may,” “will,” “potential,” “projects,” “predicts,”
“continue,” or “should,” or, in each case, their negative or other variations or comparable terminology.
There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not
limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements
that are not statements of current or historical facts. These statements are based on management’s current expectations,
but actual results may differ materially due to various factors, including, but not limited to our:
● ability to complete our initial business combination;
● pool of prospective target businesses;
● public securities’ potential liquidity and trading;
● lack of a market for our securities;
● 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. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond our control) and 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 “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.
These risks and others described under “Risk Factors” may not be exhaustive.
By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.
We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations,
financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made
in or suggested by the forward-looking statements contained in this annual report. In addition, even if our results or operations,
financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking
statements contained in this annual report, those results or developments may not be indicative of results or developments in
subsequent periods.
ROTOR ACQUISITION
CORP.
FORM 10-K
TABLE OF CONTENTS
PART I
Item 1. Business. 1
Item 1A. Risk Factors. 1
Item 1B. Unresolved Staff Comments. 1
Item 2. Property 1
Item 3. Legal Proceedings. 1
Item 4. Mine Safety Disclosures. 1
PART II
Item 6. Selected Financial Data. 3
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 5
Item 8. Financial Statements and Supplementary Data. 5
Item 9A. Controls and Procedures. 6
PART III
Item 10. Directors, Executive Officers of the Registrant 7
Item 11. Executive Compensation. 14
Item 14. Principal Accounting Fees and Services. 16
Item 15. Exhibits, Financial Statements, and Schedules. 17
i
PART I
ITEM 1. BUSINESS
In this Annual
Report on Form 10-K (the “Form 10-K”), references to the “Company” and to “we,” “us,”
and “our” refer to Rotor Acquisition Corp.
We are a blank check
company incorporated under the laws of the State of Delaware on August 27, 2020. We were formed for the purpose of entering into
a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities, which we refer to as a “target business.” Our efforts to identify a prospective
target business are not limited to a particular industry or geographic location, although we intend to focus our search for target
businesses in the defense, aerospace and communication industries.
On January 20, 2021,
we consummated our initial public offering (“IPO”) of 27,600,000 units (the “units” and, with respect
to the shares of common stock included in the units sold, the “public shares”), at $10.00 per unit, which included
the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 units, generating gross
proceeds of $276,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 7,270,000 warrants (the “private
placement warrants”) at a price of $1.00 per private warrant in a private placement to Rotor Sponsor, LLC (the “sponsor”)
and certain funds and accounts managed by subsidiaries of BlackRock Inc. and Millennium Management LLC (the “anchor investors”)
generating gross proceeds of $7,270,000.
For further details
regarding our business, see the section titled “Proposed Business” contained in our prospectus dated January 14, 2021,
incorporated by reference herein.
ITEM 1A. RISK FACTORS
For the risks relating
to our operations, see the section titled “Risk Factors” contained in our prospectus dated January 14, 2021 incorporated
by reference herein.
ITEM 1B. UNRESOLVED
STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTY
Our executive offices
are located at c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, New York, New York 10174. Our office space, to
the extent it is needed, is being provided to us for no charge by Graubard Miller, our counsel. We consider our current office
space, combined with the other office space otherwise available to our executive officers and directors, adequate for our current
operations.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
1
PART II
ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our units, Class A
common stock and warrants are listed on the New York Stock Exchange (“NYSE”) under the symbols ROT.U, ROT and ROT
WS, respectively.
Holders
As of March 31, 2021,
there were one holder of record of our units, one holder of the Class A common stock, 12 holders of the Class B common stock and 13
holders of record of our warrants. We believe we have in excess of 300 beneficial holders of our securities.
Dividends
We have not paid any
cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of a business
combination. The payment of cash dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements,
and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to
a business combination will be within the discretion of our then board of directors. It is the present intention of our board
of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate
declaring any dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business
combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Recent Sales of Unregistered
Securities; Use of Proceeds from Registered Securities
In September 2020,
the sponsor purchased 5,750,000 shares of our Class B common stock par value $0.0001 per share (“Class B common stock”)
for an aggregate purchase price of $25,000, or approximately $0.004 per share. In January 2021, the Company effected a stock dividend
of 0.2 shares of our Class B common stock for each outstanding share of Class B common stock resulting in an aggregate of 6,900,000
of such shares being outstanding. The foregoing issuances were made pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act. Up to 900,000 of such shares were subject to forfeiture depending on the extent to which the IPO
underwriters’ over-allotment option was exercised.
On January 20, 2021,
we consummated the IPO of 27,600,000 units, which included the full exercise by the underwriters of the over-allotment option
to purchase 3,600,000 units, at $10.00 per unit, generating gross proceeds of $276,000,000. Each unit consists of one share of
Class A Common Stock, par value $0.0001 per share (“Class A common stock”), of the Company and one-half of one redeemable
warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share.
The securities issued in the IPO were registered under the Securities Act on a registration statements on Form S-1 (No. 333-251521
and 333-252110). The Securities and Exchange Commission (“SEC”) declared the registration statements effective on
January 14, 2021.
Simultaneously with
the closing of the IPO, we consummated the sale of an aggregate of 7,270,000 private placement warrants at a price of $1.00 per
warrant in a private placement to the sponsor and certain funds and accounts managed by the anchor investors. The private placement
warrants are identical to the warrants underlying the units sold in the IPO, except that the private placement warrants are not
transferable, assignable or salable until after the completion of our initial business combination, subject to certain limited
exceptions. Also, concurrently with the IPO, we issued to the anchor investors an aggregate of 790,384 shares of our Class B common
stock and cancelled a like number of shares of our Class B common stock owned by the sponsor. The foregoing issuances were made
pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The sale of the private placement
warrants and the Class B common stock generated gross proceeds of $7,270,000.
2
The shares of our
Class B common stock will automatically convert into shares of our Class A common stock on the first business day following the
completion of our initial business combination. In this Form 10-K, we sometimes refer to the shares of Class B common stock issued
to the sponsor and the anchor investors (and the shares of our Class A common stock that will be issued upon the automatic conversion
of the shares of our Class B common stock at the time of our initial business combination) as “founder shares” and
the holders of the founder shares as “initial stockholders.”
Of the gross proceeds
received from the IPO, the exercise of the over-allotment option and the sale of the private placement warrants and Class B common
stock, $276,000,000 was placed in a trust account located in the United States at JP Morgan Chase Bank NA, with Continental Stock
Transfer & Trust Company, acting as trustee (the “trust account”).
We paid a total of
$5,520,000 in underwriting discounts and commissions and $382,855 for other costs and expenses related to the IPO. In addition,
the underwriters agreed to defer $9,660,000 in underwriting discounts and commissions.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special Note Regarding Forward-Looking
Statements
All statements other
than statements of historical fact included in this Form 10-K including, without limitation, statements under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position,
business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used
in this Form 10-K, words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information
currently available to, the Company’s management. Actual results could differ materially from those contemplated by the
forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking
Statements,” “Item 1A. Risk Factors” and elsewhere in this Form 10-K.
The following discussion
and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited
financial statements and the notes related thereto which are contained in “Item 8. Financial Statements and Supplementary
Data”. Certain information contained in the discussion and analysis set forth below includes forward-looking statements
that involve risks and uncertainties.
Overview
We are a blank check
company formed under the laws of the State of Delaware on August 27, 2020, 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.
We intend to effectuate our business combination using cash from the proceeds of the IPO and the sale of the private placement
warrants, our capital stock, debt or a combination of cash, stock and debt.
We expect to continue
to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business
combination will be successful.
3
Results of Operations
We have neither engaged
in any operations nor generated any revenues to date. Our only activities since our inception through December 31, 2020 were organizational
activities, those necessary to prepare for the IPO, described below. We do not expect to generate any operating revenues until
after the completion of our initial business combination. We generate non-operating income in the form of interest income on cash
and cash equivalents held after the IPO. We incur expenses as a result of being a public company (for legal, financial reporting,
accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing a
business combination.
For the period from
August 27, 2020 (inception) through December 31, 2020, we had a net loss of $1,450, which consisted of formation and operating
expenses.
Liquidity and Capital Resources
As of December 31,
2020, we had no cash. Until the consummation of the IPO, our only source of liquidity was an initial purchase of common stock
by the sponsor and loans from the sponsor.
On January 20, 2021,
we consummated the IPO of 27,600,000 units, at a price of $10.00 per unit, which included the full exercise by the underwriters
of their over-allotment option in the amount of 3,600,000 units, generating gross proceeds of $276,000,000. Simultaneously with
the closing of the IPO, we consummated the sale of 7,270,000 private placement warrants to the sponsor and the anchor investors
at a price of $1.00 per warrant generating gross proceeds of $7,270,000.
Following
the IPO, the full exercise of the over-allotment option, and the sale of the private placement warrants, a total of $276,000,000
was placed in the trust account. We incurred $15,562,855 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000
of deferred underwriting fees and $382,855 of other offering costs.
We intend to use substantially
all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred
underwriting commissions and income taxes payable), to complete our business combination. To the extent that our capital stock
or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the
trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions
and pursue our growth strategies.
We intend to use the
funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective
target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives
or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete
a business combination.
In order
to fund working capital deficiencies or finance transaction costs in connection with a business combination, the sponsor or an
affiliate of the sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.
If we complete a business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us.
In the event that a 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 for such repayment. Up to $1,500,000 of such
loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant, at the option
of the lender. The warrants would be identical to the private placement warrants.
We do not believe
we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our
estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination
are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to
our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or
because we become obligated to redeem a significant number of our public shares upon consummation of our business combination,
in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance
with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination.
If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced
to cease operations and liquidate the trust account. In addition, following our business combination, if cash on hand is insufficient,
we may need to obtain additional financing in order to meet our obligations.
4
Off-Balance Sheet Financing Arrangements
We have no obligations,
assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020. We do not participate
in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable
interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not
entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments
of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any
long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
The underwriter of
our IPO is entitled to a deferred fee of $0.35 per unit, or $9,660,000 in the aggregate. The deferred fee will become payable
to the underwriter from the amounts held in the trust account solely in the event that we complete a business combination, subject
to the terms of the underwriting agreement.
Critical Accounting
Policies
The preparation of
financial statements and related disclosures in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.
Actual results could materially differ from those estimates. We have not identified any critical accounting policies.
Recent Accounting Standards
Management does not
believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on our financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Not required for smaller
reporting companies.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
This information appears
following Item 15 of this Form 10-K and is included herein by reference.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
5
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls
and Procedures
Disclosure controls
are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified
in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information
is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate
to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief
executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls
and procedures as of December 31, 2020, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our
Certifying Officers concluded that, as of December 31, 2020, our disclosure controls and procedures were effective.
We do not expect that
our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures,
no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are
resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all
disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we
have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also
is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Management’s Report on Internal
Controls Over Financial Reporting
This Form 10-K does
not include a report of management’s assessment regarding internal control over financial reporting or an attestation report
of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public
companies.
Changes in Internal Control over
Financial Reporting
There were no changes
in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
6
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Our officers and directors are as follows:
Name Age Position
Brian D. Finn 60 Chief Executive Officer, Secretary, Treasurer and Director
Stefan M. Selig 57 Director (Chairman)
Amy Salerno 45 Chief Financial Officer
Sam S. Potter 36 Vice President of Corporate Development
John Howard 68 Director
David J. Berkman 58 Director
Kim S. Fennebresque 70 Director
Brian D. Finn has
served as our Chief Executive Officer, Secretary and Treasurer and a member of our board of directors since our formation. Mr. Finn
has over 35 years of experience in the financial services industry as well as a variety of corporate and philanthropic board
roles. From 2008 until he retired in 2013, Mr. Finn served as Chairman and Chief Executive Officer of Asset Management Finance
Corp (AMF) and as a Senior Advisor to Credit Suisse. From 2004 to 2008, Mr. Finn was Chairman and Head of Alternative Investments
(AI) at Credit Suisse. During his tenure at Credit Suisse, the firm launched a series of alternative investment management firms,
including GSO (now Blackstone-GSO), Global Infrastructure Partners (partnership with General Electric), China Renaissance
Capital (China Private Equity), Gulf Capital (Middle East-North Africa PE), Mubadala Infrastructure Partners (Middle East
Infrastructure in partnership with Mubadala and GE), Ospraie Special Opportunities (Commodities PE), Hudson Clean Energy (Alternative
Energy PE) and Matlin Patterson (distressed). From 2002 to 2005, Mr. Finn held senior managements positions within Credit
Suisse, including President of Credit Suisse First Boston (CSFB), President of Investment Banking, Co-President of Institutional
Securities, CEO of Credit Suisse USA and a member of the Office of the Chairman of CSFB. He was also a member of the Executive
Board of Credit Suisse Group. Mr. Finn began his career in 1982 as a member of the Mergers & Acquisitions Group
(M&A) at The First Boston Corporation, ultimately becoming Co-Head of M&A in 1993. He has advised on dozens of transactions
worth well over $100 billion. In 1997, he joined the private equity firm Clayton, Dubilier & Rice as a partner and
then later rejoined Credit Suisse in 2002. Mr. Finn is a member of the boards of The Scotts Miracle-Gro Company and
Owl Rock Capital. He is currently Chairman of Star Mountain Capital, Chairman of Covr Financial Technologies, an Investment Partner
at Nyca Partners (fintech VC) as well as a board member of a number of early stage companies. He has previously been a Strategic
Advisor to KKR, member of the boards of Baxter International, Telemundo, MGM Pictures, and a number of other public and private
companies. Mr. Finn is past Chairman of the Undergraduate Executive Board of The Wharton School of the University of Pennsylvania,
Vice Chairman of the Board of the City Kids Foundation and a member of the Boards of the Intrepid Fallen Heroes Fund, the Gordon
A. Rich Memorial Foundation and the Starmar Foundation. Mr. Finn received a Bachelor of Science Degree in Economics from
The Wharton School of the University of Pennsylvania. We believe Mr. Finn is well-qualified to serve as a member of
our board of directors due to his extensive experience, relationships and contacts.
7
Stefan M. Selig has
served as a member of our board of directors (Chairman) since our formation. Mr. Selig is an accomplished banker and senior
executive who has served in prominent leadership roles in both the private and public sectors. During his nearly 30-year Wall
Street career, Mr. Selig built a reputation as a trusted counselor to his clients, and he is recognized for his experience
and judgment in providing strategic and financial advice to leading companies and investors. In 2017, Mr. Selig founded,
and has since served as Managing Partner of, BridgePark Advisors LLC to provide personalized strategic advice on a broad range
of critical business and financial issues and transaction execution to a select group of CEOs, boards of directors, and institutional
and high net worth investors. Mr. Selig served as President Obama’s Under Secretary of Commerce for International Trade
at the U.S. Department of Commerce from 2014 to 2016. As one of the nation’s most senior commercial diplomats, Mr. Selig
headed the International Trade Administration, a bureau of 2,200 trade and investment professionals in over 75 countries. Mr. Selig
also served as the Executive Director of the Travel and Tourism Advisory Board, sat on the board of directors of the Overseas
Private Investment Corporation (OPIC), the U.S. government’s development finance institution, was a Commissioner for the
Congressional Executive Commission on China, and was the Executive Director of the President’s Advisory Council on Doing
Business in Africa. Before joining the Obama Administration, Mr. Selig was at Bank of America Merrill Lynch from 1999 to
2014, most recently as the Executive Vice Chairman of Global Corporate & Investment Banking. At BAML, Mr. Selig built
and maintained critical relationships at the CEO and board level with important clients of the bank. He previously served as Vice
Chairman of Global Investment Banking and Global Head of Mergers & Acquisitions with responsibilityfor Global Technology,
Media and Telecommunications and Global Financial Sponsors Groups; Chairman, Fairness Opinion Review Committee, and Member of
Risk and Reputation and New York Market Committees. Prior to joining Bank of America, Mr. Selig held various senior investment
banking positions, including Co-Head of Mergers & Acquisitions for UBS Securities. He began his investment banking career
in the Mergers & Acquisitions Group at The First Boston Corporation in 1984, and subsequently was an original member of Wasserstein
Perella & Co. Mr. Selig currently serves as a director of a number of public and private companies including: Tuscan
Holdings Corp. (Nasdaq: THCB), a blank check company searching for an initial business combination; Simon Property Group (NYSE:
SPG), an S&P 100 company and a global leader in the ownership of premier shopping, dining, entertainment, and mixed-use destinations;
Entercom Communications Corp. (NYSE: ETM), one of the top two radio broadcasters in the U.S., reaching more than 100 million
people weekly via its 235 radio stations and its digital platforms and live events. Mr. Selig also serves as lead director
of Safehold Inc. (NYSE: SAFE), which acquires, owns, manages and capitalizes ground net leases and of Drive DeVilibiss Healthcare,
a leading manufacturer of medical products controlled by Clayton, Dubilier & Rice. He is a member of the Council on Foreign
Relations, The Economic Club of New York, the Bretton Woods Committee and the Atlantic Council Councilors Program. Mr. Selig
is a graduate received a B.A. from Wesleyan University and an MBA from Harvard Business School. We believe Mr. Selig is well-qualified to
serve as a member of our board of directors due to his extensive experience, relationships and contacts.
Amy Salerno has
served as our Chief Financial Officer since September 2020.From 2016 to 2020, Ms. Salerno served
as the Chief Financial Officer and Chief Operating Officer of Covr Financial Technologies, a leading insurance technology firm,
where she is currently a member of its Board of Directors. Since retiring from her executive positions with Covr, she has been
a private advisor and consultant. Prior to Covr, she was the Chief Operating Officer of Pioneer Wealth Partners, a multi-family office
and wealth advisory boutique catering to high-net worth families, from 2009 to 2016. Previous operational management roles
include Greentech Capital Advisors where she was a Principal in the operations and business development area from 2008 to 2009
and BroadStreet Capital Partners where she was Head of Operations from 2005 to 2009. Ms. Salerno began her career in 1997
at Lehman Brothers in the structured products origination and mortgage backed securities groups. Ms. Salerno received a B.A.
in Economics with Distinction from Cornell University and an M.B.A. from the Tuck School of Business at Dartmouth.
8
Sam S. Potter has
served as our Vice President of Corporate Development since September 2020. Mr. Potter has been serving as Managing Member
of BMB Capital, a financial consulting firm he founded, since November 2019. Mr. Potter has also been serving as the Vice
President of Corporate Development for WVC Holdings, an early-stage investment firm, starting in November 2016 at its predecessor
Wolf Venture Capital. From April 2015 to September 2016, Mr. Potter served as Vice President of Finance at Ebbu, an early-stage hemp
and cannabis research company, and from June 2014 to April 2015, he was a consultant to GoHydrate, a direct-to-consumer beverage
company. Previously, Mr. Potter served as an investment professional in Ares Management’s Direct Lending business from
2010 to 2014. Mr. Potter started his career in 2007 at Deutsche Bank in the Global Industrials Group. Mr. Potter received
a B.S. from the Kelley School of Business at Indiana University.
John D. Howard has
served as a member of our board of directors since our formation. Mr. Howard has served as the founder and Co-Managing Partner
of Irving Place Capital, an investment firm, since its formation in 1997. Mr. Howard has 35 years of private equity
investing experience in the consumer products, retail, and industrial industries. Prior to founding Irving Place Capital (as Bear
Stearns Merchant Banking), he was the co-Chief Executive Officer of Vestar Capital Partners, a private investment firm specializing
in management buyouts. Previously, Mr. Howard was a Senior Vice President and Partner of Wesray Capital Corporation, one
of the foremost private equity sponsors and a pioneer in the leveraged buyout business. His board experience includes Bendon, New York &
Company, rag & bone, AERO SAFETY, Aéropostale, Dots, Integrated
Circuit Systems, Multi Packaging Solutions, Nice-Pak Holdings, NRT Incorporated, Safety 1st, Seven
For All Mankind, Standard Holdings, Stuart Weitzman, Universal Hospital Services, Vitamin Shoppe. Mr. Howard
is also the non-executive Chairman of the Board of Bright Lights Acquisition Corp., a blank check company like our company
that completed its initial public offering in January 2021 raising $200 million. Mr. Howard received a BA from Trinity
College and an MBA from Yale School of Management. We believe Mr. Howard is well-qualified to serve as a member of our
board of directors due to his extensive experience, relationships and contacts.
David J. Berkman has
served as a member of our board of directors since October 2020. Since January 2000, Mr. Berkman has served as the Managing
Partner of Associated Partners, LP, a private equity firm primarily engaged in telecommunications infrastructure operations and
investments. He serves on the boards (or equivalent bodies) of Hamilton Lane Inc. (NASDAQ: HLNE), Entercom Communications Corp.
(NYSE: ETM), as Lead Director, and on its audit, compensation (Chair), nominating/corporate governance and executive committees,
Franklin Square Holdings, LP and Chemimage, Inc. and on the advisory committee of First Round Capital, a venture firm. Mr. Berkman
also serves on the board of overseers of the University of Pennsylvania School of Engineering and Applied Science. He previously
served on the boards of Actua Corporation until 2018 and Diamond Resorts International, Inc. until 2016. He received a B.S. in
Economics from the Wharton School of the University of Pennsylvania. We believe Mr. Berkman is well-qualified to serve
as a member of our board of directors due to his extensive experience in private markets, in the start-up and operation of
various platforms, as well as his long-standing service on other public company boards. Additionally, we believe his insight
in the areas of corporate finance, financial reporting, and accounting and controls will be valuable to our board.
9
Kim S. Fennebresque has
served as a member of our board of directors since October 2020. Mr. Fennebresque has served as a senior advisor to Cowen
Group Inc., a diversified financial services firm, since 2008, where he also served as its chairman, president and chief executive
officer from 1999 to 2008. Mr. Fennebresque serves on the board of directors of Albertsons Companies, a grocery retailer,
since March 2015, Ally Financial Inc. (NYSE: ALLY), a financial services company, since May 2009, BlueLinx Holdings Inc. (NYSE:
BXC), a distributor of building products, since May 2013, and as its Chairperson since May 2016. Mr. Fennebresque has served
as a member of the Supervisory Board of BAWAG P.S.K., one of Austria’s largest banks, since 2017, and as Deputy Chairman
since 2019. Mr. Fennebresque previously served as a director of Ribbon Communications Inc. (NASDAQ: RBBN), a provider of
network communications solutions, from October 2017 to February 2020, and as a director of Delta Tucker Holdings, Inc. (the parent
of DynCorp International, a provider of defense and technical services and government outsourced solutions) from May 2015 to July
2017. From 2010 to 2012, Mr. Fennebresque served as chairman of Dahlman Rose & Co., LLC, an investment bank. He has also
served as head of the corporate finance and mergers and acquisitions departments at UBS and was a general partner and co-head of
investment banking at Lazard Frères & Co. He has also held various positions at First Boston Corporation, an investment
bank acquired by Credit Suisse. Mr. Fennebresque received a B.A. from Trinity College and a J.D. from Vanderbilt Law School
where he was Associate Editor of the Law Review. We believe Mr. Fennebresque is well-qualified to serve as a member
of our board of directors due to his extensive experience as a director of several public companies and history of leadership
in the financial services industry.
Number and terms of office of officers
and directors
Our board of directors
is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those
directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the NYSE
corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end
following our listing on the NYSE. The term of office of the first class of directors, consisting of Kim S. Fennebresque, expires
at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of John D. Howard
and David J. Berkman, expires at our second annual meeting of the stockholders. The term of office of the third class of directors,
consisting of Brian D. Finn and Stefan M. Selig, expires at our third annual meeting of stockholders. We may not hold an annual
meeting of stockholders until after we complete our initial business combination.
Our officers are appointed
by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our
board of directors is authorized to nominate persons to the offices set forth in our amended and restated certificate of incorporation
as it deems appropriate.
Director Independence
NYSE
listing standards require that a majority of our board of directors be independent. An “independent director” is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent
judgment in carrying out the responsibilities of a director. Our board of directors has determined that John D. Howard, Kim S.
Fennebresque and David J. Berkman are “independent directors” as defined in the NYSE listing standards and applicable
SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Any
affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Our board of
directors will review and approve all affiliated transactions with any interested director abstaining from such review and approval.
Committees of the Board of Directors
We have three standing
committees: an audit committee, a nominating committee, and a compensation committee. Each such committee is composed of solely
independent directors.
10
Audit Committee
On
January 14, 2021, we established an audit committee of the board of directors, which consists of John D. Howard, Kim S. Fennebresque
and David J. Berkman, each of whom is an independent director under the NYSE’s listing standards. The audit committee’s
duties, which are specified in our audit committee charter, include, but are not limited to:
● reviewing and approving our annual audit plan;
● appointing or replacing the independent registered public accounting firm;
● monitoring our environmental sustainability and governance practices;
● reviewing any material related party transactions; and
Financial
Expert on Audit Committee
The
board of directors has determined that Mr. Fennebresque qualifies as an “audit committee financial expert” as defined
under rules and regulations of the SEC.
Corporate
Governance and Nominating Committee
On
January 14, 2021, we established a corporate governance and nominating committee of the board of directors, which consists of
John D. Howard, Kim S. Fennebresque and David J. Berkman, each of whom is an independent director under the NYSE’s listing
standards. The corporate governance and nominating committee’s duties, which are specified in our corporate governance and
nominating committee charter, include, but are not limited to:
11
● considering director nominees recommended by stockholders; and
Guidelines
for Selecting Director Nominees
The guidelines for
selecting director nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:
Each year in connection
with the nomination of candidates for election to the board of directors, the corporate governance and nominating committee will
evaluate the background of each candidate, including candidates that may be submitted by our stockholders.
12
Compensation
Committee
On
January 14, 2021, we established a compensation committee of the board of directors, which consists of John D. Howard, Kim S.
Fennebresque and David J. Berkman, each of whom is an independent director under the NYSE’s listing standards. Mr. Howard
serves as the chairman of the compensation committee. The compensation committee’s duties, which are specified in our compensation
committee charter, include, but are not limited to:
● approving any employment or severance agreements with our Section 16 Officers;