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Delaware
(State or other jurisdiction of incorporation or organization) |
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6770
(Primary Standard Industrial Classification Code Number) |
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85-4357324
(I.R.S. Employer Identification Number) |
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Copies to:
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Raphael M. Russo, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 (212) 373-3000 |
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Joel L. Rubinstein, Esq.
Elliott M. Smith, Esq. White & Case LLP 1221 Avenue of the Americas New York, New York 10020 (212) 819-7200 |
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Large accelerated filer
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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Emerging growth company
☒
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Title of Each Class of
Security Being Registered |
| | |
Amount Being
Registered |
| | |
Proposed Maximum
Offering Price per Security(1) |
| | |
Proposed Maximum
Aggregate Offering Price(1) |
| | |
Amount of
Registration Fee |
| |||||||||
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant(2)
|
| | |
23,000,000 Units
|
| | | | $ | 10.00 | | | | | | $ | 230,000,000 | | | | | | $ | 25,093 | | |
Shares of Class A common stock included as part of the units(3)(4)
|
| | |
23,000,000 Shares
|
| | |
—
|
| | |
—
|
| | |
—(5)
|
| |||||||||
Redeemable warrants included as part of the units(3)(4)
|
| | |
11,500,000 Warrants
|
| | |
—
|
| | |
—
|
| | |
—(5)
|
| |||||||||
Total | | | | | | | | | | | | | | | | $ | 230,000,000 | | | | | | $ | 25,093 | | |
| | | | | 1 | | | |
| | | | | 31 | | | |
| | | | | 65 | | | |
| | | | | 66 | | | |
| | | | | 71 | | | |
| | | | | 72 | | | |
| | | | | 74 | | | |
| | | | | 75 | | | |
| | | | | 81 | | | |
| | | | | 109 | | | |
| | | | | 123 | | | |
| | | | | 126 | | | |
| | | | | 129 | | | |
| | | | | 146 | | | |
| | | | | 155 | | | |
| | | | | F-1 | | |
| | |
December 31,
2020 |
| |||
| | |
Actual
|
| |||
Balance Sheet Data: | | | | | | | |
Working capital (deficiency)
|
| | | $ | (41,000) | | |
Total assets
|
| | | $ | 90,000 | | |
Total liabilities
|
| | | $ | 66,000 | | |
Stockholders’ equity
|
| | | $ | 24,000 | | |
| | |
Without Option to
Purchase Additional Units |
| |
Option to Purchase
Additional Units Exercised in Full |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 200,000,000 | | | | | $ | 230,000,000 | | |
Gross proceeds from private placement warrants offered in the private placements
|
| | | | 6,000,000 | | | | | | 6,600,000 | | |
Total gross proceeds
|
| | | $ | 206,000,000 | | | | | $ | 236,600,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 4,000,000 | | | | | $ | 4,600,000 | | |
Legal fees and expenses
|
| | | | 300,000 | | | | | | 300,000 | | |
Printing and engraving expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Accounting fees and expenses
|
| | | | 30,000 | | | | | | 30,000 | | |
SEC expenses
|
| | | | 25,093 | | | | | | 25,093 | | |
FINRA expenses
|
| | | | 35,000 | | | | | | 35,000 | | |
Travel and road show
|
| | | | 10,000 | | | | | | 10,000 | | |
Directors and officers insurance premiums
|
| | | | 150,000 | | | | | | 150,000 | | |
NYSE listing and filing fees
|
| | | | 85,000 | | | | | | 85,000 | | |
Miscellaneous expenses(4)
|
| | | | 224,907 | | | | | | 224,907 | | |
Total estimated offering expenses (other than underwriting commissions)
|
| | | | 900,000 | | | | | | 900,000 | | |
Proceeds after estimated offering expenses
|
| | | $ | 201,100,000 | | | | | $ | 231,100,000 | | |
Held in trust account(3)
|
| | | $ | 200,000,000 | | | | | $ | 230,000,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account
|
| | | $ | 1,100,000 | | | | | $ | 1,100,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel and other expenses in connection with any
business combination(6) |
| | | $ | 200,000 | | | | | | 18.2% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 180,000 | | | | | | 16.4 | | |
Payment for office space and administrative and support services
|
| | | | 480,000 | | | | | | 43.6 | | |
Reserve for liquidation expenses
|
| | | | 100,000 | | | | | | 9.1 | | |
NYSE continued listing fees
|
| | | | 85,000 | | | | | | 7.7 | | |
Working capital to cover miscellaneous expenses (including
franchise taxes net of anticipated interest income) |
| | | | 55,000 | | | | | | 5.0 | | |
Total
|
| | | $ | 1,100,000 | | | | | | 100.0% | | |
| | |
No exercise of
over- allotment opItion |
| |
Exercise of
over- allotment option in full |
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book value before this offering
|
| | | | (0.01) | | | | | | (0.01) | | |
Increase attributable to public stockholders and sale of private placement warrants
|
| | | | 9.19 | | | | | | 9.29 | | |
Pro forma net tangible book value after this offering and the sale of the
private placement warrants |
| | | $ | 0.82 | | | | | $ | 0.72 | | |
Dilution to public stockholders
|
| | | $ | 9.18 | | | | | $ | 9.28 | | |
Percentage of dilution to new investors
|
| | | | 91.8% | | | | | | 92.8% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
per Share |
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| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Initial Stockholders(1)(2)
|
| | | | 5,000,000 | | | | | | 20.00% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.0043 | | |
Public Stockholders
|
| | | | 20,000,000 | | | | | | 80.00% | | | | | | 200,000,000 | | | | | | 99.99% | | | | | $ | 10.000 | | |
| | | | | 25,000,000 | | | | | | 100.00% | | | | | $ | 200,025,000 | | | | | | 100.00% | | | | | | | | |
| | |
Number
|
| |||
Numerator: | | | | | | | |
Net tangible book value (deficit) before this offering
|
| | | $ | (41,000) | | |
Proceeds from this offering and sale of the private placement warrants, net of expenses
|
| | | | 201,100,000 | | |
Plus: Offering costs accrued for and paid in advance, excluded from tangible book value before this offering
|
| | | | 65,000 | | |
Less: deferred underwriters’ commissions payable
|
| | | | (7,000,000) | | |
Less: amount of Class A common stock subject to redemption to maintain net
tangible assets of at least $5,000,001 |
| | | | (189,123,990) | | |
| | | | $ | 5,000,010 | | |
Denominator: | | | | | | | |
Shares of Class B common stock outstanding prior to this offering
|
| | | | 5,750,000 | | |
Shares forfeited if option to purchase additional units is not exercised
|
| | | | (750,000) | | |
Shares of Class A common stock included in the units offered
|
| | | | 20,000,000 | | |
Less: shares subject to redemption to maintain net tangible assets of $5,000,001
|
| | | | (18,912,399) | | |
| | | | | 6,087,601 | | |
| | |
December 31, 2020
|
| |||||||||
| | |
Actual
|
| |
As Adjusted
|
| ||||||
Deferred underwriting commissions
|
| | | $ | — | | | | | $ | 7,000,000 | | |
Class A common stock, subject to redemption(2)
|
| | | | — | | | | | | 189,123,990 | | |
Stockholders’ equity (deficit): | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized (actual);
1,000,000 shares authorized (as adjusted); no shares issued or outstanding (actual and as adjusted) |
| | | | — | | | | | | — | | |
Common Stock | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value, 200,000,000 shares authorized (actual and as adjusted); no shares issued or outstanding (actual); 1,087,6012) shares issued and outstanding (excluding 18,912,399 shares subject to redemption) (as adjusted)
|
| | | | — | | | | | | 109 | | |
Class B common stock, $0.0001 par value, 20,000,000 shares authorized
(actual and as adjusted); 5,750,000(3) shares issued and outstanding (actual); 5,000,000(3) shares issued and outstanding (as adjusted) |
| | | | 575 | | | | | | 500 | | |
Additional paid-in capital(4)
|
| | | | 24,425 | | | | | | 5,000,401 | | |
Accumulated deficit
|
| | | | (1,000) | | | | | | (1,000) | | |
Total stockholders’ equity
|
| | | | 24,000 | | | | | | 5,000,010 | | |
Total capitalization
|
| | | $ | 24,000 | | | | | $ | 201,124,000 | | |
|
Type of Transaction
|
| |
Whether Stockholder
Approval is Required |
|
| Purchase of assets | | |
No
|
|
| Purchase of stock of target not involving a merger with the company | | |
No
|
|
| Merger of target into a subsidiary of the company | | |
No
|
|
| Merger of the company with a target | | |
Yes
|
|
| | |
Redemptions in Connection with
Our Initial Business Combination |
| |
Other Permitted Purchases of
Public Shares by Our Affiliates |
| |
Redemptions if We Fail to
Complete Our Initial Business Combination |
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions. | | | If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per public share), including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. | |
| | |
Redemptions in Connection with
Our Initial Business Combination |
| |
Other Permitted Purchases of
Public Shares by Our Affiliates |
| |
Redemptions if We Fail to
Complete Our Initial Business Combination |
|
| | | take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. | | | | | | | |
Impact to remaining stockholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | |
If the permitted purchases described above are made, there will be no impact to our remaining stockholders because the purchase price would not be paid by us.
|
| | | |
| | |
Terms of Our Offering
|
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Terms Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. | | | At least $170,100,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | $200,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of | |
| | |
Terms of Our Offering
|
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Terms Under a Rule 419 Offering
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| | | U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. | | | the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds
|
| | Interest on proceeds from the trust account to be paid to stockholders is reduced by: (1) any taxes paid or payable; and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target business
|
| | 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 permitted, and excluding the amount of any deferred underwriting discount). | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued
|
| | The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless BMO Capital Markets Corp. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ option to purchase additional units is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ option to purchase additional units. | | | No trading of the units or the underlying common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months | | | The warrants could be exercised prior to the completion of a business combination, but securities | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | from the closing of this offering. | | | received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor
|
| | We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business combination, including interest, which interest shall be net of taxes payable, in connection with our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rules to hold a stockholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a stockholder vote, we will, pursuant to our second amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Additionally, each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. | | | | |
Business combination deadline
|
| | If we have not completed an initial business combination within 24 months from the closing of this offering or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
Release of funds
|
| | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our second amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect a business combination within the allotted time. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law. | | | | |
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote
|
| | If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our second amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | | | Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. | |
Tendering stock certificates in connection with a tender offer or redemption rights
|
| | We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders or up to two business days prior to the scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. | | | | |
Name
|
| |
Age
|
| |
Title
|
|
Brendan T. O’Donnell | | |
33
|
| | Chief Executive Officer | |
Nicholas S. Schorsch, Jr. | | |
35
|
| | President | |
Joseph Marnikovic | | |
47
|
| | Chief Financial Officer and Treasurer | |
Michael R. Anderson | | |
32
|
| | General Counsel and Secretary | |
Nicholas S. Schorsch | | |
59
|
| | Chairman of the Board of Directors | |
Edward M. Weil, Jr. | | |
53
|
| | Director Nominee | |
Leslie D. Michelson | | |
69
|
| | Director Nominee | |
M. Therese Antone | | |
81
|
| | Director Nominee | |
Nicholas Radesca | | |
55
|
| | Director Nominee | |
Name of Individual
|
| |
Entity Name
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Brendan T. O’Donnell | | | Coastal Extreme Brewing Co, LLC | | | Craft Brewing and Distilling | | | Chief Executive Officer | |
Nicholas S. Schorsch, Jr.
|
| | Bellevue Capital Partners, LLC | | | Diversified Holding Company | | | Chief Operating Officer | |
| | | AR Global Investments, LLC | | | Commercial Real Estate Asset Management | | | Chief Operating Officer | |
| | | Audrain Automobile Museum | | | Automotive Museum | | | Director | |
Joseph Marnikovic | | | Bellevue Capital Partners, LLC | | | Diversified Holding Company | | | Chief Financial Officer | |
| | | AR Global Investments, LLC | | | Commercial Real Estate Asset Management | | | Chief Financial Officer | |
Michael R. Anderson | | | Bellevue Capital Partners, LLC | | | Diversified Holding Company | | |
Chief Corporate Counsel
|
|
| | | AR Global Investments, LLC | | | Commercial Real Estate Asset Management | | |
Chief Corporate Counsel
|
|
| | | GNL Canadian Services Co. | | | Canadian Real Estate Service Company | | | Director | |
Name of Individual
|
| |
Entity Name
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| | | ARG WRFBRIT001 S.r.l. | | | Real Estate Holding Company | | | Director | |
| | |
ARC DDLONUK, Ltd.
|
| |
European Asset Manager
|
| | Director | |
Nicholas S. Schorsch | | | Bellevue Capital Partners, LLC | | | Diversified Holding Company | | | Chairman and Managing Member | |
| | | ARC Real Estate Partners, LLC | | | Real Estate Holding Company | | | Managing Member | |
| | | Audrain Automobile Museum | | | Automotive Museum | | | President, Director | |
| | | A.P. 51, LLC | | | Automotive Chemical | | | Managing Member, | |
| | | | | | Manufacturing | | | Director | |
| | | S-5 Management, LLC | | | Diversified Holding Company | | | Manager | |
Edward M. Weil, Jr. | | | Bellevue Capital Partners, LLC | | | Diversified Holding Company | | | Member | |
| | | ARC Real Estate Partners, LLC | | | Real Estate Holding Company | | | Member | |
| | | AR Global Investments, LLC | | | Commercial Real Estate Asset Management | | | Chief Executive Officer | |
| | | Audrain Automobile Museum | | | Automotive Museum | | | Director | |
| | | 1639 Ventures, LLC | | | Diversified Holding Company | | | Manager | |
| | | American Finance Trust, Inc. | | | Net Lease REIT | | | Chairman, Chief Executive Officer | |
| | | New York City REIT, Inc. | | | NYC REIT | | | Chairman, Chief Executive Officer | |
| | | Healthcare Trust, Inc. | | | Healthcare REIT | | | Director, Chief Executive Officer | |
| | | Global Net Lease, Inc. | | | Global Net Lease REIT | | | Director | |
Leslie D. Michelson | | | Private Health Management | | |
Healthcare Management
|
| | Executive Chairman and Director | |
| | | Business Development Corporation of America | | | Business Development Company | | | Lead Independent Director | |
| | | Healthcare Trust, Inc. | | | Healthcare REIT | | | Non-Executive Chairman | |
| | | American Finance Trust, Inc. | | | Net Lease REIT | | | Director | |
| | | Michelson on Medicine, LLC | | |
Healthcare Management
|
| | Chief Executive Officer and Director | |
| | | Franklin BSP Capital Corporation | | |
Investment Management
|
| | Director | |
M. Therese Antone | | | Salve Regina University | | | Education | | | Chancellor | |
| | | Global Net Lease, Inc. | | | Global Net Lease REIT | | | Director | |
| | | Newport Hospital Foundation | | | Charitable | | | Director | |
Name of Individual
|
| |
Entity Name
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| | | Sisters of Mercy Investment Services | | |
Investment Management
|
| | Director | |
| | | Davis Educational Foundation | | | Education | | | Director | |
Nicholas Radesca | | | Affordable Housing Committee of Jamestown, RI | | | Municipal Committee | | | Member | |
| | | Rhode Island Tutorial & Educational Services | | | Charitable | | | Treasurer | |
| | |
Number of
Shares Beneficially Owned(2) |
| |
Approximate Percentage of
Outstanding Common Stock |
| ||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Before
Offering |
| |
After
Offering(2) |
| ||||||||||||
G&P Sponsor, LLC (our sponsor)(3)
|
| | | | 5,000,000 | | | | | | % | | | | | | % | | |
Brendan T. O’Donnell
|
| | | | | | | | | | | | | | | | | | |
Nicholas S. Schorsch, Jr.
|
| | | | | | | | | | | | | | | | | | |
Joseph Marnikovic
|
| | | | | | | | | | | | | | | | | | |
Michael R. Anderson
|
| | | | | | | | | | | | | | | | | | |
Nicholas S. Schorsch(3)
|
| | | | 5,000,000 | | | | | | | | | | | | | | |
Edward M. Weil, Jr.(3)
|
| | | | | | | | | | | | | | | | | | |
Leslie D. Michelson
|
| | | | | | | | | | | | | | | | | | |
M. Therese Antone
|
| | | | | | | | | | | | | | | | | | |
Nicholas Radesca
|
| | | | | | | | | | | | | | | | | | |
All directors and executive officers as a group (9 individuals)
|
| | | | 5,000,000 | | | | | | % | | | | | | % | | |
Redemption Date
(period to expiration of warrants) |
| |
Fair Market Value of Class A Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
| |||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriter
|
| |
Number of Units
|
| |||
BMO Capital Markets Corp.
|
| | | | | | |
| | | | | | | |
Total
|
| | | | 20,000,000 | | |
| | |
Payable by G&P Acquisition Corp.
|
| |||||||||
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Unit(1)
|
| | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 11,000,000 | | | | | $ | 12,650,000 | | |
| | |
Page
|
| |||
Audited Financial Statements of G&P Acquisition Corp.: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| ASSETS | | | | | | | |
|
Current assets – cash
|
| | | $ | 25,000 | | |
|
Deferred offering costs
|
| | | | 65,000 | | |
|
Total Assets
|
| | | $ | 90,000 | | |
| LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | |
| Current Liabilities: | | | | | | | |
|
Advances from related party
|
| | | $ | 1,000 | | |
|
Accrued offering costs
|
| | | | 65,000 | | |
|
Total Current Liabilities
|
| | | | 66,000 | | |
| Commitments and contingencies | | | | | | | |
| Stockholder’s Equity: | | | | | | | |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued
and outstanding(1) |
| | | | 575 | | |
|
Additional paid-in capital
|
| | | | 24,425 | | |
|
Accumulated deficit
|
| | | | (1,000) | | |
|
Total Stockholder’s Equity
|
| | | | 24,000 | | |
|
Total Liabilities and Stockholder’s Equity
|
| | |
$
|
90,000
|
| |
|
Formation costs
|
| | | $ | 1,000 | | |
|
Net loss
|
| | | $ | (1,000) | | |
|
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 5,000,000 | | |
|
Basic and diluted net loss per common share
|
| | | $ | (0.00) | | |
| | |
Class B Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance, December 16, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor(1)
|
| | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | | | | | (1,000) | | |
Balance, December 31, 2020
|
| | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (1,000) | | | | | $ | 24,000 | | |
| Cash flows from operating activities: | | | | | | | |
|
Net loss
|
| | | $ | (1,000) | | |
|
Adjustment to reconcile net loss to net cash used in operating activities:
|
| | | | | | |
|
Formation costs paid by related party
|
| | | | 1,000 | | |
|
Net cash used in operating activities
|
| | | | — | | |
| Cash flows from financing activities: | | | | | | | |
|
Proceeds from issuance of Class B common stock to Sponsor
|
| | | | 25,000 | | |
|
Net cash provided by financing activities
|
| | | | 25,000 | | |
|
Net change in cash
|
| | | | 25,000 | | |
|
Cash at beginning of period
|
| | | | — | | |
|
Cash at end of period
|
| | | $ | 25,000 | | |
| Non-cash financing activities: | | | | | | | |
|
Deferred offering costs included in accrued offering costs
|
| | | $ | 65,000 | | |
|
Formation costs paid by related party
|
| | | $ | 1,000 | | |
|
SEC expenses
|
| | | $ | 25,093 | | |
|
FINRA expenses
|
| | | | 35,000 | | |
|
Accounting fees and expenses
|
| | | | 30,000 | | |
|
Printing and engraving expenses
|
| | | | 40,000 | | |
|
Travel and road show expenses
|
| | | | 10,000 | | |
|
Directors and officers insurance premiums(1)
|
| | | | 150,000 | | |
|
Legal fees and expenses
|
| | | | 300,000 | | |
|
NYSE listing and filing fees
|
| | | | 85,000 | | |
|
Miscellaneous
|
| | | | 224,907 | | |
|
Total
|
| | | $ | 900,000 | | |
|
Exhibit
|
| |
Description
|
|
| 1.1* | | | Form of Underwriting Agreement | |
| 3.1 | | | | |
| 3.2 | | | | |
| 3.3 | | | | |
| 4.1 | | | | |
| 4.2 | | | | |
| 4.3 | | | | |
| 4.4 | | | | |
| 5.1 | | | | |
| 10.1 | | | | |
| 10.2 | | | | |
| 10.3 | | | | |
| 10.4 | | | | |
| 10.5 | | | | |
| 10.6 | | | Form of Private Placement Warrants Purchase Agreement between the Registrant and our sponsor | |
| 10.7 | | | | |
| 10.8 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 24 | | | |
|
Exhibit
|
| |
Description
|
|
| 99.1 | | | | |
| 99.2 | | | | |
| 99.3 | | | | |
| 99.4 | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Brendan T. O’Donnell
Name: Brendan T. O’Donnell
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| |
February 12, 2021
|
|
|
/s/ Joseph Marnikovic
Name: Joseph Marnikovic
|
| |
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |
| |
February 12, 2021
|
|
|
/s/ Nicholas S. Schorsch
Name: Nicholas S. Schorsch
|
| |
Director
|
| |
February 12, 2021
|
|