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Delaware
(State or other jurisdiction of incorporation or organization) |
| |
6199
(Primary Standard Industrial Classification Code Number) |
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85-2568803
(I.R.S. Employer Identification Number) |
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Christopher M. Zochowski
David A. Sakowitz Bradley A. Noojin Winston & Strawn LLP 200 Park Avenue New York, New York 10166 Tel: (212) 294-6700 |
| |
Douglas S. Ellenoff
Stuart Neuhauser Joshua N. Englard Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Tel: (212) 370-1300 |
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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, par value $0.0001 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)
|
| | |
23,000,000 Shares
|
| | |
—
|
| | |
—
|
| | |
(4)
|
|
Redeemable warrants included as part of the units(3)
|
| | |
11,500,000 Warrants
|
| | |
—
|
| | |
—
|
| | |
(4)
|
|
Total
|
| | | | | | | | | | |
$230,000,000
|
| | |
$25,093(5)
|
|
| | |
Per Unit
|
| |
Total
|
| ||||||
Public offering price | | | | $ | 10.00 | | | | | $ | 200,000,000 | | |
Underwriting discounts and commissions(1) | | | | $ | 0.55 | | | | | $ | 11,000,000 | | |
Proceeds, before expenses, to us | | | | $ | 9.45 | | | | | $ | 189,000,000 | | |
| | | | | | Page | | |
| | | | | 1 | | | |
| | | | | 13 | | | |
| | | | | 32 | | | |
| | | | | 33 | | | |
| | | | | 63 | | | |
| | | | | 64 | | | |
| | | | | 67 | | | |
| | | | | 68 | | | |
| | | | | 70 | | | |
| | | | | 71 | | | |
| | | | | 76 | | | |
| | | | | 106 | | | |
| | | | | 117 | | | |
| | | | | 120 | | | |
| | | | | 122 | | | |
| | | | | 137 | | | |
| | | | | 144 | | | |
| | | | | 150 | | | |
| | | | | 150 | | | |
| | | | | 150 | | | |
|
INDEX TO FINANCIAL STATEMENTS
|
| | | | F-1 | | |
| | |
As of September 30, 2020
(Unaudited) |
| |
As of
August 17, 2020 (Audited) |
| ||||||||||||
| | |
Actual
|
| |
As Adjusted
|
| ||||||||||||
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |
Working capital (deficiency)(1)
|
| | | $ | (117,660) | | | | | $ | 194,124,000 | | | | | $ | (26,000) | | |
Total assets(2)
|
| | | $ | 166,660 | | | | | $ | 201,124,000 | | | | | $ | 75,000 | | |
Total liabilities(3)
|
| | | $ | 142,660 | | | | | $ | 7,000,000 | | | | | $ | 51,000 | | |
Value of Class A common stock subject to possible redemption(4)
|
| | | | — | | | | | | 189,123,999 | | | | | | — | | |
Stockholders’ equity(5)
|
| | | $ | 24,000 | | | | | $ | 5,000,001 | | | | | $ | 24,000 | | |
| | |
Without
Over-allotment Option |
| |
Over-allotment
Option Exercised |
| ||||||
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 placement
|
| | | $ | 5,750,000 | | | | | $ | 5,750,000 | | |
Total gross proceeds
|
| | | $ | 205,750,000 | | | | | $ | 235,750,000 | | |
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
|
| | | | 275,000 | | | | | | 275,000 | | |
Accounting fees and expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
SEC/FINRA expenses
|
| | | | 64,854 | | | | | | 64,854 | | |
NYSE listing and filing fees
|
| | | | 100,000 | | | | | | 100,000 | | |
Directors and officers insurance
|
| | | | 100,000 | | | | | | 100,000 | | |
Printing and engraving expenses
|
| | | | 35,000 | | | | | | 35,000 | | |
Miscellaneous
|
| | | | 35,146 | | | | | | 35,146 | | |
Total offering expenses (other than underwriting commissions)
|
| | | $ | 650,000 | | | | | $ | 650,000 | | |
Proceeds after offering expenses
|
| | | $ | 201,100,000 | | | | | $ | 230,500,000 | | |
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 | | | | | $ | 500,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel and other expenses in connection with any
business combination(5) |
| | | $ | 500,000 | | | | | | 45% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 100,000 | | | | | | 9% | | |
Payment for office space, utilities, administrative and support services
|
| | | | 240,000 | | | | | | 22% | | |
NYSE and other regulatory fees
|
| | | | 150,000 | | | | | | 14% | | |
Working capital to cover miscellaneous expenses
|
| | | | 110,000 | | | | | | 10% | | |
Total
|
| | | $ | 1,100,000 | | | | | | 100% | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.02) | | | | | | (0.02) | | |
Increase attributable to public stockholders
|
| | | | 0.84 | | | | | | 0.73 | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| | | | 0.82 | | | | | | 0.71 | | |
Dilution to public stockholders
|
| | | $ | 9.18 | | | | | $ | 9.29 | | |
Percentage of dilution to public stockholders
|
| | | | 91.8% | | | | | | 92.9% | | |
| | |
Purchased
|
| |
Total Consideration
|
| |
Average
Price Per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Initial Stockholders(1)
|
| | | | 5,000,000 | | | | | | 20.00% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.005 | | |
Public Stockholders
|
| | | | 20,000,000 | | | | | | 80.00% | | | | | $ | 200,000,000 | | | | | | 99.99% | | | | | $ | 10.00 | | |
| | | | | 25,000,000 | | | | | | 100.00% | | | | | $ | 200,025,000 | | | | | | 100.00% | | | | | | | | |
|
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (117,660) | | | | | $ | (117,660) | | |
Net proceeds from this offering and sale of the private placement Warrants(1)
|
| | | | 201,100,000 | | | | | | 230,500,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering
|
| | | | 141,660 | | | | | | 141,660 | | |
Less: Deferred underwriting commissions
|
| | | $ | 7,000,000 | | | | | $ | 8,050,000 | | |
Less: Proceeds held in trust subject to redemption(2)
|
| | | $ | 189,123,990 | | | | | $ | 217,473,990 | | |
| | | | $ | 5,000,010 | | | | | $ | 5,000,010 | | |
Denominator: | | | | | | | | | | | | | |
Shares of Common Stock outstanding prior to this offering
|
| | | | 5,750,000 | | | | | | 5,750,000 | | |
Class B Common Stock forfeited if over-allotment is not exercised
|
| | | | (750,000) | | | | | | 0 | | |
Class A Common Stock included in the units offered
|
| | | | 20,000,000 | | | | | | 23,000,000 | | |
Less: Common Stock subject to redemption
|
| | | | (18,912,399) | | | | | | (21,747,399) | | |
| | | | | 6,087,601 | | | | | | 7,002,601 | | |
| | |
September 30, 2020
|
| |||||||||
| | |
Actual
|
| |
As Adjusted
|
| ||||||
Advances made by related party(1)
|
| | | $ | — | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 7,000,000 | | |
Class A Common Stock, $0.0001 par value, 200,000,000 shares
authorized; and 18,912,399 shares are subject to possible redemption, respectively(2) |
| | | | — | | | | | | 189,123,990 | | |
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and
outstanding, actual and as adjusted |
| | | | | | | | | | | | |
Class A Common Stock, $0.0001 par value, 200,000,000 shares authorized; and 1,087,601 shares issued and outstanding (excluding 18,912,399 shares subject to possible redemption), actual and as adjusted, respectively
|
| | | | — | | | | | | 109 | | |
Class B Common Stock, $0.0001 par value, 12,000,000 shares authorized,
5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(3) |
| | | | 575 | | | | | | 500 | | |
Additional paid-in capital
|
| | | | 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 | | |
| | |
Redemptions in
Connection with our Initial Business Combination |
| |
Other Permitted
Purchases of Public Shares by our Affiliates |
| |
Redemptions if we
Fail to Complete an Initial Business Combination |
|
Calculation of redemption price
|
| |
Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the
|
| |
If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are
|
| |
If we are unable to complete our initial business combination within 24 months from the closing of this offering, 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 share), including interest earned on the funds held in the trust account and not previously released to us (less (i) taxes payable and (ii) up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and 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 an Initial Business Combination |
|
| | |
negotiation of terms of a proposed business combination.
|
| |
subject to such rules, the purchasers will comply with such rules.
|
| | | |
Impact on 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).
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| |
If the permitted purchases described above are made, there would be no impact to our remaining stockholders because the purchase price would not be paid by us.
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| |
The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions.
|
|
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Escrow of offering proceeds
|
| |
$200,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States at Bank of America, N.A. with Continental Stock Transfer & Trust Company acting as trustee.
|
| |
Approximately $170,100,000 of the offering proceeds, representing the gross proceeds of this offering, 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.
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|
|
Investment of net proceeds
|
| |
$200,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
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| |
Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
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|
Receipt of interest on escrowed funds
|
| |
Interest on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes paid or payable and (ii) 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
|
| |
We must complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination.
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| |
The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
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| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
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Trading of securities issued
|
| |
The units are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A Common Stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless both representatives inform us of their 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, which closing is anticipated to take place three business days from the date of this prospectus. If the overallotment option 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 over-allotment option.
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| |
No trading of the units or the underlying shares of Class A 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.
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|
Exercise of the warrants
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| |
The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering.
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| |
The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
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Election to remain an investor
|
| |
We will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal to 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), divided by the number of then issued and outstanding public shares, upon the completion of our initial business combination, subject to the limitations and on the conditions described herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our 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. If we seek stockholder approval, we will complete our initial business combination if a majority of the shares of common stock voted are voted in favor of the business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.
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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.
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| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Business combination deadline
|
| |
If we are unable to complete an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of 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.
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Release of funds
|
| |
Except for the withdrawal of interest to pay our taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity.
|
| |
The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.
|
|
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Delivering share certificates in connection with the exercise of redemption rights
|
| |
We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business
|
| |
Many blank check companies provide that a stockholder can vote against a proposed business combination and check a box on the proxy card indicating that such stockholder is seeking to exercise its redemption rights.
After the business combination is approved, the company would contact such stockholder to arrange for delivery of its share certificates to verify ownership.
|
|
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | |
combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, 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 up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights.
|
| | | |
|
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 amended and restated certificate of incorporation provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent. However, we would not restrict our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
|
| |
Many 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.
|
|
Name
|
| |
Age
|
| |
Position
|
|
Franklin McLarty | | |
46
|
| | Executive Chairman and Director | |
Jim Wilkinson | | |
50
|
| | Vice Chairman and Director | |
Beau Blair | | |
48
|
| | Chief Executive Officer | |
Brent Whittington | | |
49
|
| | Chief Financial Officer | |
Yavor Efremov | | |
48
|
| | Director Nominee | |
Chad Estis | | |
49
|
| | Director Nominee | |
Michael Maroone | | |
67
|
| | Director Nominee | |
Tim Russi | | |
58
|
| | Director Nominee | |
Darrin Williams | | |
52
|
| | Director Nominee | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Franklin McLarty | | |
McLarty Capital Partners
|
| |
Financial Services
|
| |
Chairman
|
|
Franklin McLarty | | |
PAM Transportation
|
| |
Transportation Services
|
| |
Director
|
|
Franklin McLarty | | |
Palo Verde Holdings
|
| |
Insurance
|
| |
Director
|
|
Franklin McLarty | | |
CapRocq Core REIT, Inc.
|
| |
Real Estate
|
| |
Director
|
|
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Franklin McLarty | | |
McLarty Diversified Intermediate Holdings LLC
|
| |
Financial Services
|
| |
Chairman & CEO
|
|
Franklin McLarty | | |
Southern United Auto Group
|
| |
Auto Dealerships
|
| |
Co-Chairman
|
|
Franklin McLarty | | |
Tire Group International
|
| |
Tire Distribution
|
| |
Director
|
|
Franklin McLarty | | |
XTR Films
|
| |
Video Production
|
| |
Director
|
|
Jim Wilkinson | | |
TrailRunner International LLC
|
| |
Consulting
|
| |
CEO
|
|
Jim Wilkinson | | |
Mountain Lion Aviation
|
| |
Airline
|
| |
Chairman
|
|
Jim Wilkinson | | |
Truckee Craft Ventures
|
| |
Marketing and Consulting
|
| |
Director
|
|
Jim Wilkinson | | |
Sierra Aero LLC
|
| |
Airplane Maintenance
|
| |
Owner
|
|
Beau Blair | | |
CapRocq Core REIT, Inc.
|
| |
Real Estate
|
| |
Director and COO
|
|
Beau Blair | | |
McLarty Capital Partners SBIC LLC
|
| |
Financial Services
|
| |
General Partner
|
|
Beau Blair | | |
CapRocq Automotive LLC
|
| |
Auto Dealerships
|
| |
Managing Partner
|
|
Beau Blair | | |
Roaring Brands LLC
|
| |
Food and Beverage
|
| |
Director
|
|
Beau Blair | | |
McLarty Diversified Intermediate Holdings LLC
|
| |
Financial Services
|
| |
COO and EVP
|
|
Brent Whittington | | |
RigNet, Inc.
|
| |
Technology
|
| |
Director
|
|
Brent Whittington | | |
Great Plains Communications
|
| |
Internet, Phone and TV
|
| |
Director
|
|
Brent Whittington | | |
Moots Cycles
|
| |
Bicycle Manufacture
|
| |
Owner
|
|
Yavor Efremov | | | | | | | | | | |
Chad Estis | | |
AT&T Stadium
|
| |
Entertainment
|
| |
Executive Vice President
|
|
Chad Estis | | |
Dallas Cowboys
|
| |
Sports
|
| |
Executive Vice President
|
|
Chad Estis | | |
Legends
|
| |
Entertainment
|
| |
Executive Vice President
|
|
Michael Maroone | | |
Maroone USA
|
| |
Automotive
|
| |
Chief Executive Officer
|
|
Tim Russi | | | | | | | | | | |
Darrin Williams | | |
Southern Bancorp, Inc.
|
| |
Financial
|
| |
Chief Executive Officer
|
|
| | |
Before Offering
|
| |
After Offering
|
| ||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned(2)(3) |
| |
Approximate
Percentage of Outstanding Common Stock |
| |
Number of
Shares Beneficially Owned(2)(4) |
| |
Approximate
Percentage of Outstanding Common Stock |
| ||||||||||||
MDIH Sponsor LLC(5)
|
| | | | 5,750,000 | | | | | | 100% | | | | | | 5,000,000 | | | | | | 20.0% | | |
McLarty Diversified Intermediate Holdings LLC(5)
|
| | | | 5,750,000 | | | | | | 100% | | | | | | 5,000,000 | | | | | | 20.0% | | |
Franklin McLarty(5)
|
| | | | 5,750,000 | | | | | | 100% | | | | | | 5,000,000 | | | | | | 20.0% | | |
Beau Blair(5)
|
| | | | 5,750,000 | | | | | | 100% | | | | | | 5,000,000 | | | | | | 20.0% | | |
Jim Wilkinson
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brent Whittington
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Yavor Efrenov
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Chad Estis
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Maroone
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Tim Russi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Darrin Williams
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers, directors and director nominees as a group
(nine individuals) |
| | | | 5,750,000 | | | | | | 100% | | | | | | 5,000,000 | | | | | | 20.0% | | |
Underwriters
|
| |
Number of Units
|
| |||
Stifel, Nicolaus & Company, Incorporated
|
| | | | | | |
Oppenheimer & Co. Inc.
|
| | | | | | |
Total
|
| | | | 20,000,000 | | |
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per unit(1)
|
| | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 11,000,000 | | | | | $ | 12,650,000 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
Financial Statements: | | | | | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
September 30,
2020 |
| |
August 17,
2020 |
| ||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Current asset – cash
|
| | | $ | 25,000 | | | | | $ | 25,000 | | |
Deferred offering costs
|
| | | | 141,660 | | | | | | 50,000 | | |
Total Assets
|
| | | $ | 166,660 | | | | | $ | 75,000 | | |
LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 1,000 | | | | | $ | 1,000 | | |
Accrued offering costs
|
| | | | 114,210 | | | | | | 50,000 | | |
Promissory note – related party
|
| | | | 27,450 | | | | | | — | | |
Total Current Liabilities
|
| | | | 142,660 | | | | | | 51,000 | | |
Commitments | | | | | | | | | | | | | |
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; 12,000,000 shares authorized; 5,750,000 shares issued and outstanding(1)
|
| | | | 575 | | | | | | 575 | | |
Additional capital
|
| | | | 24,425 | | | | | | 24,425 | | |
Accumulated deficit
|
| | | | (1,000) | | | | | | (1,000) | | |
Total Stockholder’s Equity
|
| | | | 24,000 | | | | | | 24,000 | | |
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY
|
| | | $ | 1666,660 | | | | | $ | 75,000 | | |
| | |
For the Period from July 9,
2020 (inception) Through |
| |||||||||
| | |
September 30,
2020 |
| |
August 17,
2020 |
| ||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
Formation costs
|
| | | $ | 1,000 | | | | | $ | 1,000 | | |
Net Loss
|
| | | $ | (1,000) | | | | | $ | (1,000) | | |
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per common share
|
| | | $ | (0.00) | | | | | $ | (0.00) | | |
| | |
Common Stock(1)
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – July 9, 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 – August 17, 2020 (audited)
|
| | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (1,000) | | | | | $ | 24,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance – September 30, 2020 (unaudited)
|
| | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (1,000) | | | | | $ | 24,000 | | |
| | |
For the Period from July 9,
2020 (inception) Through |
| |||||||||
| | |
September 30,
2020 |
| |
August 17,
2020 |
| ||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (1,000) | | | | | $ | (1,000) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accrued expenses
|
| | | | 1,000 | | | | | | 1,000 | | |
Net cash used in operating activities
|
| | | | — | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from sale of Class B common stock to Sponsor
|
| | | | 25,000 | | | | | | 25,000 | | |
Proceeds from promissory note – related party
|
| | | | 27,450 | | | | | | — | | |
Payment of offering costs
|
| | | | (27,450) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 25,000 | | | | | | 25,000 | | |
Net Change in Cash
|
| | | | 25,000 | | | | | | 25,000 | | |
Cash – Beginning
|
| | | | — | | | | | | — | | |
Cash – Ending | | | | $ | 25,000 | | | | | $ | 25,000 | | |
Non-Cash investing and financing activities: | | | | | | | | | | | | | |
Deferred offering costs included in accrued offering costs
|
| | | $ | 114,210 | | | | | $ | 50,000 | | |
|
Legal fees and expenses
|
| | | | 275,000 | | |
|
Accounting fees and expenses
|
| | | | 40,000 | | |
|
SEC/FINRA expenses
|
| | | | 64,854 | | |
|
NYSE listing and filing fees
|
| | | | 100,000 | | |
|
Directors and officers insurance
|
| | | | 100,000 | | |
|
Printing and engraving expenses
|
| | | | 35,000 | | |
|
Miscellaneous
|
| | | | 35,146 | | |
|
Total
|
| | | $ | 650,000 | | |
|
Exhibit
No. |
| |
Description
|
| |||
| | | 1.1* | | | | Form of Underwriting Agreement. | |
| | | 3.1* | | | | Amended and Restated Certificate of Incorporation. | |
| | | 3.2* | | | | Form of Second Amended and Restated Certificate of Incorporation. | |
| | | 3.3* | | | | Bylaws. | |
| | | 4.1* | | | | Specimen Unit Certificate. | |
| | | 4.2* | | | | Specimen Class A Common Stock Certificate. | |
| | | 4.3* | | | | Specimen Warrant Certificate. | |
| | | 4.4* | | | | | |
| | | 5.1* | | | | Opinion of Winston & Strawn LLP. | |
| | | 10.1* | | | | | |
| | | 10.2* | | | | | |
| | | 10.3* | | | | |
|
Exhibit
No. |
| |
Description
|
| |||
| | | 10.4* | | | | | |
| | | 10.5* | | | | Form of Indemnity Agreement. | |
| | | 10.6* | | | | Subscription Agreement between the Registrant and MDIH Sponsor LLC. | |
| | | 10.7* | | | | | |
| | | 14* | | | | Form of Code of Ethics. | |
| | | 23.1 | | | | Consent of Marcum LLP. | |
| | | 23.2* | | | | Consent of Winston & Strawn LLP (included on Exhibit 5.1). | |
| | | 24* | | | | Power of Attorney (included on signature page hereto). | |
| | | 99.1* | | | | Form of Audit Committee Charter. | |
| | | 99.2* | | | | Form of Compensation Committee Charter. | |
| | | 99.3* | | | | Form of Nominating and Corporate Governance Committee Charter. | |
| | | 99.4* | | | | Consent of Director Nominee (Yavor Efrenov) | |
| | | 99.5* | | | | Consent of Director Nominee (Chad Estis) | |
| | | 99.6* | | | | Consent of Director Nominee (Michael Maroone) | |
| | | 99.7* | | | | Consent of Director Nominee (Tim Russi) | |
| | | 99.8* | | | | Consent of Director Nominee (Darrin Williams) | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ Franklin McLarty
Franklin McLarty
|
| |
Executive Chairman and Director
|
| | January 28, 2021 | |
|
/s/ Jim Wilkinson
Jim Wilkinson
|
| | Vice Chairman and Director | | | January 28, 2021 | |
|
/s/ Beau Blair
Beau Blair
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| | January 28, 2021 | |
|
/s/ Brent Whittington
Brent Whittington
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| | January 28, 2021 | |
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of MDH Acquisition Corp. (the “Company”) on Amendment No. 2 to Form S-1 (File No. 333-252107) of our report dated September 4, 2020, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of MDH Acquisition Corp. as of August 17, 2020 and for the period from July 9, 2020 (inception) through August 17, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
January 28, 2021