8-K

Supernova Partners Acquisition Company, Inc.

Date: October 23, 2020

/s/ Michael S. Clifton

Michael S. Clifton

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 20, 2020

Supernova Partners Acquisition Company, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39641

85-2800538

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4301 50^th Street NW

Suite 300, PMB 1044

Washington, D.C.

20016

(Address of Principal Executive Offices)

(Zip Code)

(202) 918-7050

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one warrant	SPNV.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	SPNV	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SPNV WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On October 23, 2020, Supernova Partners Acquisition Company, Inc. (the “Company”) consummated its initial public offering (the “IPO”) of 40,250,000 units (the “Units”), which includes full exercise of the underwriters’ over-allotment option. 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-third of one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $402,500,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1 (File No. 333-249053) (the “Registration Statement”):

•

An Underwriting Agreement, dated October 20, 2020, among the Company and J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the underwriters named therein, attached hereto as Exhibit 1.1.

•

An Investment Management Trust Agreement, dated October 20, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee, attached hereto as Exhibit 10.2.

•

A Warrant Agreement, dated October 20, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent, attached hereto as Exhibit 4.1.

•

A Registration Rights Agreement, dated October 20, 2020, among the Company and certain security holders named therein, attached hereto as Exhibit 10.3.

•

A Letter Agreement, dated October 20, 2020, among the Company, its officers and directors and Supernova Partners LLC (the “Sponsor”) attached hereto as Exhibit 10.1.

•

Indemnity Agreements, each dated October 20, 2020, between the Company and each of its officers and directors, attached hereto as Exhibits 10.4 through 10.12.

•

A Private Placement Warrants Purchase Agreement, dated October 20, 2020, between the Company and the Sponsor, attached hereto as Exhibit 10.13.

Item 3.02.

Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, the Company completed the private sale of 6,700,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”), to the Sponsor, generating gross proceeds to the Company of $10,050,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. So long as the Private Placement Warrants are held by the Sponsor or its permitted transferees, the Private Placement Warrants will not be redeemable for cash by the Company (subject to certain exceptions) and will be exercisable on a cashless basis.

Item 5.03.

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On October 21, 2020, the Company filed its Second Amended and Restated Certificate of Incorporation in the State of Delaware. The terms of the Second Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Second Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 8.01.

Other Events.

A total of $402,500,000, comprised of $394,450,000 of the proceeds from the IPO, including $14,087,500 of the underwriters’ deferred discount, and $8,050,000 of the proceeds from the Private Placement, were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the proceeds from the IPO and the Private Placement held in the trust account will not be released until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of its obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of all of the Company’s public shares if it has not completed its business combination within 24 months from the closing of the IPO, subject to applicable law.

On October 20, 2020, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO. On October 23, 2020, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description of Exhibits

1.1		Underwriting Agreement, dated October 20, 2020, among the Company and J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the underwriters named therein.

3.1		Second Amended and Restated Certificate of Incorporation, dated October 20, 2020.

4.1		Warrant Agreement, dated October 20, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

10.1		Letter Agreement, dated October 20, 2020, among the Company, its officers and directors and the Sponsor.

10.2		Investment Management Trust Agreement, dated October 20, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee.

10.3		Registration Rights Agreement, dated October 20, 2020, among the Company and certain security holders named therein.

10.4		Indemnity Agreement, dated October 20, 2020, between the Company and Spencer Rascoff.

10.5		Indemnity Agreement, dated October 20, 2020, between the Company and Robert Reid.

10.6		Indemnity Agreement, dated October 20, 2020, between the Company and Michael Clifton.

10.7		Indemnity Agreement, dated October 20, 2020, between the Company and Alex Klabin.

10.8		Indemnity Agreement, dated October 20, 2020, between the Company and Ken Fox.

10.9		Indemnity Agreement, dated October 20, 2020, between the Company and Damien Hooper-Campbell.

10.10		Indemnity Agreement, dated October 20, 2020, between the Company and Gregg Renfrew.

10.11		Indemnity Agreement, dated October 20, 2020, between the Company and Jim Lanzone.

10.12		Indemnity Agreement, dated October 20, 2020, between the Company and Rajeev Singh.

10.13		Private Placement Warrants Purchase Agreement, dated October 20, 2020, between the Company and the Sponsor.

99.1		Press Release, dated October 20, 2020.

99.2		Press Release, dated October 23, 2020.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.