UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2021 (April 30, 2021)
Tech and Energy Transition Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-40198 | 83-0781939 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
125 W 55th St New York, New York |
10019 | |
| (Address of principal executive offices) | (Zip Code) |
(212) 231-1000
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications 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-commencement 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, $0.0001 par value, and one-third of one redeemable warrant | TETCU | The Nasdaq Stock Market LLC | ||
| Shares of Class A common stock included as part of the units | TETC | The Nasdaq Stock Market LLC | ||
| Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | TETCWS | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 8.01 | Other Events. |
Forfeiture of Founder Shares
As previously reported, on March 19, 2021, Tech and Energy Transition Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 38,500,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $385,000,000.
The Company also granted the underwriters in the IPO a 45-day option to purchase up to an additional 5,775,000 units to cover over-allotments, if any. Tech and Energy Transition Sponsor LLC, the Company’s sponsor (the “Sponsor”), Daniel R. Hesse, and each of the independent directors of the Company (the “Independent Directors”), owned an aggregate of 11,068,750 shares of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”) at the consummation of the IPO, up to 1,443,750 shares of which were subject to forfeiture by the Sponsor and Mr. Hesse depending on the extent to which the underwriters’ over-allotment option is exercised.
On April 30, 2021, upon the expiration of the 45-day period and the underwriters not exercising the over-allotment option, 1,443,750 shares of Class B Common Stock were forfeited by the Sponsor and Mr. Hesse in order for the Sponsor, Mr. Hesse and the Independent Directors to maintain ownership of 20.0% of the issued and outstanding shares of common stock of the Company (excluding private units held by the Sponsor). Such forfeited shares were cancelled by the Company.
Separate Trading of Class A Common Stock and Warrants
On May 6, 2021, the Company announced that the holders of the Company’s Units may elect to separately trade Class A Common Stock and Warrants included in the Units commencing on May 7, 2021. Each Unit consists of one share of Class A Common Stock, and one-third of one warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on The Nasdaq Stock Market LLC under the symbol “TETCU”. Any underlying shares of Class A Common Stock and Warrants that are separated are expected to trade on the New York Stock Exchange under the symbols “TETC” and “TETCWS”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A Common Stock and Warrants.
A copy of the Press Release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit | |
| No. | Description of Exhibits |
| 99.1 | Press Release, dated May 6, 2021. |
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.
| Tech and Energy Transition Corporation | ||
| Date: May 6, 2021 | By: | /s/ John Spirtos |
| Name: | John Spirtos | |
| Title: | Chief Executive Officer and President | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Tech and Energy Transition Corporation Announces
Class A Common Stock and Warrants to Commence Trading Separately
NEW YORK, NY, May 6, 2021 — Tech and Energy Transition Corporation (NASDAQ: TETCU) (the “Company”) announced today that holders of the units sold in the Company’s initial public offering of 38,500,000 units completed on March 19, 2021, may elect to separately trade the shares of Class A common stock and redeemable warrants included in the units. Those units not separated will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “TETCU,” and the shares of Class A common stock and redeemable warrants that are separated will trade on Nasdaq under the symbols “TETC” and “TETCWS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and redeemable warrants.
The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company intends to capitalize on sector transformative events by focusing on companies that use or facilitate disruptive, differentiated technology to build, enable, service or manage businesses or infrastructure undergoing transformation.
The units were initially offered by the Company in an underwritten offering. Citigroup Global Markets Inc. (“Citigroup”) and BofA Securities (“BofA Securities”) are acting as joint book-running managers in the offering.
The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 800-831-9146; or BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, or by emailing dg.prospectus_requests@bofa.com.
A registration statement relating to the securities has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contact:
John Spirtos
Chief Executive Officer and President
Email: John.Spirtos@macquarie.com
Larry Handen
Chair of Investment Committee
Email: Larry.Handen@macquarie.com
Stephan Feilhauer
Chief Financial Officer
Email: Stephan.Feilhauer@macquarie.com
Greg Callman
Energy Chief Investment Officer
Email: Greg.Callman@macquarie.com
Tech and Energy Transition Corporation
125 W 55th St
New York, NY 10006
Telephone: (212) 231-1000