|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
6770
(Primary Standard Industrial Classification Code Number) |
| |
84-4478274
(I.R.S. Employer Identification Number) |
|
|
Joel L. Rubinstein
Jonathan P. Rochwarger Elliott M. Smith White & Case LLP 1221 Avenue of the Americas New York, New York 10020 (212) 819-8200 |
| |
Christopher M. Zochowski
Steven J. Gavin David A. Sakowitz Kyle S. Gann Winston & Strawn LLP 200 Park Avenue New York, New York 10166 (212) 294-6700 |
| |
Andrew Paradise
Skillz Inc. PO Box 445 San Francisco, CA 94104-0445 (415) 762-0511 |
|
| ☐ | | | Large accelerated filer | | | ☐ | | | Accelerated filer | |
| ☒ | | | Non-accelerated filer | | | ☒ | | | Smaller reporting company | |
| | | | | | | ☒ | | | Emerging growth company | |
| ☐ | | |
Exchange Act Rule 13e-4(i)
(Cross-Border Issuer Tender Offer) |
| | ☐ | | |
Exchange Act Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer) |
|
| | ||||||||||||||||
Title of Each Class of Securities to be Registered
|
| | |
Amount to be
Registered |
| | |
Proposed Maximum
Offering Price Per Share |
| | |
Proposed Maximum
Aggregate Offering Price |
| | |
Amount of
Registration Fee |
|
Class A common stock, par value $0.0001 per share
|
| | |
226,515,252(1)
|
| | |
$10.94
|
| | |
$2,478,076,856.88(2)
|
| | |
$321,654.38(3)
|
|
Class B common stock, par value $0.0001 per share
|
| | |
71,420,026(4)
|
| | |
$10.94
|
| | |
$781,335,084.44(5)
|
| | |
$101,417.29(3)
|
|
Class A common stock, par value $0.0001 per share
|
| | |
71,420,026(6)
|
| | |
—
|
| | |
—
|
| | |
—(7)
|
|
Total | | | | | | | | | | | |
$3,259,411,941.32
|
| | |
$423,071.67
|
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Recent Developments
|
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|
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
|
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|
Introduction
|
| | | | | | |
|
Description of the Business Combination
|
| | | | | | |
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|
Off-Balance Sheet Financing Arrangements
|
| | | | | | |
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| | | | | 216 | | | |
| | | | | 218 | | |
| | |
Assuming No
Redemptions of Public Shares |
| |
Assuming Maximum
Redemptions of Public Shares(1) |
| ||||||
Skillz stockholders(2)
|
| | | | [•] | | | | | | [•] | | |
FEAC Public Stockholders
|
| | | | [•] | | | | | | [•] | | |
Initial Stockholders
|
| | | | [•] | | | | | | [•] | | |
(in millions)
|
| |
Assuming No
Redemption |
| |
Assuming Maximum
Redemption |
| ||||||
Sources | | | | | | | | | | | | | |
Proceeds from Trust Account
|
| | | $ | 690 | | | | | $ | 391 | | |
Private Placement
|
| | | | 159 | | | | | | 159 | | |
Sellers’ Equity
|
| | | | 3,500 | | | | | | 3,500 | | |
FEAC Upfront Founder Equity
|
| | | | 64 | | | | | | 64 | | |
Skillz Cash on Balance Sheet (1)
|
| | | | 66 | | | | | | 66 | | |
Total Sources
|
| | | $ | 4,479 | | | | | $ | 4,180 | | |
Uses | | | | | | | | | | | | | |
Cash on Balance Sheet
|
| | | $ | 250 | | | | | $ | 250 | | |
Sellers’ Equity
|
| | | | 3,500 | | | | | | 3,500 | | |
Cash to Skillz Stockholders
|
| | | | 609 | | | | | | 310 | | |
FEAC Upfront Founder Equity
|
| | | | 64 | | | | | | 64 | | |
Transaction costs
|
| | | | 56 | | | | | | 56 | | |
Total Uses
|
| | | $ | 4,479 | | | | | $ | 4,180 | | |
Statement of Operations Data
|
| |
For the Period
from January 15, 2020 (inception) to June 30, 2020 |
| |||
| | |
(in dollars, except for share
and per share numbers) |
| |||
Revenue
|
| | | $ | — | | |
General and administrative expenses
|
| | | | 246,436 | | |
Loss from operations
|
| | | | (246,436) | | |
Other income – interest earned on Trust Account
|
| | | | 502,881 | | |
Provision for income taxes
|
| | | | (53,853) | | |
Net income
|
| | | $ | 202,592 | | |
Basic and diluted weighted average shares outstanding of Class A common stock
|
| | | | 69,000,000 | | |
Basic and diluted net income per share, Class A
|
| | | $ | — | | |
Basic and diluted weighted average shares outstanding of Class B common stock
|
| | | | 17,250,000 | | |
Basic and diluted net loss per share, Class B
|
| | | $ | — | | |
Balance Sheet Data
|
| |
June 30, 2020
|
| |||
| | |
(in dollars, except for
share numbers) |
| |||
Total assets
|
| | | $ | 691,487,490 | | |
Total liabilities
|
| | | | 24,898,590 | | |
Total stockholders’ equity and Class A common stock subject to possible redemptions
|
| | | | 666,588,900 | | |
| | |
Six Months
Ended June 30, 2020 |
| |
Six Months
Ended June 30, 2019 |
| |
Year Ended
December 31, 2019 |
| |
Year Ended
December 31, 2018 |
| ||||||||||||
| | |
(in thousands, except for number of shares and per share amounts)
|
| |||||||||||||||||||||
Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | 102,437 | | | | | $ | 53,951 | | | | | $ | 119,872 | | | | | $ | 50,778 | | |
Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 5,704 | | | | | | 2,307 | | | | | | 5,713 | | | | | | 2,112 | | |
Research and development
|
| | | | 8,884 | | | | | | 4,454 | | | | | | 11,241 | | | | | | 7,547 | | |
Sales and marketing
|
| | | | 99,194 | | | | | | 48,909 | | | | | | 111,370 | | | | | | 51,689 | | |
General and administrative
|
| | | | 16,475 | | | | | | 7,802 | | | | | | 16,376 | | | | | | 14,975 | | |
Total costs and expenses
|
| | | | 130,257 | | | | | | 63,472 | | | | | | 144,700 | | | | | | 76,323 | | |
Loss from operations
|
| | | | (27,820) | | | | | | (9,521) | | | | | | (24,828) | | | | | | (25,545) | | |
Interest expense, net
|
| | | | (1,273) | | | | | | (1,573) | | | | | | (2,497) | | | | | | (2,190) | | |
Other income (expense), net
|
| | | | (6,533) | | | | | | 1,211 | | | | | | 3,720 | | | | | | (45) | | |
Loss before income taxes
|
| | | | (35,626) | | | | | | (9,883) | | | | | | (23,605) | | | | | | (27,780) | | |
Provision for income taxes
|
| | | | 53 | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | $ | (35,679) | | | | | $ | (9,883) | | | | | $ | (23,605) | | | | | $ | (27,780) | | |
Remeasurement of redeemable convertible preferred stock
|
| | | | (409,506) | | | | | | (18,992) | | | | | | (62,519) | | | | | | (18,798) | | |
Net loss attributable to common stockholders
|
| | | $ | (445,185) | | | | | $ | (28,875) | | | | | $ | (86,124) | | | | | $ | (46,578) | | |
Net loss per common share | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share attributable to common stockholders – basic and diluted
|
| | | $ | (3.15) | | | | | $ | (0.22) | | | | | $ | (0.64) | | | | | $ | (0.36) | | |
Weighted average shares outstanding | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average common shares outstanding – basic and diluted
|
| | | | 141,162,200 | | | | | | 133,046,838 | | | | | | 135,124,756 | | | | | | 129,930,282 | | |
| | |
June 30, 2020
|
| |
December 31, 2019
|
| |
December 31, 2018
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 83,072 | | | | | $ | 38,856 | | | | | $ | 26,029 | | |
Total current liabilities
|
| | | | 29,412 | | | | | | 10,481 | | | | | | 10,212 | | |
Total liabilities
|
| | | | 29,478 | | | | | | 20,191 | | | | | | 24,953 | | |
Working capital
|
| | | | 48,656 | | | | | | 24,611 | | | | | | 14,565 | | |
Redeemable convertible preferred stock
|
| | | | 630,781 | | | | | | 156,335 | | | | | | 54,056 | | |
Total stockholders’ deficit
|
| | | | (577,187) | | | | | | (137,670) | | | | | | (52,980) | | |
| | |
Six Months
Ended June 30, 2020 |
| |
Six Months
Ended June 30, 2019 |
| |
Year Ended
December 31, 2019 |
| |
Year Ended
December 31, 2018 |
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Statement of Cash Flows Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in): | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating activities
|
| | | $ | (9,316) | | | | | $ | (6,925) | | | | | $ | (21,937) | | | | | $ | (16,948) | | |
Investing activities
|
| | | | (1,875) | | | | | | (1,052) | | | | | | (3,223) | | | | | | (867) | | |
Financing activities
|
| | | | 54,504 | | | | | | (4) | | | | | | 31,168 | | | | | | 33,330 | | |
| | |
Pro Forma Combined
(Assuming No Redemptions) |
| |
Pro Forma Combined
(Assuming Maximum Redemptions) |
| ||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||
Summary Unaudited Pro Forma Condensed Combined | | | | | | | | | | | | | |
Statement of Operations Data Six Months Ended June 30,
2020 |
| | | | | | | | | | | | |
Revenue
|
| | | $ | 102,437 | | | | | $ | 102,437 | | |
Net loss per share attributable to common stockholders – basic and diluted
|
| | | $ | (0.09) | | | | | $ | (0.10) | | |
Weighted average common shares outstanding – basic and
diluted |
| | | | 328,339,564 | | | | | | 320,763,570 | | |
Statement of Operations Data Year Ended December 31, 2019
|
| | | | | | | | | | | | |
Revenue
|
| | | $ | 119,872 | | | | | $ | 119,872 | | |
Net loss per share attributable to common stockholders – basic and diluted
|
| | | $ | (0.07) | | | | | $ | (0.07) | | |
Weighted average common shares outstanding – basic and
diluted |
| | | | 328,339,564 | | | | | | 320,763,570 | | |
Selected Unaudited Pro Forma Condensed Combined | | | | | | | | | | | | | |
Balance Sheet Data as of June 30, 2020 | | | | | | | | | | | | | |
Total assets
|
| | | $ | 279,789 | | | | | $ | 276,812 | | |
Total liabilities
|
| | | $ | 23,593 | | | | | $ | 23,593 | | |
Total stockholders’ equity
|
| | | $ | 256,196 | | | | | $ | 253,219 | | |
| | | | | | | | | | | | | | |
Combined Pro Forma
|
| |
Skillz equivalent pro
forma per share data(2) |
| ||||||||||||||||||
| | |
FEAC
(Historical) |
| |
Skillz
(Historical) |
| |
(Assuming
No Redemption) |
| |
(Assuming
Maximum Redemption) |
| |
(Assuming
No Redemption) |
| |
(Assuming
Maximum Redemption) |
| ||||||||||||||||||
As of and for the Six Months Ended June 30, 2020(3)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | 0.06 | | | | | | (4.09) | | | | | | 0.78 | | | | | | 0.79 | | | | | | 0.55 | | | | | | 0.56 | | |
Weighted average common shares outstanding – basic and diluted
|
| | | | 86,250,000 | | | | | | 141,162,200 | | | | | | 328,339,564 | | | | | | 320,763,570 | | | | | | 237,136,312 | | | | | | 259,441,880 | | |
Net loss per share attributable
to common stockholders – basic and diluted |
| | | $ | 0.00 | | | | | | (3.15) | | | | | | (0.09) | | | | | | (0.10) | | | | | | (0.07) | | | | | | (0.07) | | |
As of and for the Year Ended December 31, 2019(3)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | N/A(4) | | | | | | (1.02) | | | | | | N/A(5) | | | | | | N/A(5) | | | | | | N/A(5) | | | | | | N/A(5) | | |
Weighted average common shares outstanding – basic and diluted
|
| | | | N/A(4) | | | | | | 135,124,756 | | | | | | 328,339,564 | | | | | | 320,763,570 | | | | | | 237,136,312 | | | | | | 259,441,880 | | |
Net loss per share attributable
to common stockholders – basic and diluted |
| | | $ | N/A(4) | | | | | | (0.64) | | | | | | (0.07) | | | | | | (0.07) | | | | | | (0.05) | | | | | | (0.05) | | |
| |
FEAC’S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE BUSINESS COMBINATION PROPOSAL AND THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING ARE IN THE BEST INTERESTS OF AND ADVISABLE TO THE FEAC STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS DESCRIBED ABOVE.
|
| |
(in millions)
|
| |
Assuming No
Redemption |
| |
Assuming Maximum
Redemption |
| ||||||
Sources | | | | | | | | | | | | | |
Proceeds from Trust Account
|
| | | $ | 690 | | | | | $ | 391 | | |
Private Placement
|
| | | | 159 | | | | | | 159 | | |
Sellers’ Equity
|
| | | | 3,500 | | | | | | 3,500 | | |
FEAC Upfront Founder Equity
|
| | | | 64 | | | | | | 64 | | |
Skillz Cash on Balance Sheet (1)
|
| | | | 66 | | | | | | 66 | | |
Total Sources
|
| | | $ | 4,479 | | | | | $ | 4,180 | | |
Uses | | | | | | | | | | | | | |
Cash on Balance Sheet
|
| | | $ | 250 | | | | | $ | 250 | | |
Sellers’ Equity
|
| | | | 3,500 | | | | | | 3,500 | | |
Cash to Skillz Stockholders
|
| | | | 609 | | | | | | 310 | | |
FEAC Upfront Founder Equity
|
| | | | 64 | | | | | | 64 | | |
Transaction costs
|
| | | | 56 | | | | | | 56 | | |
Total Uses
|
| | | $ | 4,479 | | | | | $ | 4,180 | | |
Advisory Charter Proposal
|
| |
FEAC Current Charter
|
| |
Proposed Charter
|
|
Advisory Proposal A –
Changes in Share Capital |
| | FEAC is currently authorized to issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share.. | | | New Skillz will be authorized to issue [•] shares of capital stock, consisting of (i) [•] shares of New Skillz Class A common stock, par value $0.0001 per share, (ii) [•] shares of New Skillz Class B common stock, par value $0.0001 per share, and (iii) [•] shares of preferred stock, par value $0.0001 per share. | |
Advisory Proposal B –
Voting Rights of Common Stock |
| |
Except as otherwise required by law or the Current Charter, holders of the FEAC Class A common stock and the FEAC Class B common stock exclusively possess all voting power with respect to FEAC. Except as otherwise required by law or the Current Charter, the holders of FEAC Shares shall be entitled to one vote for each such share on each matter properly submitted to FEAC’s stockholders on which the holders of FEAC Shares are entitled to vote.
Except as otherwise required by law or the Current Charter, for so long as any shares of FEAC Class B common stock remain outstanding, FEAC may not, without first obtaining the written consent of the holders of at least a majority of the then outstanding shares of FEAC Class B common stock, voting separately as a single class,
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| |
Holders of New Skillz Class A common stock will be entitled to cast one vote per Class A share, while holders of New Skillz Class B common stock will be entitled to cast 20 votes per share of New Skillz Class B common stock. Except as otherwise required by law or the Proposed Charter, holders of all classes of New Skillz common stock vote together as a single class while directors are elected by a plurality of the votes cast in contested elections.
Except as otherwise required by applicable law, holders of New Skillz Class A common stock and New Skillz Class B common stock will not be entitled to vote on any amendment to the Proposed Charter that relates solely to the terms of one or more outstanding series of New Skillz preferred stock if the holders of such affected series of New Skillz
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Advisory Charter Proposal
|
| |
FEAC Current Charter
|
| |
Proposed Charter
|
|
| | | amend, alter or repeal any provision of the Current Charter, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the FEAC Class B common stock. | | | preferred stock are exclusively entitled to vote thereon pursuant to the Proposed Charter or applicable law. | |
Advisory Proposal C –
Declassification of the New Skillz Board |
| | Subject to the rights of the holders of one or more series of preferred stock of FEAC to elect one or more directors, the FEAC Board is classified into three classes of directors with staggered terms of office. | | | The Proposed Charter does not provide for a classified board of directors, and thus all directors will be elected each year for one-year terms. | |
Advisory Proposal D –
Limiting the Ability to Act by Written Consent |
| | Under the Current Charter, any action required or permitted to be taken by the stockholders of FEAC must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the FEAC Class B common stock with respect to which action may be taken by written consent, and other than what may otherwise be provided for pursuant to the Current Charter relating to the rights of the holders of any outstanding series of preferred stock of FEAC. | | |
Subject to the terms of any series of preferred stock, any action required or permitted to be taken by the stockholders of New Skillz must be effected at an annual or special meeting of the stockholders and may not be effected by written consent; provided, however, prior to the Voting Threshold Date, any action required or permitted to be taken at any annual or special meeting of New Skillz stockholders, may be taken by written consent if such written consent is signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such matter were present and voted.
The “Voting Threshold Date” is the first date on which the issued and outstanding shares of New Skillz Class B common stock represents less than 50% of the total voting power of the then outstanding shares of capital stock of New Skillz that would be entitled to vote in the election of directors at an annual meeting of stockholders.
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Advisory Charter Proposal
|
| |
FEAC Current Charter
|
| |
Proposed Charter
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Advisory Proposal E –
Required Vote to Amend the Charter |
| |
Under Delaware law, an amendment to a charter generally requires the approval of the FEAC Board and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class. Except as otherwise required by law or the current charter, for so long as any shares of FEAC Class B common stock shall remain outstanding, FEAC shall not, without the prior vote or written consent of the holders of a majority of the shares of FEAC Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the FEAC Class B common stock.
Article IX of the Current Charter relating to business combination requirements may not be amended prior to the consummation of the initial business combination unless approved by the affirmative vote of the holders of at least 65% of all then outstanding FEAC Shares.
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| |
Under the Proposed Charter, so long as any shares of New Skillz Class B common stock remain outstanding, the New Skillz shall not, without the prior affirmative vote of the holders of two-thirds (2/3) of the outstanding shares of New Skillz Class B common stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Charter, amend the Proposed Charter (1) in a manner that changes any of the voting, conversion, dividend or liquidation provisions of the shares of New Skillz Class B common stock, (2) to provide for each share of New Skillz Class A Common Stock to have more than one (1) vote per share or any rights to a separate class vote of the holders of shares of New Skillz Class A Common Stock other than as provided by the Proposed Charter or required by the DGCL, or (3) otherwise adversely impact the rights, powers, preferences or privileges of the shares of New Skillz Class B common stock in a manner that is disparate from the manner in which it affects the rights, powers, preferences or privileges of the shares of New Skillz Class A common stock.
Under the Proposed Charter so long as any shares of New Skillz Class A common stock remain outstanding, the prior affirmative vote of the holders of a majority of the outstanding shares of New Skillz Class A common stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Charter, is required to amend the Proposed Charter (1) in a manner that alters or changes the powers, preferences, or special rights of the shares of New Skillz Class A common stock so as to affect them
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Advisory Charter Proposal
|
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FEAC Current Charter
|
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Proposed Charter
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adversely; or (2) to provide for each share of New Skillz Class B common stock to have more than twenty (20) votes per share or any rights to a separate class vote of the holders of shares of New Skillz Class B common stock other than as provided by the Proposed Charter or required by the DGCL.
Amending the Proposed Charter to modify a provision providing for specific approval requirements by the New Skillz stockholders (or any class of capital stock of the New Skillz) must be approved by the greater of (i) the approval requirement contemplated in such provision or (ii) the approval requirements generally required to amend the Proposed Charter.
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|
Advisory Proposal F –
Required Vote to Amend the Bylaws |
| | The FEAC Board is expressly authorized to adopt, alter, amend or repeal the bylaws by the affirmative vote of a majority of the directors. The bylaws may also be adopted, amended, altered or repealed by the FEAC Stockholders, provided that in addition to any vote of the holders of any class or series of FEAC capital stock required by law of the Current Charter, the affirmative vote of holders representing at least a majority of the voting power of all of the then-outstanding shares of capital stock of FEAC entitled to vote generally in the election of directors, voting together as a single class, shall be required. | | |
The New Skillz Board is expressly authorized to adopt, alter, amend or repeal the bylaws by the affirmative vote of a majority of the directors.
New Skillz stockholders may not amend any provision of the bylaws unless such action is approved, in addition to any other vote required by the Proposed Charter, by the holders of a majority in voting power of the shares of capital stock of New Skillz that would then be entitled to vote in the election of directors at an annual meeting or if after the Voting Threshold Date, by the holders of 2/3 of the voting power of the shares of capital stock of New Skillz that would then be entitled to vote in the election of directors at an annual meeting.
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Advisory Proposal G – Required Vote to Change Number of Directors
|
| | The number of directors of FEAC, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by the FEAC Board pursuant to a resolution | | | Subject to any rights of holders of preferred stock to elect directors under specified circumstances, the number of directors will be fixed from time to time by the New Skillz Board, provided further, that unless approved by the holders of a | |
Advisory Charter Proposal
|
| |
FEAC Current Charter
|
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Proposed Charter
|
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| | | adopted by a majority of the FEAC Board. | | | majority in voting power of the shares of capital stock that would then be entitled to vote in the election of directors at an annual meeting of stockholders (prior to the Voting Threshold Date) or the holders of 2/3 of the voting power of the shares of capital stock (after the Voting Threshold Date), the number of directors shall not exceed [•]. | |
| | | | | | | | | | | | | | | | | | | | | | | |
As of
June 30, 2020 |
| |
Additional
Pro Forma Adjustments (Assuming Maximum Redemptions) |
| | | | |
As of
June 30, 2020 |
| |||||||||
| | |
As of June 30, 2020
|
| |
Pro Forma
Adjustments (Assuming No Redemptions) |
| | | | |
Pro Forma
Combined (Assuming No Redemptions) |
| | | | |
Pro Forma
Combined (Assuming Maximum Redemptions) |
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| | |
FEAC
(Historical) |
| |
SKILLZ
(Historical) |
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Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 745 | | | | | $ | 68,941 | | | | | | 690,503 | | | |
(a)
|
| | | $ | 265,418 | | | | | $ | 296,056 | | | |
(g)
|
| | | $ | 262,441 | | |
| | | | | | | | | | | | | | | | | (24,150) | | | |
(b)
|
| | | | | | | | | | (299,033) | | | |
(p)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (21,847) | | | |
(c)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (10,000) | | | |
(d)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 158,531 | | | |
(e)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 11,740 | | | |
(f)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (609,000) | | | |
(g)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (45) | | | |
(h)
|
| | | | | | | | | | | | | | | | | | | | | |
Prepaid expenses and other current assets
|
| | | | 240 | | | | | | 9,127 | | | | | | — | | | | | | | | | 9,367 | | | | | | — | | | | | | | | | 9,367 | | |
Total current assets
|
| | | | 985 | | | | | | 78,068 | | | | | | 195,732 | | | | | | | | | 274,785 | | | | | | (2,977) | | | | | | | | | 271,808 | | |
Cash and investments held in Trust Account
|
| | | | 690,503 | | | | | | — | | | | | | (690,503) | | | |
(a)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Property and equipment, net
|
| | | | — | | | | | | 4,891 | | | | | | — | | | | | | | | | 4,891 | | | | | | — | | | | | | | | | 4,891 | | |
Other long-term assets
|
| | | | — | | | | | | 113 | | | | | | — | | | | | | | | | 113 | | | | | | — | | | | | | | | | 113 | | |
Total assets
|
| | | | 691,488 | | | | | | 83,072 | | | | | | (494,771) | | | | | | | | | 279,789 | | | | | | (2,977) | | | | | | | | | 276,812 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | | 749 | | | | | | 6,681 | | | | | | (45) | | | |
(h)
|
| | | | 7,385 | | | | | | — | | | | | | | | | 7,385 | | |
Other current liabilities
|
| | | | — | | | | | | 22,731 | | | | | | (6,589) | | | |
(i)
|
| | | | 16,142 | | | | | | — | | | | | | | | | 16,142 | | |
Total current liabilities
|
| | | | 749 | | | | | | 29,412 | | | | | | (6,634) | | | | | | | | | 23,527 | | | | | | — | | | | | | | | | 23,527 | | |
Deferred underwriting compensation
|
| | | | 24,150 | | | | | | — | | | | | | (24,150) | | | |
(b)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Other long-term liabilities
|
| | | | — | | | | | | 66 | | | | | | — | | | | | | | | | 66 | | | | | | — | | | | | | | | | 66 | | |
Total liabilities
|
| | | | 24,899 | | | | | | 29,478 | | | | | | (30,784) | | | | | | | | | 23,593 | | | | | | — | | | | | | | | | 23,593 | | |
Commitments and contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common shares subject to possible redemption
|
| | | | 661,589 | | | | | | — | | | | | | (661,589) | | | |
(j)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Redeemable convertible preferred stock
|
| | |
|
—
|
| | | | | 630,781 | | | | | | 11,740 | | | |
(f)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | 6,589 | | | |
(i)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (649,110) | | | |
(k)
|
| | | | | | | | | | | | | | | | | | | | | |
Stockholders’ equity (deficit) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Convertible Preferred Stock
|
| | | | — | | | | | | 25,413 | | | | | | (25,413) | | | |
(k)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Class A common Stock
|
| | | | — | | | | | | — | | | | | | 1 | | | |
(e)
|
| | | | 26 | | | | | | (3) | | | |
(p)
|
| | | | 25 | | |
| | | | | | | | | | | | | | | | | 7 | | | |
(j)
|
| | | | | | | | | | 2 | | | |
(m)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 2 | | | |
(l)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 16 | | | |
(m)
|
| | | | | | | | | | | | | | | | | | | | | |
Class B common Stock
|
| | | | 2 | | | | | | — | | | | | | (2) | | | |
(l)
|
| | | | 8 | | | | | | — | | | | | | | | | 8 | | |
| | | | | | | | | | | | | | | | | 8 | | | |
(m)
|
| | | | | | | | | | | | | | | | | | | | | |
Common Stock
|
| | | | — | | | | | | 17 | | | | | | (9) | | | |
(g)
|
| | | | — | | | | | | 4 | | | |
(g)
|
| | | | — | | |
| | | | | | | | | | | | | | | | | 26 | | | |
(k)
|
| | | | | | | | | | (4) | | | |
(m)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (34) | | | |
(m)
|
| | | | | | | | | | | | | | | | | | | | | |
Additional paid in capital
|
| | | | 4,795 | | | | | | — | | | | | | (21,847) | | | |
(c)
|
| | | | 1,484,116 | | | | | | 2 | | | |
(m)
|
| | | | 1,185,088 | | |
| | | | | | | | | | | | | | | | | 158,530 | | | |
(e)
|
| | | | | | | | | | (299,030) | | | |
(p)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 661,582 | | | |
(j)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 674,497 | | | |
(k)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 10 | | | |
(m)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 203 | | | |
(n)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 6,346 | | | |
(o)
|
| | | | | | | | | | | | | | | | | | | | | |
Retained earnings (accumulated deficit)
|
| | | | 203 | | | | | | (602,617) | | | | | | (10,000) | | | |
(d)
|
| | | | (1,227,954) | | | | | | 296,052 | | | |
(g)
|
| | | | (931,902) | | |
| | | | | | | | | | | | | | | | | (608,991) | | | |
(g)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (203) | | | |
(n)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (6,346) | | | |
(o)
|
| | | | | | | | | | | | | | | | | | | | | |
Total stockholders’ equity (deficit)
|
| | | | 5,000 | | | | | | (577,187) | | | | | | 828,383 | | | | | | | | | 256,196 | | | | | | (2,977) | | | | | | | | | 253,219 | | |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)
|
| | | $ | 691,488 | | | | | $ | 83,072 | | | | | $ | (494,771) | | | | | | | | $ | 279,789 | | | | | $ | (2,977) | | | | | | | | $ | 276,812 | | |
|
| | |
For the
period from January 15, 2020 (inception) through June 30, 2020 |
| |
Six Months
Ended June 30, 2020 |
| | | | | | | | | | |
Six Months
Ended June 30, 2020 |
| |
Additional
Pro Forma Adjustments (Assuming Maximum Redemptions) |
| |
Six Months
Ended June 30, 2020 |
| |||||||||||||||
| | |
Pro Forma
Combined (Assuming No Redemptions) |
| | | | |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| |
Pro Forma
Adjustments (Assuming No Redemptions) |
| |||||||||||||||||||||||||||
| | |
FEAC
(Historical) |
| |
SKILLZ
(Historical) |
| | ||||||||||||||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 102,437 | | | | | $ | — | | | | | | | | $ | 102,437 | | | | | $ | — | | | | | $ | 102,437 | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | — | | | | | | 5,704 | | | | | | — | | | | | | | | | 5,704 | | | | | | — | | | | | | 5,704 | | |
Research and development
|
| | | | — | | | | | | 8,884 | | | | | | — | | | | | | | | | 8,884 | | | | | | — | | | | | | 8,884 | | |
Sales and marketing
|
| | | | — | | | | | | 99,194 | | | | | | — | | | | | | | | | 99,194 | | | | | | — | | | | | | 99,194 | | |
General and administrative
|
| | | | 246 | | | | | | 16,475 | | | | | | (45) | | | |
(aa)
|
| | | | 16,676 | | | | | | — | | | | | | 16,676 | | |
Total costs and expenses
|
| | | | 246 | | | | | | 130,257 | | | | | | (45) | | | | | | | | | 130,458 | | | | | | — | | | | | | 130,458 | | |
Loss from operations
|
| | | | (246) | | | | | | (27,820) | | | | | | 45 | | | | | | | | | (28,021) | | | | | | — | | | | | | (28,021) | | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net
|
| | | | — | | | | | | (1,273) | | | | | | — | | | | | | | | | (1,273) | | | | | | — | | | | | | (1,273) | | |
Other income (expense), net
|
| | | | — | | | | | | (6,533) | | | | | | 6,589 | | | |
(bb)
|
| | | | 56 | | | | | | — | | | | | | 56 | | |
Other income – interest on Trust Account
|
| | | | 503 | | | | | | — | | | | | | (503) | | | |
(cc)
|
| | | | — | | | | | | — | | | | | | — | | |
Total other income (expense)
|
| | | | 503 | | | | | | (7,806) | | | | | | 6,086 | | | | | | | | | (1,217) | | | | | | — | | | | | | (1,217) | | |
Income (Loss) before income taxes
|
| | | | 257 | | | | | | (35,626) | | | | | | 6,131 | | | | | | | | | (29,238) | | | | | | — | | | | | | (29,238) | | |
Provision for income taxes
|
| | | | 54 | | | | | | 53 | | | | | | 1,288 | | | |
(dd)
|
| | | | 1,395 | | | | | | — | | | | | | 1,395 | | |
Net income (loss)
|
| | | | 203 | | | | | | (35,679) | | | | | | 4,843 | | | | | | | | | (30,633) | | | | | | — | | | | | | (30,633) | | |
Remeasurement of redeemable convertible preferred stock
|
| | | | — | | | | | | (409,506) | | | | | | 409,506 | | | |
(ee)
|
| | | | — | | | | | | | | | | | | — | | |
Net income (loss) attributable to common stockholders
|
| | | $ | 203 | | | | | $ | (445,185) | | | | | $ | 414,349 | | | | | | | | $ | (30,633) | | | | | $ | — | | | | | $ | (30,633) | | |
Weighted average common shares outstanding – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | 328,339,564 | | | | | | | | | | | | 320,763,570 | | |
Net loss per share attributable to common stockholders – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | (0.09) | | | | | | | | | | | $ | (0.10) | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Year Ended
December 31, 2019 |
| |
Additional
Pro Forma Adjustments (Assuming Maximum Redemptions) |
| |
Year Ended
December 31, 2019 |
| |||||||||
| | |
Year Ended
December 31, 2019 |
| |
Pro Forma
Adjustments (Assuming No Redemptions) |
| | | | |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| ||||||||||||||||||||||||
| | |
FEAC
(Historical) |
| |
SKILLZ
(Historical) |
| | ||||||||||||||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 119,872 | | | | | $ | — | | | | | | | | $ | 119,872 | | | | | $ | — | | | | | $ | 119,872 | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | — | | | | | | 5,713 | | | | | | — | | | | | | | | | 5,713 | | | | | | — | | | | | | 5,713 | | |
Research and development
|
| | | | — | | | | | | 11,241 | | | | | | — | | | | | | | | | 11,241 | | | | | | — | | | | | | 11,241 | | |
Sales and marketing
|
| | | | — | | | | | | 111,370 | | | | | | — | | | | | | | | | 111,370 | | | | | | — | | | | | | 111,370 | | |
General and administrative
|
| | | | — | | | | | | 16,376 | | | | | | — | | | | | | | | | 16,376 | | | | | | — | | | | | | 16,376 | | |
Total costs and expenses
|
| | | | — | | | | | | 144,700 | | | | | | — | | | | | | | | | 144,700 | | | | | | — | | | | | | 144,700 | | |
Loss from operations
|
| | | | — | | | | | | (24,828) | | | | | | — | | | | | | | | | (24,828) | | | | | | — | | | | | | (24,828) | | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net
|
| | | | — | | | | | | (2,497) | | | | | | — | | | | | | | | | (2,497) | | | | | | — | | | | | | (2,497) | | |
Other income (expense), net
|
| | | | — | | | | | | 3,720 | | | | | | — | | | | | | | | | 3,720 | | | | | | — | | | | | | 3,720 | | |
Total other income (expense)
|
| | | | — | | | | | | 1,223 | | | | | | — | | | | | | | | | 1,223 | | | | | | — | | | | | | 1,223 | | |
Loss before income taxes
|
| | | | — | | | | | | (23,605) | | | | | | — | | | | | | | | | (23,605) | | | | | | — | | | | | | (23,605) | | |
Provision for income taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | |
Net income (loss)
|
| | | | — | | | | | | (23,605) | | | | | | — | | | | | | | | | (23,605) | | | | | | — | | | | | | (23,605) | | |
Remeasurement of redeemable convertible
preferred stock |
| | | | — | | | | | | (62,519) | | | | | | 62,519 | | | |
(ee)
|
| | | | — | | | | | | | | | | | | — | | |
Net income (loss) attributable to common stockholders
|
| | | $ | — | | | | | $ | (86,124) | | | | | $ | 62,519 | | | | | | | | $ | (23,605) | | | | | $ | — | | | | | $ | (23,605) | | |
Weighted average common shares outstanding – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | 328,339,564 | | | | | | | | | | | | 320,763,570 | | |
Net loss per share attributable to common stockholders – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | (0.07) | | | | | | | | | | | $ | (0.07) | | |
| | |
Six Months Ended
June 30, 2020 |
| |
Year Ended
December 31, 2019 |
| ||||||||||||||||||
| | |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
Pro forma net loss
|
| | | $ | (30,633) | | | | | $ | (30,633) | | | | | $ | (23,605) | | | | | $ | (23,605) | | |
Weighted average common shares outstanding, basic and diluted
|
| | | | 328,339,564 | | | | | | 320,763,570 | | | | | | 328,339,564 | | | | | | 320,763,570 | | |
Net loss per share attributable to common stockholders – basic and diluted(1)
|
| | | $ | (0.09) | | | | | $ | (0.10) | | | | | $ | (0.07) | | | | | $ | (0.07) | | |
Weighted average common shares calculation, basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | |
FEAC public stockholders
|
| | | | 69,000,000 | | | | | | 39,118,438 | | | | | | 69,000,000 | | | | | | 39,118,438 | | |
Holders of FEAC sponsor shares(2)
|
| | | | 6,350,200 | | | | | | 6,350,200 | | | | | | 6,350,200 | | | | | | 6,350,200 | | |
Current Skillz stockholders(2)(3)
|
| | | | 237,136,312 | | | | | | 259,441,880 | | | | | | 237,136,312 | | | | | | 259,441,880 | | |
Private Placement
|
| | | | 15,853,052 | | | | | | 15,853,052 | | | | | | 15,853,052 | | | | | | 15,853,052 | | |
| | | | | 328,339,564 | | | | | | 320,763,570 | | | | | | 328,339,564 | | | | | | 320,763,570 | | |
Name
|
| |
Age
|
| |
Position
|
|
Harry E. Sloan | | |
67
|
| | Chief Executive Officer and Chairman | |
Eli Baker | | |
45
|
| | President, Chief Financial Officer and Secretary | |
Scott M. Delman | | |
60
|
| | Director | |
Joshua Kazam | | |
43
|
| | Director | |
Alan Mnuchin | | |
59
|
| | Director | |
Laurence E. Paul | | |
55
|
| | Director | |
Statement of Operations Data
|
| |
For the Period
from January 15, 2020 (inception) to June 30, 2020 |
| |||
| | |
(in dollars, except for share
and per share numbers) |
| |||
Revenue
|
| | | $ | — | | |
General and administrative expenses
|
| | | | 246,436 | | |
Loss from operations
|
| | | | (246,436) | | |
Other income – interest earned on Trust Account
|
| | | | 502,881 | | |
Provision for income taxes
|
| | | | (53,853) | | |
Net income
|
| | | $ | 202,592 | | |
Basic and diluted weighted average shares outstanding of Class A common stock
|
| | | | 69,000,000 | | |
Basic and diluted net income per share, Class A
|
| | | $ | — | | |
Basic and diluted weighted average shares outstanding of Class B common stock
|
| | | | 17,250,000 | | |
Basic and diluted net loss per share, Class B
|
| | | $ | — | | |
Balance Sheet Data
|
| |
June 30, 2020
|
| |||
| | |
(in dollars, except for
share numbers) |
| |||
Total assets
|
| | | $ | 691,487,490 | | |
Total liabilities
|
| | | | 24,898,590 | | |
Total stockholders’ equity and Class A common stock subject to possible redemptions
|
| | | | 666,588,900 | | |
| | |
Six Months
Ended June 30, 2020 |
| |
Six Months
Ended June 30, 2019 |
| |
Year Ended
December 31, 2019 |
| |
Year Ended
December 31, 2018 |
| ||||||||||||
| | |
(in thousands, except share and per share amounts)
|
| |||||||||||||||||||||
Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | 102,437 | | | | | $ | 53,951 | | | | | $ | 119,872 | | | | | $ | 50,778 | | |
Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 5,704 | | | | | | 2,307 | | | | | | 5,713 | | | | | | 2,112 | | |
Research and development
|
| | | | 8,884 | | | | | | 4,454 | | | | | | 11,241 | | | | | | 7,547 | | |
Sales and marketing
|
| | | | 99,194 | | | | | | 48,909 | | | | | | 111,370 | | | | | | 51,689 | | |
General and administrative
|
| | | | 16,475 | | | | | | 7,802 | | | | | | 16,376 | | | | | | 14,975 | | |
Total costs and expenses
|
| | | | 130,257 | | | | | | 63,472 | | | | | | 144,700 | | | | | | 76,323 | | |
Loss from operations
|
| | | | (27,820) | | | | | | (9,521) | | | | | | (24,828) | | | | | | (25,545) | | |
Interest expense, net
|
| | | | (1,273) | | | | | | (1,573) | | | | | | (2,497) | | | | | | (2,190) | | |
Other income (expense), net
|
| | | | (6,533) | | | | | | 1,211 | | | | | | 3,720 | | | | | | (45) | | |
Loss before income taxes
|
| | | | (35,626) | | | | | | (9,883) | | | | | | (23,605) | | | | | | (27,780) | | |
Provision for income taxes
|
| | | | 53 | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | $ | (35,679) | | | | | $ | (9,883) | | | | | $ | (23,605) | | | | | $ | (27,780) | | |
Remeasurement of redeemable convertible preferred stock
|
| | | | (409,506) | | | | | | (18,992) | | | | | | (62,519) | | | | | | (18,798) | | |
Net loss attributable to common stockholders
|
| | | $ | (445,185) | | | | | $ | (28,875) | | | | | $ | (86,124) | | | | | $ | (46,578) | | |
Net loss per common share | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share attributable to common stockholders – basic and diluted
|
| | | $ | (3.15) | | | | | $ | (0.22) | | | | | $ | (0.64) | | | | | $ | (0.36) | | |
Weighted average shares outstanding | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average common shares outstanding – basic and diluted
|
| | | | 141,162,200 | | | | | | 133,046,838 | | | | | | 135,124,756 | | | | | | 129,930,282 | | |
| | |
June 30, 2020
|
| |
December 31, 2019
|
| |
December 31, 2018
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 83,072 | | | | | $ | 38,856 | | | | | $ | 26,029 | | |
Total current liabilities
|
| | | | 29,412 | | | | | | 10,481 | | | | | | 10,212 | | |
Total liabilities
|
| | | | 29,478 | | | | | | 20,191 | | | | | | 24,953 | | |
Working capital
|
| | | | 48,656 | | | | | | 24,611 | | | | | | 14,565 | | |
Redeemable convertible preferred stock
|
| | | | 630,781 | | | | | | 156,335 | | | | | | 54,056 | | |
Total stockholder’s deficit
|
| | | | (577,187) | | | | | | (137,670) | | | | | | (52,980) | | |
| | |
Six Months
Ended June 30, 2020 |
| |
Six Months
Ended June 30, 2019 |
| |
Year Ended
December 31, 2019 |
| |
Year Ended
December 31, 2018 |
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Statement of Cash Flows Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in): | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating activities
|
| | | $ | (9,316) | | | | | $ | (6,925) | | | | | $ | (21,937) | | | | | $ | (16,948) | | |
Investing activities
|
| | | | (1,875) | | | | | | (1,052) | | | | | | (3,223) | | | | | | (867) | | |
Financing activities
|
| | | | 54,504 | | | | | | (4) | | | | | | 31,168 | | | | | | 33,330 | | |
| | |
Six months ended June 30,
(Unaudited) |
| |||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||||||||||||||
Revenue
|
| | | $ | 102,437 | | | | | $ | 53,951 | | | | | $ | 48,486 | | | | | | 90% | | |
Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of Revenue
|
| | | | 5,704 | | | | | | 2,307 | | | | | | 3,397 | | | | | | 147 | | |
Research and development
|
| | | | 8,884 | | | | | | 4,454 | | | | | | 4,430 | | | | | | 99 | | |
Sales and marketing
|
| | | | 99,194 | | | | | | 48,909 | | | | | | 50,285 | | | | | | 103 | | |
General and administrative
|
| | | | 16,475 | | | | | | 7,802 | | | | | | 8,673 | | | | | | 111 | | |
Total costs and expenses
|
| | | | 130,257 | | | | | | 63,472 | | | | | | 66,785 | | | | | | 105 | | |
Loss from operations
|
| | | | (27,820) | | | | | | (9,521) | | | | | | (18,299) | | | | | | 192 | | |
Interest expense, net
|
| | | | (1,273) | | | | | | (1,573) | | | | | | 300 | | | | | | (19) | | |
Other income (expense), net
|
| | | | (6,533) | | | | | | 1,211 | | | | | | (7,744) | | | | | | (639) | | |
Loss before income taxes
|
| | | | (35,626) | | | | | | (9,883) | | | | | | (25,743) | | | | | | 260 | | |
Provision for income taxes
|
| | | | 53 | | | | | | — | | | | | | 53 | | | | | | NM | | |
Net loss
|
| | | | (35,679) | | | | | | (9,883) | | | | | | (25,796) | | | | | | 261 | | |
Remeasurement of redeemable convertible preferred
stock |
| | | | (409,506) | | | | | | (18,992) | | | | | | (390,514) | | | | | | 2,056 | | |
Net loss attributable to common stockholders
|
| | | | (445,185) | | | | | | (28,875) | | | | | | (416,310) | | | | | | 1,442 | | |
Net loss per share attributable to common stockholders – basic and diluted
|
| | | $ | (3.15) | | | | | $ | (0.22) | | | | | $ | (2.93) | | | | | | 1,332 | | |
Weighted average common outstanding – basic and
diluted |
| | | | 141,162,200 | | | | | | 133,046,838 | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||||||||||||||
Revenue
|
| | | $ | 119,872 | | | | | $ | 50,778 | | | | | $ | 69,094 | | | | | | 136% | | |
Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 5,713 | | | | | | 2,112 | | | | | | 3,601 | | | | | | 171 | | |
Research and development
|
| | | | 11,241 | | | | | | 7,547 | | | | | | 3,694 | | | | | | 49 | | |
Sales and marketing
|
| | | | 111,370 | | | | | | 51,689 | | | | | | 59,681` | | | | | | 115 | | |
General and administrative
|
| | | | 16,376 | | | | | | 14,975 | | | | | | 1,401 | | | | | | 9 | | |
Total costs and expenses
|
| | | | 144,700 | | | | | | 76,323 | | | | | | 68,377 | | | | | | 90 | | |
Loss from operations
|
| | | | (24,828) | | | | | | (25,545) | | | | | | 717 | | | | | | (3) | | |
Interest expense, net
|
| | | | (2,497) | | | | | | (2,190) | | | | | | (307) | | | | | | 14 | | |
Other income (expense), net
|
| | | | 3,720 | | | | | | (45) | | | | | | 3,765 | | | | | | (8,367) | | |
Loss before income taxes
|
| | | | (23,605) | | | | | | (27,780) | | | | | | 4,175 | | | | | | (15) | | |
Provision for income taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | NM | | |
Net loss
|
| | | | (23,605) | | | | | | (27,780) | | | | | | 4,175 | | | | | | (15) | | |
Remeasurement of redeemable convertible preferred
stock |
| | | | (62,519) | | | | | | (18,798) | | | | | | (43,271) | | | | | | 233 | | |
Net loss attributable to common stockholders
|
| | | | (86,124) | | | | | | (46,578) | | | | | | (39,546) | | | | | | 85 | | |
Net loss per share attributable to common stockholders – basic and diluted
|
| | | $ | (0.64) | | | | | $ | (0.36) | | | | | $ | (0.28) | | | | | | 78 | | |
Weighted average common shares outstanding – basic and diluted
|
| | | | 135,124,756 | | | | | | 129,930,282 | | | | | | | | | | | | | | |
| | |
Six months ended June 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Net loss
|
| | | $ | (35,679) | | | | | $ | (9,883) | | |
Interest expense, net
|
| | | | 1,273 | | | | | | 1,573 | | |
Income tax expense
|
| | | | 53 | | | | | | — | | |
Depreciation and amortization
|
| | | | 635 | | | | | | 272 | | |
EBITDA
|
| | | | (33,718) | | | | | | (8,038) | | |
Stock-based compensation
|
| | | | 5,903 | | | | | | 766 | | |
Other non-operating costs (income)(1)
|
| | | | 6,589 | | | | | | (1,208) | | |
Impairment charge(2)
|
| | | | 3,395 | | | | | | — | | |
Adjusted EBITDA
|
| | | $ | (17,831) | | | | | $ | (8,480) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Net loss
|
| | | $ | (23,605) | | | | | $ | (27,780) | | |
Interest expense, net
|
| | | | 2,497 | | | | | | 2,190 | | |
Income tax expense
|
| | | | — | | | | | | — | | |
Depreciation and amortization
|
| | | | 711 | | | | | | 404 | | |
EBITDA
|
| | | | (20,397) | | | | | | (25,186) | | |
Stock-based compensation
|
| | | | 1,237 | | | | | | 6,680 | | |
Other non-operating costs (income)(1)
|
| | | | (3,648) | | | | | | 46 | | |
Adjusted EBITDA
|
| | | $ | (22,808) | | | | | $ | (18,460) | | |
| | |
Six Months Ended
June 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Net cash used in operating activities
|
| | | $ | (9,316) | | | | | $ | (6,925) | | |
Net cash used in investing activities
|
| | | | (1,875) | | | | | | (1,052) | | |
Net cash provided by (used in) financing activities
|
| | | | 54,504 | | | | | | (4) | | |
| | |
Year Ended
December 31, |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Net cash used in operating activities
|
| | | $ | (21,937) | | | | | $ | (16,948) | | |
Net cash used in investing activities
|
| | | | (3,223) | | | | | | (867) | | |
Net cash provided by financing activities
|
| | | | 31,168 | | | | | | 33,330 | | |
| | |
Total
|
| |
Less than
1 Year |
| |
1 – 3 Years
|
| |
3 – 5 Years
|
| |
More than
5 Years |
| |||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Operating lease obligations
|
| | | $ | 33,618 | | | | | $ | 5,287 | | | | | $ | 9,394 | | | | | $ | 4,952 | | | | | $ | 13,985 | | |
(in thousands)
|
| |
Actual
|
| |
%
|
| |
No
Redemption |
| |
%
|
| |
Maximum
Redemptions |
| |
%
|
| ||||||||||||||||||
Skillz rollover equity – New Skillz Class A
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FEAC public stockholders
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FEAC founder shares
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FEAC Shares issued upon conversion of
Convertible Notes |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FEAC Shares issued in the Private Placement
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Total Shares
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
FEAC
|
| |
New Skillz
|
|
|
Authorized Capital Stock
|
| |||
| FEAC is currently authorized to issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. | | |
New Skillz will be authorized to issue [•] shares of capital stock, consisting of (i) [•] shares of New Skillz Class A common stock, par value $0.0001 per share, (ii) [•] shares of New Skillz Class B common stock, par value $0.0001 per share, and (iii) [•] shares of preferred stock, par value $0.0001 per share.
Upon consummation of the Business Combination, we expect there will be approximately [•] million shares of New Skillz Class A common stock and approximately [•] million shares of New Skillz Class B common stock (in each case, assuming no redemptions) outstanding. Following consummation of the Business Combination, New Skillz is not expected to have any preferred stock outstanding.
|
|
|
Rights of Preferred Stock
|
| |||
| FEAC’s Board may fix for any series of preferred stock such voting powers, full or limited, or no voting powers, and such preferences, designations and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as may be stated in the resolutions of the FEAC Board providing for the issuance of such series. | | | The New Skillz Board may fix for any class or series of preferred stock such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as may be stated in the resolutions of the New Skillz Board providing for the issuance of such class or series. | |
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FEAC
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New Skillz
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Number and Qualification of Directors
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| The number of directors of FEAC, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by FEAC’s Board of directors pursuant to a resolution adopted by a majority of FEAC’s Board. | | |
Subject to any rights of holders of preferred stock to elect directors under specified circumstances, the number of directors will be fixed from time to time pursuant to a resolution adopted by the New Skillz Board, provided further, that unless approved by the holders of a majority in voting power of the shares of capital stock (prior to the Voting Threshold Date) or the holders of 2/3rds of the voting power of the shares of capital stock (after the Voting Threshold Date), the number of directors shall not exceed [•].
The Voting Threshold Date is the first date on which the issued and outstanding shares of New Skillz Class B common stock represents less than 50% of the total voting power of the then outstanding shares of capital stock.
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Classification of the Board of Directors
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| Subject to the rights of the holders of one or more series of preferred stock of FEAC to elect one or more directors, the FEAC Board is classified into three classes of directors with staggered terms of office. | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. However, the Proposed Charter does not provide for a classified board of directors, and thus all directors will be elected each year for one-year terms. | |
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Election of Directors
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At FEAC’s annual meeting, stockholders elect directors to replace the class of directors whose term expires at that annual meeting, each of whom shall hold office for a term of three years or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal.
If the number of directors is changed, any increase or decrease is apportioned among the classes to maintain an equal number of directors in each class as nearly as possible, and any additional director of any class elected to fill a vacancy will hold office for the remaining term of that class, but in no case will a decrease in the number of directors remove or shorten the term of any incumbent director.
Subject to the rights of the holders of one or more series of preferred stock, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
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The stockholders shall elect directors each of whom shall hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal.
At stockholder meetings for the election of directors, the vote required for election of a director shall, except in a contested election, be the affirmative vote of a majority of the votes cast in favor or against the election of a nominee.
In a contested election, the directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the holders of stock entitled to vote in such election, and stockholders will not be permitted to vote against a nominee. An election is considered contested if, as of the tenth (10th) day preceding the date that New Skillz first mails its notice of meeting for such meeting to the stockholders of New Skillz, there are more nominees for election than directorships to be filled by election at the meeting.
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FEAC
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New Skillz
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| | | | New Skillz will not be permitted to authorize or issue any shares of any class or series of capital stock entitling the holder thereof to more than (1) vote for each share or entitling any class or series of securities to designate or elect directors as a class or series separate from the New Skillz Class A common stock and the New Skillz Class B common stock. | |
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Removal of Directors
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| Subject to the rights of the holders of any series of preferred stock, any director or the entire board may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of FEAC entitled to vote generally in the election of directors, voting together as a single class. | | |
Subject to the rights of the holders of any series of preferred stock (as set forth in a New Skillz Preferred Stock designation adopted in compliance with the Charter), any director or the entire board may be removed from office at any time for any or no reason and immediately upon the approval of the holders of a majority in voting power of the shares of capital stock (prior to the Voting Threshold Date) or the holders of 2/3rds of the voting power of the shares of capital stock (after the Voting Threshold Date).
The Voting Threshold Date is the first date on which the issued and outstanding shares of New Skillz Class B common stock represents less than 50% of the total voting power of the then outstanding shares of capital stock.
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Voting
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Except as otherwise required by law or the Current Charter, holders of the FEAC Class A common stock and the FEAC Class B common stock exclusively possess all voting power with respect to FEAC. Except as otherwise required by law or the Current Charter, the holders of FEAC Shares shall be entitled to one vote for each such share on each matter properly submitted to FEAC’s stockholders on which the holders of FEAC Shares are entitled to vote.
Except as otherwise required by law or the Current Charter, for so long as any shares of FEAC Class B common stock remain outstanding, FEAC may not, without first obtaining the written consent of the holders of at least a majority of the then outstanding shares of FEAC Class B common stock, voting separately as a single class, amend, alter or repeal any provision of the Current Charter, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the FEAC Class B common stock.
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Holders of New Skillz Class A common stock will be entitled to cast one vote per Class A share, while holders of New Skillz Class B common stock will be entitled to cast 20 votes per share of New Skillz Class B common stock. Except as otherwise required by law or the Proposed Charter, holders of all classes of New Skillz common stock vote together as a single class, while directors are elected by a plurality of the votes cast in contested elections.
Except as otherwise required by applicable law, holders of New Skillz Class A common stock and New Skillz Class B common stock will not be entitled to vote on any amendment to the Proposed Charter that relates solely to the terms of one or more outstanding series of New Skillz preferred stock if the holders of such affected series of New Skillz preferred stock are exclusively entitled to vote thereon pursuant to the Proposed Charter or applicable law.
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FEAC
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New Skillz
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Cumulative Voting
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| Delaware law allows for cumulative voting only if provided for in the Current Charter; however, the Current Charter does not authorize cumulative voting. | | | Delaware law allows for cumulative voting only if provided for in the Proposed Charter; however, the Proposed Charter does not authorize cumulative voting. | |
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Vacancies on the Board of Directors
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Subject to the rights of the holders of any series of preferred stock, newly created directorships resulting from an increase in the number of directors and any vacancies on the board resulting from death, resignation, retirement, disqualification, removal or other cause are filled exclusively by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director.
Any director so chosen will hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified.
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| | Any newly created directorship on the New Skillz Board that results from an increase in the number of directors and any vacancy occurring in the New Skillz Board may be filled by (i) prior to the first date on which the issued and outstanding shares of New Skillz Class B common stock represents less than 50% of the total voting power of the then outstanding shares of capital stock of New Skillz that would be entitled to vote in the election of directors at an annual meeting of stockholders, solely by the stockholders of New Skillz with the majority in voting power of the shares of capital stock of the Corporation that would be entitled to vote in the election of directors at an annual meeting of stockholders unless any such vacancy or newly created directorships remain unfilled for at least sixty (60) days, in which case such vacancy or newly created directorships may also be filled by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum or by a sole remaining director; or (ii) on or after the first date on which the issued and outstanding shares of New Skillz Class B common stock represents less than 50% of the total voting power of the then outstanding shares of capital stock of New Skillz that would be entitled to vote in the election of directors at an annual meeting of stockholders, solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum or by a sole remaining director, provided, however, prior to the Voting Threshold Date, any vacancy may be filled by the holders of a majority in voting power of the shares of capital stock of New Skillz that would be then entitled to vote in the election of directors at an annual meeting of stockholders. | |
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Special Meeting of the Board of Directors
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| Special meetings of the FEAC Board may be called by the Chairman of the Board or President or upon the written request of at least a majority of directors then in office or the sole director. | | | Special meetings of the New Skillz Board may be called by the Chairperson of the Board, the Chief Executive Officer, the affirmative vote of a majority of the directors then in office, or by one director in the event there is only a single director in office. | |
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FEAC
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New Skillz
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Stockholder Action by Written Consent
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| Under the Current Charter, any action required or permitted to be taken by the stockholders of FEAC must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the FEAC Class B common stock with respect to which action may be taken by written consent, and other than what may otherwise be provided for pursuant to the Current Charter relating to the rights of the holders of any outstanding series of preferred stock of FEAC. | | |
Subject to the terms of any series of preferred stock, any action required or permitted to be taken by the stockholders of New Skillz must be effected at an annual or special meeting of the stockholders and may not be effected by written consent; provided however, prior to the Voting Threshold Date, any action required or permitted to be taken at any annual or special meeting of New Skillz stockholders, may be taken by written consent if such written consent is signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such matter were present and voted.
The Voting Threshold Date is the first date on which the issued and outstanding shares of New Skillz Class B common stock represents less than 50% of the total voting power of the then outstanding shares of capital stock of New Skillz that would be entitled to vote in the election of directors at an annual meeting of stockholders.
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Amendment to Certificate of Incorporation
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Under Delaware law, an amendment to a charter generally requires the approval of the FEAC Board and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class.
Article IX of the Current Charter relating to business combination requirements may not be amended prior to the consummation of the initial business combination unless approved by the affirmative vote of the holders of at least 65% of all then outstanding FEAC Shares.
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| | Under the Proposed Charter, so long as any shares of New Skillz Class B common stock remain outstanding, the New Skillz shall not, without the prior affirmative vote of the holders of two-thirds (2/3rd) of the outstanding shares of New Skillz Class B common stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Charter, amend the Proposed Charter (1) in a manner that changes any of the voting, conversion, dividend or liquidation provisions of the shares of New Skillz Class B common stock, (2) to provide for each share of New Skillz Class A Common Stock to have more than one (1) vote per share or any rights to a separate class vote of the holders of shares of New Skillz Class A Common Stock other than as provided by the Proposed Charter or required by the DGCL or (3) otherwise adversely impact the rights, powers, preferences or privileges of the shares of New Skillz Class B common stock in a manner that is disparate from the manner in which it affects the rights, powers, preferences or privileges of the shares of New Skillz Class A common stock. | |
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FEAC
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New Skillz
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Under the Proposed Charter so long as any shares of New Skillz Class A common stock remain outstanding, the prior affirmative vote of the holders of a majority of the outstanding shares of New Skillz Class A common stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Charter, is required to amend the Proposed Charter (1) in a manner that alters or changes the powers, preferences, or special rights of the shares of New Skillz Class A common stock so as to affect them adversely; or (2) to provide for each share of New Skillz Class B common stock to have more than twenty (20) votes per share or any rights to a separate class vote of the holders of shares of New Skillz Class B common stock other than as provided by the Proposed Charter or required by the DGCL.
Amending the Proposed Charter to modify a provision providing for specific approval requirements by the New Skillz stockholders (or any class of capital stock of the New Skillz) must be approved by the greater of (i) the approval requirement contemplated in such provision or (ii) the approval requirements generally required to amend the Proposed Charter.
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Amendment of the Bylaws
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| The FEAC Board is expressly authorized to make, alter, amend or repeal the amended and restated bylaws. The bylaws may also be adopted, amended, altered or repealed by the FEAC Stockholders representing a majority of the voting power of all of the then-outstanding shares of capital stock of FEAC entitled to vote generally in the election of directors. | | |
The New Skillz Board is expressly authorized to make, alter, amend or repeal the bylaws by the affirmative vote of a majority of the directors, provided that the changes are not in any manner inconsistent with the laws of the State of Delaware or the Charter.
New Skillz stockholders may not amend any provision of the bylaws unless such action is approved by the holders of a majority in voting power of the shares of capital stock of New Skillz that would then be entitled to vote in the election of directors at an annual meeting or if after the Voting Threshold Date, by the holders of 2/3rds of the voting power of the shares of capital stock of New Skillz.
The Voting Threshold Date is the first date on which the issued and outstanding shares of New Skillz Class B common stock represents less than 50% of the total voting power of the then outstanding shares of capital stock.
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FEAC
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New Skillz
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Quorum
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Board of Directors. A majority of the FEAC Board constitutes a quorum at any meeting of the FEAC Board.
Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum; expect that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series will constitute a quorum.
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Board of Directors. The greater of (i) a majority of directors at any time in office and (ii) one-third of the number of directors established by the New Skillz Board in Section 2.2 of the New Skillz Bylaws pertaining to the number of directors constituting the New Skillz Board, shall constitute a quorum of the New Skillz Board.
Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of issued and outstanding capital stock of New Skillz representing a majority of the voting power of all issued and outstanding shares of capital stock of New Skillz entitled to vote at such meeting constitutes a quorum; provided, however, that where a separate vote by a class or classes of capital stock is required, the holders of a majority in voting power of the shares of such class and entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum.
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Interested Directors
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| To the extent permitted by law, FEAC renounces any expectancy that any of the FEAC directors or officers will offer any corporate opportunity in which he or she may become aware to FEAC, except with respect to any of the directors or officers of FEAC with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of FEAC and (i) such opportunity is one that FEAC is legally and contractually permitted to undertake and would otherwise be reasonable for FEAC to pursue and (ii) the director or officer is permitted to refer that opportunity to FEAC without violating any legal obligation. | | | New Skillz renounces any interest or expectancy of New Skillz in, or in being offered an opportunity to participate in, any matter, transaction or interest that is presented to, or acquired, created or developed by any director of New Skillz who is not an employee or officer of New Skillz or any of its subsidiaries, unless such matter, transaction or interest is presented to, or acquired, created or developed by, such person expressly and solely in such person’s capacity as a director of the Corporation. | |
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FEAC
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New Skillz
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Special Stockholder Meetings
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| The FEAC bylaws provide that a special meeting of stockholders may be called by the Chairman of the Board, Chief Executive Officer of FEAC, or the FEAC Board pursuant to a resolution adopted by a majority of the FEAC board. | | | Special meetings of the New Skillz stockholders may be called at any time by the New Skillz Board, the Chairperson of the New Skillz Board or the Chief Executive Officer of New Skillz; provided that until such time as no New Skillz Class B common stock is outstanding, special meetings of stockholder may be called for any purpose or purposes by, if prior to the Voting Threshold Date, the holders of a majority in voting power of the shares of capital stock of New Skillz that would then be entitled to vote in the election of directors at an annual meeting or if after the Voting Threshold Date, by the holders of 2/3rds of the voting power of the shares of capital stock of New Skillz. | |
| | | | The Voting Threshold Date is the first date on which the issued and outstanding shares of New Skillz Class B common stock represents less than 50% of the total voting power of the then outstanding shares of capital stock. | |
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Notice of Stockholder Meetings
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Written notice stating the place, if any, date and hour of each meeting of FEAC’s stockholders, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) must be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless otherwise required by law.
Whenever notice is required to be given to any FEAC Stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL.
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Except as otherwise provided by law or the Proposed Charter or New Skillz bylaws, notice of each meeting of the New Skillz stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the New Skillz stockholders entitled to notice of the meeting.
Without limiting the manner by which notice otherwise may be given to New Skillz stockholders, any notice to New Skillz stockholders given by New Skillz shall be effective if given by electronic transmission in accordance with the DGCL. The notices of all meetings shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting). The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called.
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FEAC
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New Skillz
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Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
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No business may be transacted at an annual meeting of FEAC Stockholders, other than business that is either (i) specified in FEAC’s notice of meeting (or any supplement thereto) delivered pursuant to the bylaws, (ii) otherwise properly brought before the annual meeting by or at the direction of the FEAC Board or (iii) otherwise properly brought before the annual meeting by any FEAC Stockholder who is entitled to vote at the meeting, who complies with the notice procedures set forth in the FEAC bylaws.
The FEAC Stockholder must (i) give timely notice thereof in proper written form to the Secretary of FEAC, and (ii) the business must be a proper matter for stockholder action. To be timely, a FEAC Stockholder’s notice must be received by the Secretary at the principal executive offices of FEAC not later than the close of business on the ninetieth (90th) day nor earlier than the opening of business on the one-hundred twentieth (120th) day before the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered not earlier than the close of business on the 120th day before the meeting and not later than the 90th day before the meeting or the 10th day following public announcement of the date of the annual meeting, if later. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice.. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the FEAC bylaws.
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No business may be conducted at an annual meeting of New Skillz stockholders, other than business that is either (i) specified in New Skillz notice of meeting delivered pursuant to the bylaws, (ii) otherwise properly brought before the annual meeting by or at the direction of the board (or a committee thereof) or (iii) otherwise properly brought before the annual meeting by any stockholder of New Skillz who is entitled to vote at the meeting, who complies with the notice procedures set forth in the bylaws and who is a stockholder of record at the time such notice is delivered to the Secretary of New Skillz.
The New Skillz stockholder must (i) give timely notice thereof in proper written form to the Secretary of New Skillz and (ii) the business must be a proper matter for stockholder action. To be timely, a stockholder’s notice must be received at the principal executive offices of New Skillz not less than ninety (90) or more than one-hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided however if the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, the notice must be delivered not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth day following the day on which public disclosure of such meeting was first made. The public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the New Skillz bylaws.
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FEAC
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New Skillz
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Stockholder Nominations of Persons for Election as Directors
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Nominations of persons for election to the FEAC Board may be made by any stockholder of FEAC who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice required (as described below) and on the record date for the determination of stockholders entitled to vote at such meeting and who gives proper notice.
To give timely notice, a stockholder’s notice must be given to the Secretary of FEAC at the principal executive offices of FEAC either (i) in the case of an annual meeting, not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day before the anniversary date of the immediately preceding annual meeting of stockholders (in most cases) and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which public announcement of the date of the special meeting is first made.
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| | Nominations of persons for election to the New Skillz’s Board may be made by any stockholder of New Skillz who provides a timely notice (i.e. provides notice which must be received in writing by the secretary of New Skillz at New Skillz’s principal executive officers either (i) in the case of an election of directors at an annual meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting (in most cases) or (ii) in the case of an election of directors at a special meeting, not earlier than one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of (a) the ninetieth (90th) day prior to such special meeting and (b) the tenth (10th) day following the day on which public disclosure of the date of such special meeting for the election of directors is first made), is a stockholder of record on the date of giving such notices and on the record date for the determination of stockholders entitled to vote at such a meeting, and is entitled to vote at such meeting and on such election. | |
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Limitation of Liability of Directors and Officers
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The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit.
The Current Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, unless a director violated his or her duty of loyalty to the FEAC or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director.
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The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit.
The Proposed Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, unless a director breached his or her duty of loyalty to New Skillz or its stockholders, performed acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, pursuant to Section 174 of the DGCL, or for any transaction from which the director derived an improper personal benefit.
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FEAC
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New Skillz
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Indemnification of Directors, Officers
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The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity.
The Current Charter provides that FEAC will indemnify each director and officer to the fullest extent permitted by applicable law.
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The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity.
The Proposed Charter provides that New Skillz will indemnify each director and officer to the fullest extent permitted by applicable law.
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Dividends
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Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation.
The Current Charter provides that, subject to applicable law and the rights, if any, of outstanding shares of preferred stock, the holders of FEAC Shares will be entitled to receive dividends (payable in cash, property, or capital stock of FEAC) when, as, and if declared by the board of directors from time to time out of any assets of FEAC legally available for dividends.
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Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation.
The Proposed Charter provides that New Skillz common stock shall be treated equally, identically, and ratably, on a per share basis, with respect to any dividends that may be declared and paid from time to time by the board of directors out of any assets of New Skillz legally available for dividends.
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FEAC
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New Skillz
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Liquidation
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| Subject to applicable law and the rights, if any, of the holders of outstanding shares of preferred stock, the Current Charter provides that following the payment or provision for payment of the debts and other liabilities of FEAC in the event of an voluntary or involuntary liquidation, dissolution, or winding up of FEAC, the holders of FEAC Shares shall be entitled to receive all the remaining assets of FEAC available for distribution to its stockholders, ratably in proportion to the number of shares of FEAC Shares held by them. | | | Subject to applicable law and the preferential or other rights of any holders of preferred stock then outstanding, the Proposed Charter provides that in the event of the liquidation or winding up of New Skillz, whether voluntary or involuntary, holders of New Skillz common stock will be entitled to receive ratably all assets of New Skillz available for distribution to its stockholders unless disparate or different treatment of the shares of each such class with respect to distributions upon any liquidation, dissolution, distribution of assets, or winding up is approved by the affirmative vote of the holders of a majority of the outstanding shares of New Skillz common stock, each voting separately as a class. | |
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Supermajority Voting Provisions
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| There are no provisions of FEAC’s Charter or bylaws that require the affirmative vote of a supermajority of the voting power of all outstanding shares of capital stock of FEAC. | | | Following the first date on which the issued and outstanding shares of New Skillz Class B common stock represent less than 50% of the total voting power of the then outstanding shares of capital stock of New Skillz that would then be entitled to vote in the election of directors at an annual meeting of stockholders, the affirmative vote of two-thirds (2/3rds) of the voting power of the shares of capital stock of New Skillz that would then be entitled to vote in the election of directors at an annual meeting of stockholders will be required in order for the stockholders of New Skillz to amend New Skillz’s Charter in certain circumstances, amend New Skillz’s bylaws, increase or decrease the number of directors, fill vacancies on the board of directors, remove a director from office, or call a special meeting of stockholders. | |
|
Anti-Takeover Provisions and Other Stockholder Protections
|
| |||
| The anti-takeover provisions and other stockholder protections in the Current Charter include the staggered board, a prohibition on stockholder action by written consent, and blank check preferred stock. Section 203 of the DGCL prohibit a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e. a stockholder owning 15% or more of FEAC voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions. | | | The anti-takeover provisions and other stockholder protections included in the Proposed Charter include a prohibition on stockholder action by written consent and blank check preferred stock. Section 203 of the DGCL prohibit a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e. a stockholder owning 15% or more of FEAC voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions. | |
|
FEAC
|
| |
New Skillz
|
|
|
Preemptive Rights
|
| |||
| There are no preemptive rights relating to the FEAC Shares. | | | There are no preemptive rights relating to the shares of New Skillz common stock. | |
|
Fiduciary Duties of Directors
|
| |||
|
Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.
The FEAC Board may exercise all such powers of FEAC and do all such lawful acts and things as are not by statute or FEAC’s Charter or FEAC’s bylaws directed or required to be exercised or done solely by stockholders.
|
| |
Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.
The New Skillz Board may exercise all such authority and powers of New Skillz and do all such lawful acts and things as are not by statute or the New Skillz’s Charter or New Skillz’s bylaws directed or required to be exercised or done solely by the stockholders.
|
|
|
Inspection of Books and Records
|
| |||
| Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. The Current Charter permits FEAC’s books and records to be kept within or outside Delaware. | | | Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. | |
|
FEAC
|
| |
New Skillz
|
|
|
Choice of Forum
|
| |||
| The Current Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockholder (including a beneficial owner) to: (i) any derivative action or proceeding brought on behalf of FEAC, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of FEAC to FEAC or FEAC’s stockholders, (iii) any action asserting a claim against FEAC, its directors, officers, or employees arising pursuant to any provision of the DGCL or the Current Charter or FEAC’s bylaws, (iv) any action asserting a claim against FEAC, its directors, officers, or employees governed by the internal affairs doctrine, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. | | | The Proposed Charter generally designates Court of Chancery of the State of Delaware as the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of New Skillz, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or any other wrongdoing by, any director officer, employee, or stockholder of New Skillz, (iii) any action asserting a claim against New Skillz arising pursuant to any provision of the DCGL, the New Skillz Chart, or New Skillz’s bylaws, (iv) any action to interpret, apply, enforce, or determine the validity of any provisions in the Proposed Charter or New Skillz’s bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine and if brought outside of Delaware in the name of any stockholder, the stockholder bringing the suit will be deemed to have consented to (a) the personal jurisdiction of the state and federal courts within Delaware and (b) service of process on such stockholder’s counsel, subject to certain exceptions. In addition, notwithstanding anything to the contrary in the foregoing, the federal district courts of the United States are the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action under the Securities Act. The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act. | |
| | |
Before the Business
Combination |
| |
After the Business Combination
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Assuming No
Redemption |
| |
Assuming Maximum
Redemption |
| ||||||||||||||||||||||||||||||||||||
Name and Address of
Beneficial Owner |
| |
Number of
shares of FEAC common stock |
| |
%
|
| |
% of
Total Voting Power** |
| |
Number of
shares of New Skillz Class A Common Stock |
| |
%
|
| |
Number of
shares of New Skillz Class B Common Stock |
| |
%
|
| |
% of
Total Voting Power** |
| |
Number of
shares of New Skillz Class A Common Stock |
| |
%
|
| ||||||||||||||||||||||||||||||
Eagle Equity Partners II, LLC(1)(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | | | |
Harry E. Sloan(1)(3)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | | | |
Eli Baker(1)(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | | | |
Scott M. Delman(1)(4)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | | | |
Joshua Kazam(1)(5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | | | |
Alan Mnuchin(1)(7)
|
| | | | | | | | | | * | | | | | | * | | | | | | | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | * | | |
Laurence E. Paul(1)(8)
|
| | | | | | | | | | * | | | | | | * | | | | | | | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | * | | |
All Directors and Executive Officers of FEAC as a Group (Six Individuals)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | | | |
Directors and Executive
Officers of New Skillz After Consummation of the Business Combination |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Andrew Paradise
|
| | | | — | | | | | | — | | | | | | — | | | | | | 81,846,835 | | | | | | | | | | | | [ ] | | | | | | | | | | | | [ ] | | | | | | | | | | | | | | |
Casey Chafkin
|
| | | | — | | | | | | — | | | | | | — | | | | | | 16,878,529 | | | | | | | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | | | |
Kent Wakeford
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,011,090 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | * | | |
Vanda Mehta-Krantz
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | | | | | | | * | | |
All Directors and Executive Officers of New Skillz as a Group ( Individuals)
|
| | | | — | | | | | | — | | | | | | — | | | | | | [ ] | | | | | | [ ] | | | | | | [ ] | | | | | | [ ] | | | | | | [ ] | | | | | | [ ] | | | | | | [ ] | | |
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
[•]
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | [ ] | | | | | | | | | | | | | | |
[•]
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | [ ] | | | | | | | | | | | | | | |
[•]
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | [ ] | | | | | | | | | | | | | | |
Name
|
| |
Age
|
| |
Position
|
|
Andrew Paradise | | |
[•]
|
| | Chief Executive Officer | |
Casey Chafkin | | |
[•]
|
| | Chief Revenue Officer | |
Kent Wakeford | | |
[51]
|
| | [•] | |
Vandana Mehta-Krantz | | |
[52]
|
| | [•] | |
Name and Position
|
| |
Year
|
| |
Salary
($) |
| |
Option
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
| ||||||||||||||||||
Andrew Paradise
|
| | | | 2019 | | | | | $ | 321,712.32 | | | | | $ | 2,964,380.00 | | | | | $ | 200,000.00 | | | | | | [•] | | | | | $ | 3,486,092.32 | | |
Chief Executive Officer | | | | | | | | ||||||||||||||||||||||||||||||
Casey Chafkin
|
| | | | 2019 | | | | | $ | 275,000.00 | | | | | | — | | | | | $ | 100,000.00 | | | | | | [•] | | | | | $ | 375,000.00 | | |
Chief Revenue Officer | | | | | | | | ||||||||||||||||||||||||||||||
Miriam Aguirre
|
| | | | 2019 | | | | | $ | 292,876.71 | | | | | $ | 60,333.00 | | | | | $ | 74,250.00 | | | | | | [•] | | | | | $ | 427,459.71 | | |
Chief Technology Officer
|
| | | | | | |
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price |
| |
Option
Expiration Date |
| |
Number of
shares or units of stock that have not vested (#) |
| |
Market
value of shares or units of stock that have not vested ($) |
| ||||||||||||||||||||||||
Andrew Paradise(1)
|
| | | | 7/26/2017 | | | | | | 6,464,108 | | | | | | 2,938,232 | | | | | | — | | | | | $ | 0.038 | | | | | | 1/31/2027 | | | | | | — | | | | | | — | | |
| | | 4/29/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 0.320 | | | | | | 4/19/2029 | | | | | | 8,004,745(1) | | | | | | [•] | | | ||
| | | 4/29/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 3,001,780(1) | | | | | | [•] | | | ||
Casey Chafkin
|
| | | | 7/26/2017 | | | | | | 1,616,023 | | | | | | 734,557 | | | | | | — | | | | | $ | 0.038 | | | | | | 1/31/2027 | | | | | | — | | | | | | — | | |
| | | 11/5/2018 | | | | | | 429,529 | | | | | | 944,965 | | | | | | — | | | | | $ | 0.290 | | | | | | 11/4/2028 | | | | | | — | | | | | | — | | | ||
Miriam Aguirre
|
| | | | 1/15/2014 | | | | | | 692,380 | | | | | | — | | | | | | — | | | | | $ | 0.018 | | | | | | 11/18/2023 | | | | | | — | | | | | | — | | |
| | | 11/19/2015 | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | $ | 0.034 | | | | | | 11/18/2023 | | | | | | — | | | | | | — | | | ||
| | | 7/14/2016 | | | | | | 1,748,061 | | | | | | 403,399 | | | | | | — | | | | | $ | 0.034 | | | | | | 7/13/2026 | | | | | | — | | | | | | — | | | ||
| | | 4/25/2019 | | | | | | — | | | | | | 390,000 | | | | | | — | | | | | $ | 0.320 | | | | | | 4/24/2029 | | | | | | — | | | | | | — | | |
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards
($)(1) |
| |
Option Awards
($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||
Kent Wakeford
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Drew Tarlow
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ryan Moore
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Laurence Tosi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stockholder
|
| |
Shares of Series E
Preferred Stock |
| |
Total Purchase
Price |
| ||||||
Andrew Paradise
|
| | | | 6,497 | | | | | $ | 209,255.38 | | |
Bonderman Family Limited Partnership
|
| | | | 62,097 | | | | | $ | 2,000,020.18 | | |
Accomplice Skillz 2020 Investors, LLC
|
| | | | 93,145 | | | | | $ | 3,000,014.16 | | |
Telstra Ventures Fund II, L.P.
|
| | | | 130,137 | | | | | $ | 4,191,452.50 | | |
WestCap Skillz 2020 Co-Invest, LLC
|
| | | | 465,723 | | | | | $ | 15,000,006.38 | | |
WestCap Skillz 2020-A, LLC(1)
|
| | | | 465,723 | | | | | $ | 15,000,006.38 | | |
| | |
Page
|
| |||
Financial Statements
|
| | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | |
| | |
Page
|
| |||
Audited Financial Statements of Flying Eagle Acquisition Corp.: | | | | | | | |
| | | | F-15 | | | |
| | | | F-16 | | | |
| | | | F-17 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | |
| Financial Statements as of December 31, 2019 and 2018 | | | | | | | |
| | | | | F-27 | | | |
| | | | | F-28 | | | |
| | | | | F-29 | | | |
| | | | | F-30 | | | |
| | | | | F-31 | | | |
| | | | | F-32 | | | |
| Financial Statements for the Six Month Periods Ended June 30, 2020 and 2019 | | | | | | | |
| | | | | F-57 | | | |
| | | | | F-58 | | | |
| | | | | F-59 | | | |
| | | | | F-60 | | | |
| | | | | F-61 | | |
| ASSETS: | | | | | | | |
| Current assets: | | | | | | | |
|
Cash and cash equivalents
|
| | | $ | 744,960 | | |
|
Prepaid expenses
|
| | | | 239,649 | | |
|
Total current assets
|
| | | | 984,609 | | |
|
Cash and investments held in Trust Account
|
| | | | 690,502,881 | | |
|
Total Assets
|
| | |
$
|
691,487,490
|
| |
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accounts payable and accrued expenses
|
| | | $ | 748,590 | | |
|
Total current liabilities
|
| | | | 748,590 | | |
|
Deferred underwriting compensation
|
| | | | 24,150,000 | | |
|
Total Liabilities
|
| | | | 24,898,590 | | |
|
Class A common shares subject to possible redemptions; 66,158,889 shares at redemption value of approximately $10.00 per share
|
| | | | 661,588,890 | | |
| Stockholders’ equity: | | | | | | | |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 2,841,111 shares
issued and outstanding, (excluding 66,158,889 shares subject to possible redemption) |
| | | | 284 | | |
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 17,250,000 shares
issued and outstanding |
| | | | 1,725 | | |
|
Additional paid-in capital
|
| | | | 4,795,409 | | |
|
Retained earnings
|
| | | | 202,592 | | |
|
Total Stockholders’ Equity
|
| | | | 5,000,010 | | |
|
Total Liabilities and Stockholders’ Equity
|
| | |
$
|
691,487,490
|
| |
| | |
Three months
ended June 30, 2020 |
| |
For the period
from January 15, (inception) through June 30, 2020 |
| ||||||
Revenue
|
| | | $ | — | | | | | $ | — | | |
General and administrative expenses
|
| | | | 204,960 | | | | | | 246,436 | | |
Loss from operations
|
| | | | (204,960) | | | | | | (246,436) | | |
Other income – interest earned on Trust Account
|
| | | | 295,217 | | | | | | 502,881 | | |
Income before provision for income taxes
|
| | | | 90,257 | | | | | | 256,445 | | |
Provision for income taxes
|
| | | | (19,735) | | | | | | (53,853) | | |
Net income
|
| | | $ | 70,522 | | | | | $ | 202,592 | | |
Basic and diluted weighted average shares outstanding of Class A common
stock |
| | | | 69,000,000 | | | | | | 69,000,000 | | |
Basic and diluted net income per share, Class A
|
| | | $ | — | | | | | $ | — | | |
Basic and diluted weighted average shares outstanding of Class B common
stock |
| | | | 17,250,000 | | | | | | 17,250,000 | | |
Basic and diluted net loss per share, Class B
|
| | | $ | — | | | | | $ | — | | |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Retained
Earnings |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance, January 15, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of common stock to initial stockholder(1)
|
| | | | — | | | | | | — | | | | | | 17,250,000 | | | | | | 1,725 | | | | | | 23,275 | | | | | | — | | | | | | 25,000 | | |
Sale of Units to the public at $10.00 per
unit |
| | | | 69,000,000 | | | | | | 6,900 | | | | | | — | | | | | | — | | | | | | 689,993,100 | | | | | | — | | | | | | 690,000,000 | | |
Underwriters’ discount and offering expenses
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (38,586,442) | | | | | | — | | | | | | (38,586,442) | | |
Sale of 10,033,333 Private Placement Warrants at $1.50 per warrant
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,050,000 | | | | | | — | | | | | | 15,050,000 | | |
Proceeds subject to possible
redemption |
| | | | (66,162,062) | | | | | | (6,616) | | | | | | — | | | | | | — | | | | | | (661,614,004) | | | | | | — | | | | | | (661,620,620) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 132,070 | | | | | | 132,070 | | |
Balance, March 31, 2020
|
| | | | 2,837,938 | | | | | | 284 | | | | | | 17,250,000 | | | | | | 1,725 | | | | | | 4,865,929 | | | | | | 132,070 | | | | | | 5,000,008 | | |
Additional offering expenses
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (102,250) | | | | | | — | | | | | | (102,250) | | |
Adjustment to shares subject to redemption
|
| | | | 3,173 | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,730 | | | | | | — | | | | | | 31,730 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 70,522 | | | | | | 70,522 | | |
Balance, June 30, 2020
|
| | | | 2,841,111 | | | | | $ | 284 | | | | | | 17,250,000 | | | | | $ | 1,725 | | | | | $ | 4,795,409 | | | | | $ | 202,592 | | | | | $ | 5,000,010 | | |
|
| Cash flows from operating activities: | | | | | | | |
|
Net income
|
| | | $ | 202,592 | | |
|
Adjustments to reconcile net income to net cash used in operating activities:
|
| | | | | | |
|
Trust income reinvested in Trust Account
|
| | | | (502,881) | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid expenses
|
| | | | (239,649) | | |
|
Accounts payable and accrued expenses
|
| | | | 349,296 | | |
|
Net cash used in operating activities
|
| | | | (190,642) | | |
| Cash flows from investing activities: | | | | | | | |
|
Principal deposited in Trust Account
|
| | | | (690,000,000) | | |
|
Net cash used in investing activities
|
| | | | (690,000,000) | | |
| Cash flows from financing activities: | | | | | | | |
|
Proceeds from private placement of warrants
|
| | | | 15,050,000 | | |
|
Proceeds from sale of units
|
| | | | 690,000,000 | | |
|
Payment of underwriters’ discount
|
| | | | (13,800,000) | | |
|
Payment of offering costs
|
| | | | (314,398) | | |
|
Advances received from Promissory note
|
| | | | 230,885 | | |
|
Repayment of advances received from Promissory note
|
| | | | (230,885) | | |
|
Net cash provided by financing activities
|
| | | | 690,935,602 | | |
|
Increase in cash and cash equivalents during period
|
| | | | 744,960 | | |
|
Cash and equivalents at beginning of period
|
| | | | — | | |
|
Cash and equivalents at end of period
|
| | | $ | 744,960 | | |
| Supplemental disclosure of non-cash investing and financing activities: | | | | | | | |
|
Deferred underwriting compensation
|
| | | $ | 24,150,000 | | |
|
Class A common stock subject to possible redemption
|
| | | $ | 661,588,890 | | |
|
Formation and offering costs paid by sponsor in exchange for founder shares
|
| | | $ | 25,000 | | |
|
Deferred offering costs included in accounts payable and accrued expenses
|
| | | $ | 399,294 | | |
| | |
Carrying Value
|
| |
Gross
Unrealized Holding (Loss) |
| |
Quoted Prices in
Active Markets (Level 1) |
| |||||||||
U.S. Government Treasury Securities as of June 30,
2020(1) |
| | | $ | 690,489,916 | | | | | $ | (30,390) | | | | | $ | 690,459,526 | | |
|
ASSETS:
|
| | | | | | |
| Current asset: | | | | | | | |
|
Cash
|
| | | $ | — | | |
|
Deferred offering costs
|
| | | | 35,000 | | |
|
Total assets
|
| | | $ | 35,000 | | |
|
LIABILITIES AND STOCKHOLDER’S EQUITY:
|
| | | | | | |
| Current liabilities: | | | | | | | |
|
Accrued expenses
|
| | | $ | 10,928 | | |
| 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; 380,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 17,250,000 shares issued and outstanding(1)(2)
|
| | | | 1,725 | | |
|
Additional paid-in capital
|
| | | | 23,275 | | |
|
Accumulated deficit
|
| | | | (928) | | |
|
Total stockholder’s equity
|
| | | | 24,072 | | |
|
Total liabilities and stockholder’s equity
|
| | | $ | 35,000 | | |
|
Revenue
|
| | | $ | — | | |
|
General and administrative expenses
|
| | | | 928 | | |
|
Net loss attributable to stockholder
|
| | | $ | (928) | | |
|
Weighted average number of shares of common stock outstanding(1)(2)
|
| | | | 15,000,000 | | |
|
Basic and fully diluted net loss per share attributable to stockholder
|
| | | $ | — | | |
| | |
Class B Common stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Issuance of common stock to initial stockholder at approximately $0.002 per share(1)(2)
|
| | | | 17,250,000 | | | | | $ | 1,725 | | | | | $ | 23,275 | | | | | $ | — | | | | | $ | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (928) | | | | | | (928) | | |
Balances at January 24, 2020
|
| | | | 17,250,000 | | | | | $ | 1,725 | | | | | $ | 23,275 | | | | | $ | (928) | | | | | $ | 24,072 | | |
| Cash flows from operating activities: | | | | | | | |
|
Net loss
|
| | | $ | (928) | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Increase in accrued expenses
|
| | | | 928 | | |
|
Net cash provided by operating activities
|
| | | | — | | |
|
Net change in cash
|
| | | | — | | |
|
Cash at beginning of period
|
| | | | — | | |
|
Cash at end of period
|
| | | $ | — | | |
| Supplemental Schedule of Non-Cash Financing Activities: | | | | | | | |
|
Offering costs paid by Sponsor in exchange for Founder Shares
|
| | | $ | 25,000 | | |
|
Deferred offering costs included in accrued expenses
|
| | | $ | 10,000 | | |
| /s/ Ernst & Young LLP | | | ||
| We have served as the Company’s auditor since 2018. | | |||
| Redwood City, California | | | | |
| September 4, 2020 | | | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 25,628 | | | | | $ | 22,540 | | |
Prepaid expenses and other current assets
|
| | | | 9,464 | | | | | | 2,237 | | |
Total current assets
|
| | | | 35,092 | | | | | | 24,777 | | |
Property and equipment, net
|
| | | | 3,648 | | | | | | 1,173 | | |
Other long-term assets
|
| | | | 116 | | | | | | 79 | | |
Total assets
|
| | | $ | 38,856 | | | | | $ | 26,029 | | |
Liabilities, redeemable convertible preferred stock and stockholders’ deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 2,944 | | | | | $ | 2,998 | | |
Long-term debt, current
|
| | | | — | | | | | | 875 | | |
Other current liabilities
|
| | | | 7,537 | | | | | | 6,339 | | |
Total current liabilities
|
| | | | 10,481 | | | | | | 10,212 | | |
Long-term debt, non-current
|
| | | | 9,628 | | | | | | 14,741 | | |
Other long-term liabilities
|
| | | | 82 | | | | | | — | | |
Total liabilities
|
| | | | 20,191 | | | | | | 24,953 | | |
Commitments and contingencies (Note 6) | | | | | | | | | | | | | |
Redeemable convertible preferred stock: | | | | | | | | | | | | | |
Redeemable convertible preferred stock $0.0001 par value; 18 million shares
authorized; Series C preferred stock – 11 million shares authorized and 4 million shares issued and outstanding as of December 31, 2019 and 2018; Series D preferred stock – 4 million shares authorized, 3 million and 2 million shares issued and outstanding as of December 31, 2019 and 2018, respectively; Series D-1 preferred stock – 3 million shares authorized, issued and outstanding as of December 31, 2019 |
| | | | 156,335 | | | | | | 54,056 | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Convertible preferred stock $0.0001 par value; 14 million shares authorized;
Series A – 6 million shares authorized, issued and outstanding as of December 31, 2019 and 2018; Series A-1 – 2 million shares authorized, issued and outstanding as of December 31, 2019 and 2018; Series B – 6 million shares authorized, issued and outstanding as of December 31, 2019 and 2018 |
| | | | 25,413 | | | | | | 25,560 | | |
Common stock $0.0001 par value; 605 million shares authorized; Class A
common stock – 105 million shares authorized; 99 million and 88 million shares issued and outstanding as of December 31, 2019 and 2018, respectively; Class B common stock – 500 million shares authorized; 51 million and 44 million shares issued and outstanding as of December 31, 2019 and 2018, respectively |
| | | | 1 | | | | | | 1 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (163,084) | | | | | | (78,541) | | |
Total stockholders’ deficit
|
| | | | (137,670) | | | | | | (52,980) | | |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit
|
| | | $ | 38,856 | | | | | $ | 26,029 | | |
| | |
Year ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Revenue
|
| | | $ | 119,872 | | | | | $ | 50,778 | | |
Costs and expenses | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 5,713 | | | | | | 2,112 | | |
Research and development
|
| | | | 11,241 | | | | | | 7,547 | | |
Sales and marketing
|
| | | | 111,370 | | | | | | 51,689 | | |
General and administrative
|
| | | | 16,376 | | | | | | 14,975 | | |
Total costs and expenses
|
| | | | 144,700 | | | | | | 76,323 | | |
Loss from operations
|
| | | | (24,828) | | | | | | (25,545) | | |
Interest expense, net
|
| | | | (2,497) | | | | | | (2,190) | | |
Other income (expense), net
|
| | | | 3,720 | | | | | | (45) | | |
Loss before income taxes
|
| | | | (23,605) | | | | | | (27,780) | | |
Provision for income taxes
|
| | | | — | | | | | | — | | |
Net loss
|
| | | $ | (23,605) | | | | | $ | (27,780) | | |
Remeasurement of redeemable convertible preferred stock
|
| | | | (62,519) | | | | | | (18,798) | | |
Net loss attributable to common stockholders
|
| | | $ | (86,124) | | | | | $ | (46,578) | | |
Net loss per common share | | | | | | | | | | | | | |
Net loss per share attributable to common stockholders – basic and
diluted |
| | | $ | (0.64) | | | | | $ | (0.36) | | |
Weighted average shares outstanding | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic and diluted
|
| | | | 135,124,756 | | | | | | 129,930,282 | | |
| | |
Redeemable convertible
preferred stock |
| | |
Preferred stock
|
| |
Class A and Class B
common stock |
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Total
stockholders’ deficit |
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2017
|
| | | | 4,404,840 | | | | | $ | 17,040 | | | | | | | 13,621,802 | | | | | $ | 25,560 | | | | | | 126,464,480 | | | | | $ | 1 | | | | | $ | 36 | | | | | $ | (38,871) | | | | | $ | (13,274) | | |
Issuance of redeemable convertible
Series D preferred stock |
| | | | 2,236,022 | | | | | | 18,218 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Class B common stock
upon exercise of stock options |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 5,402,490 | | | | | | — | | | | | | 192 | | | | | | — | | | | | | 192 | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,680 | | | | | | — | | | | | | 6,680 | | |
Remeasurement of redeemable convertible Series C & Series D preferred stock
|
| | | | — | | | | | | 18,798 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,908) | | | | | | (11,890) | | | | | | (18,798) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (27,780) | | | | | | (27,780) | | |
Balance at December 31, 2018
|
| | | | 6,640,862 | | | | | | 54,056 | | | | | | | 13,621,802 | | | | | | 25,560 | | | | | | 131,866,970 | | | | | | 1 | | | | | | — | | | | | | (78,541) | | | | | | (52,980) | | |
Issuance of redeemable convertible
Series D and Series D-1 preferred stock |
| | | | 3,174,727 | | | | | | 39,760 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Class B common stock
upon exercise of stock options |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 4,665,833 | | | | | | — | | | | | | 197 | | | | | | — | | | | | | 197 | | |
Issuance of Class A common stock
upon early exercise of stock options with promissory note |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 12,007,118 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Class B Common Stock
from the conversion of Series A preferred stock |
| | | | — | | | | | | — | | | | | | | (100,000) | | | | | | (147) | | | | | | 1,000,000 | | | | | | — | | | | | | 147 | | | | | | — | | | | | | — | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,237 | | | | | | — | | | | | | 1,237 | | |
Remeasurement of redeemable
convertible Series C, Series D and Series D-1 preferred stock |
| | | | — | | | | | | 62,519 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,581) | | | | | | (60,938) | | | | | | (62,519) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (23,605) | | | | | | (23,605) | | |
Balance at December 31, 2019
|
| | | | 9,815,589 | | | | | $ | 156,335 | | | | | | | 13,521,802 | | | | | $ | 25,413 | | | | | | 149,539,921 | | | | | $ | 1 | | | | | $ | — | | | | | $ | (163,084) | | | | | $ | (137,670) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Year ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Operating Activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (23,605) | | | | | $ | (27,780) | | |
Adjustment to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 711 | | | | | | 404 | | |
Stock-based compensation
|
| | | | 1,237 | | | | | | 6,680 | | |
Accretion of unamortized discount and amortization of issuance costs
|
| | | | 2,139 | | | | | | 1,287 | | |
Fair value adjustment of derivatives
|
| | | | (3,649) | | | | | | 45 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses and other assets
|
| | | | (4,307) | | | | | | (992) | | |
Accounts payable
|
| | | | (54) | | | | | | 1,851 | | |
Other liabilities
|
| | | | 5,591 | | | | | | 1,557 | | |
Net cash used in operating activities
|
| | | | (21,937) | | | | | | (16,948) | | |
Investing Activities | | | | | | | | | | | | | |
Purchases of property and equipment, including internal-use software
|
| | | | (3,223) | | | | | | (867) | | |
Net cash used in investing activities
|
| | | | (3,223) | | | | | | (867) | | |
Financing Activities | | | | | | | | | | | | | |
Borrowings under debt agreements, net of issuance costs
|
| | | | 9,563 | | | | | | 19,920 | | |
Payments under debt agreements
|
| | | | (3,500) | | | | | | (5,000) | | |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs
|
| | | | 24,908 | | | | | | 18,218 | | |
Proceeds from exercise of stock options and issuance of common stock
|
| | | | 197 | | | | | | 192 | | |
Net cash provided by financing activities
|
| | | | 31,168 | | | | | | 33,330 | | |
Net change in cash, cash equivalents and restricted cash
|
| | | | 6,008 | | | | | | 15,515 | | |
Cash, cash equivalents and restricted cash – beginning of year
|
| | | | 22,540 | | | | | | 7,025 | | |
Cash, cash equivalents and restricted cash – end of year
|
| | | $ | 28,548 | | | | | $ | 22,540 | | |
Supplemental cash flow data: | | | | | | | | | | | | | |
Cash paid during the period for:
|
| | | | | | | | | | | | |
Interest
|
| | | $ | 269 | | | | | $ | 196 | | |
Noncash investing and financing activities:
|
| | | | | | | | | | | | |
Carrying value of long-term debt and accrued interest converted to redeemable convertible preferred stock
|
| | | $ | 14,852 | | | | | $ | — | | |
Remeasurement of redeemable convertible preferred stock
|
| | | $ | 62,519 | | | | | $ | 18,798 | | |
Property and Equipment
|
| |
Useful Life
|
|
Computer equipment and servers
|
| |
3 years
|
|
Capitalized internal-use software
|
| |
3 years
|
|
Office equipment and other
|
| |
5 years
|
|
Property and Equipment
|
| |
Useful Life
|
|
Leased equipment and leasehold improvements
|
| |
Lesser of estimated useful life or
remaining lease term |
|
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Restricted Cash
|
| | |
$
|
2,920
|
| | | | $ | — | | |
Credit card processing deposit
|
| | |
|
2,650
|
| | | | | 981 | | |
Prepaid expenses
|
| | |
|
2,460
|
| | | | | 448 | | |
Other current assets
|
| | |
|
1,434
|
| | | | | 808 | | |
Prepaid expenses and other current assets
|
| | |
$
|
9,464
|
| | | | $ | 2,237 | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Capitalized internal-use software
|
| | |
$
|
3,554
|
| | | | $ | 1,407 | | |
Computer equipment and servers
|
| | |
|
458
|
| | | | | 220 | | |
Leasehold improvements
|
| | |
|
143
|
| | | | | 60 | | |
Furniture and fixtures
|
| | |
|
238
|
| | | | | 40 | | |
Construction in progress
|
| | |
|
519
|
| | | | | — | | |
Total property and equipment
|
| | |
|
4,912
|
| | | | | 1,727 | | |
Accumulated depreciation and amortization
|
| | |
|
(1,264)
|
| | | | | (554) | | |
Property and equipment, net
|
| | |
$
|
3,648
|
| | | | $ | 1,173 | | |
|
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Accrued compensation
|
| | |
$
|
2,532
|
| | | | $ | 928 | | |
End-user liability, net
|
| | |
|
1,431
|
| | | | | 633 | | |
Accrued sales and marketing expenses
|
| | |
|
1,542
|
| | | | | — | | |
Other accrued expenses
|
| | |
|
2,032
|
| | | | | 1,129 | | |
Derivative liability (Note 4 and Note 5)
|
| | | | — | | | | | | 3,649 | | |
Other current liabilities
|
| | |
$
|
7,537
|
| | | | $ | 6,339 | | |
| | |
Fair Value Measurements
as of December 31, 2018 |
| |||||||||||||||||||||
| | |
(Level 1)
|
| |
(Level 2)
|
| |
(Level 3)
|
| |
Total
|
| ||||||||||||
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivative liability
|
| | | $ | — | | | | | | — | | | | | | 3,649 | | | | | $ | 3,649 | | |
| | |
Derivative Liability
|
| |||
Fair value as of December 31, 2017
|
| | | $ | — | | |
Issuance of 2018 Convertible Promissory Notes
|
| | | | 3,604 | | |
Change in fair value
|
| | | | 45 | | |
Fair value as of December 31, 2018
|
| | | | 3,649 | | |
Change in fair value
|
| | | | (3,649) | | |
Fair value as of December 31, 2019
|
| | | $ | — | | |
| | |
2019
|
| |
2018
|
| ||||||
2018 Secured Term Loan – principal
|
| | |
$
|
—
|
| | | | $ | 3,500 | | |
Unamortized debt discount
|
| | |
|
—
|
| | | | | (55) | | |
2018 Secured Term Loan, net
|
| | |
|
—
|
| | | | | 3,445 | | |
2019 Mezzanine Term Loan – principal
|
| | |
|
10,000
|
| | | |
|
—
|
| |
Unamortized debt discount
|
| | |
|
(372)
|
| | | |
|
—
|
| |
2019 Mezzanine Term Loan, net
|
| | |
|
9,628
|
| | | |
|
—
|
| |
Convertible Promissory Notes – principal
|
| | |
|
—
|
| | | | | 14,750 | | |
Unamortized debt discount
|
| | |
|
—
|
| | | | | (2,579) | | |
Convertible Promissory Notes, net
|
| | |
|
—
|
| | | | | 12,171 | | |
Net carrying amount
|
| | |
$
|
9,628
|
| | | | $ | 15,616 | | |
|
| | |
Operating
Lease Commitments |
| |||
Year ended December 31, | | | | | | | |
2020
|
| | | $ | 5,634 | | |
2021
|
| | | | 7,924 | | |
2022
|
| | | | 2,487 | | |
2023
|
| | | | 2,368 | | |
2024
|
| | | | 2,439 | | |
Thereafter
|
| | | | 16,498 | | |
Future minimum lease payments
|
| | | $ | 37,350 | | |
| | |
December 31, 2019
|
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Per Share
Price at Issuance |
| |
Per Share
Conversion Price |
| |
Aggregate
Liquidation Preference |
| ||||||||||||||||||
| | |
Authorized
|
| |
Outstanding
|
| ||||||||||||||||||||||||
Series A
|
| | | | 5,929,441 | | | | | | 5,560,141 | | | | | $ | 1.4700 | | | | | $ | 1.4700 | | | | | $ | 8,173 | | |
Series A-1
|
| | |
|
2,021,522
|
| | | |
|
1,986,754
|
| | | |
|
1.5100
|
| | | |
|
1.5100
|
| | | |
|
3,000
|
| |
Series B
|
| | |
|
6,053,784
|
| | | |
|
5,974,907
|
| | | |
|
2.5356
|
| | | |
|
2.5356
|
| | | |
|
15,150
|
| |
Series C
|
| | |
|
10,837,944
|
| | | |
|
4,404,840
|
| | | |
|
3.8798
|
| | | |
|
3.8798
|
| | | |
|
17,090
|
| |
Series D
|
| | |
|
4,312,387
|
| | | |
|
2,862,291
|
| | | |
|
8.1474
|
| | | |
|
8.1474
|
| | | |
|
23,320
|
| |
Series D-1
|
| | |
|
3,000,000
|
| | | |
|
2,548,459
|
| | | |
|
16.0746
|
| | | |
|
16.0746
|
| | | |
|
40,965
|
| |
| | | | | 32,155,078 | | | | | | 23,337,392 | | | | | | | | | | | | | | | | | $ | 107,698 | | |
|
| | |
December 31, 2018
|
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Per Share
Price at Issuance |
| |
Per Share
Conversion Price |
| |
Aggregate
Liquidation Preference |
| ||||||||||||||||||
| | |
Authorized
|
| |
Outstanding
|
| ||||||||||||||||||||||||
Series A
|
| | | | 5,929,441 | | | | | | 5,660,141 | | | | | $ | 1.4700 | | | | | $ | 1.4700 | | | | | $ | 8,320 | | |
Series A-1
|
| | | | 2,021,522 | | | | | | 1,986,754 | | | | | | 1.5100 | | | | | | 1.5100 | | | | | | 3,000 | | |
Series B
|
| | | | 6,053,784 | | | | | | 5,974,907 | | | | | | 2.5356 | | | | | | 2.5356 | | | | | | 15,150 | | |
Series C
|
| | | | 10,837,944 | | | | | | 4,404,840 | | | | | | 3.8798 | | | | | | 3.8798 | | | | | | 17,090 | | |
Series D
|
| | | | 4,312,387 | | | | | | 2,236,022 | | | | | | 8.1474 | | | | | | 8.1474 | | | | | | 18,218 | | |
| | | | | 29,155,078 | | | | | | 20,262,664 | | | | | | | | | | | | | | | | | $ | 61,778 | | |
| | |
2019
|
| |
2018
|
| ||||||
Research and development
|
| | |
$
|
181
|
| | | | $ | 361 | | |
Sales and marketing
|
| | |
|
111
|
| | | | | 114 | | |
General and administrative
|
| | |
|
945
|
| | | | | 6,205 | | |
Total stock-based compensation expense
|
| | |
$
|
1,237
|
| | | | $ | 6,680 | | |
| | | | | | | | |
Options Outstanding
|
| | | | | | | |||||||||||||||
| | |
Number of
Shares Available for Issuance Under the Plan |
| |
Number of
Shares Outstanding Under the Plan |
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Contractual Term (Years) |
| |
Aggregate
Intrinsic Value |
| |||||||||||||||
Balance at December 31, 2017
|
| | | | 32,119,990 | | | | | | 39,849,830 | | | | | $ | 0.03 | | | | | | 8.27 | | | | | $ | 3,068 | | |
Shares canceled due to plan termination
|
| | | | (27,584,900) | | | | | | – | | | | | | – | | | | | | | | | | | | | | |
Additional shares authorized
|
| | | | 16,371,625 | | | | | | – | | | | | | – | | | | | | | | | | | | | | |
Options granted
|
| | | | (13,265,217) | | | | | | 13,265,217 | | | | | | 0.17 | | | | | | | | | | | | | | |
Options exercised
|
| | | | – | | | | | | (5,402,490) | | | | | | 0.03 | | | | | | | | | | | | | | |
Options canceled
|
| | | | 3,731,288 | | | | | | (6,337,656) | | | | | | 0.07 | | | | | | | | | | | | | | |
Balance at December 31, 2018
|
| | | | 11,372,786 | | | | | | 41,374,901 | | | | | | 0.07 | | | | | | 8.14 | | | | | | 9,812 | | |
Additional shares authorized
|
| | |
|
8,000,000
|
| | | |
|
–
|
| | | |
|
–
|
| | | | | | | | | | | | | |
Options granted
|
| | |
|
(22,851,434)
|
| | | |
|
22,851,434
|
| | | |
|
0.33
|
| | | | | | | | | | | | | |
Options exercised(1)
|
| | |
|
–
|
| | | |
|
(16,772,359)
|
| | | |
|
0.25
|
| | | | | | | | | | | | | |
Options canceled
|
| | |
|
7,334,033
|
| | | |
|
(8,659,669)
|
| | | |
|
0.12
|
| | | | | | | | | | | | | |
Balance at December 31, 2019
|
| | |
|
3,855,385
|
| | | |
|
38,794,307
|
| | | |
|
0.14
|
| | | |
|
7.67
|
| | | |
|
13,056
|
| |
Exercisable at December 31, 2018
|
| | | | | | | | | | 18,177,953 | | | | | | 0.04 | | | | | | 7.21 | | | | | | 5,093 | | |
Exercisable at December 31, 2019
|
| | | | | | | | |
|
20,379,015
|
| | | |
|
0.06
|
| | | |
|
6.85
|
| | | |
|
8,492
|
| |
Unvested at December 31, 2018
|
| | | | | | | | | | 23,196,948 | | | | | | 0.12 | | | | | | 8.86 | | | | | | 4,719 | | |
Unvested at December 31, 2019
|
| | | | | | | | |
|
18,415,292
|
| | | |
|
0.23
|
| | | |
|
8.58
|
| | | |
|
4,564
|
| |
| | |
2019
|
| |
2018
|
|
Expected volatility
|
| |
47.17% – 55.47%
|
| |
47.69% – 49.17%
|
|
Risk-free interest rate
|
| |
1.57% – 2.64%
|
| |
2.60% – 3.06%
|
|
Expected term (in years)
|
| |
5.00 – 6.86
|
| |
5.49 – 6.13
|
|
Expected dividend yield
|
| |
—
|
| |
—
|
|
Weighted average estimated fair value of stock options granted during the year
|
| |
$0.16
|
| |
$0.08
|
|
| | |
Year Ended
December 31, |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
U.S. Federal provision (benefit) | | | | | | | | | | | | | |
At Statutory Rate
|
| | |
$
|
(5,956)
|
| | | | $ | (5,608) | | |
Valuation Allowance
|
| | |
|
6,320
|
| | | | | 5,671 | | |
Stock Based Compensation
|
| | |
|
(182)
|
| | | | | (141) | | |
Permanent Differences
|
| | |
|
(182)
|
| | | | | 78 | | |
Total
|
| | |
$
|
—
|
| | | | $ | — | | |
| | |
As of
December 31, |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Net operating loss carryforwards
|
| | |
$
|
21,309
|
| | | | $ | 14,956 | | |
Stock-based compensation
|
| | |
|
1,646
|
| | | | | 1,512 | | |
Reserves and accruals
|
| | |
|
513
|
| | | | | 228 | | |
Other
|
| | |
|
2
|
| | | | | 15 | | |
Total deferred tax assets
|
| | |
|
23,470
|
| | | | | 16,711 | | |
Less: valuation allowance
|
| | |
|
(23,455)
|
| | | | | (16,710) | | |
Deferred tax assets, net of valuation allowance
|
| | |
$
|
15
|
| | | | $ | 1 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Other
|
| | |
|
(15)
|
| | | | | (1) | | |
Total deferred tax liabilities
|
| | |
|
(15)
|
| | | | | (1) | | |
Net deferred tax assets
|
| | |
$
|
—
|
| | | | $ | — | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (23,605) | | | | | $ | (27,780) | | |
Remeasurement of redeemable convertible preferred stock
|
| | | | (62,519) | | | | | | (18,798) | | |
Net loss attributable to common stockholders – Basic and diluted
|
| | | | (86,124) | | | | | | (46,578) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average common shares outstanding – Basic and
diluted |
| | | | 135,124,756 | | | | | | 129,930,282 | | |
Net loss per share attributable to common stockholders – Basic and diluted
|
| | | $ | (0.64) | | | | | $ | (0.36) | | |
| | |
Number of Securities
Outstanding at December 31, |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Redeemable convertible preferred stock
|
| | |
|
98,155,890
|
| | | | | 66,408,620 | | |
Convertible preferred stock
|
| | |
|
135,218,020
|
| | | | | 136,218,020 | | |
Convertible promissory notes
|
| | | | — | | | | | | 16,194,780 | | |
Preferred stock warrants
|
| | |
|
3,893,880
|
| | | | | 3,893,880 | | |
Common stock warrants
|
| | |
|
971,842
|
| | | | | 238,510 | | |
Common stock options
|
| | |
|
49,800,829
|
| | | | | 41,374,901 | | |
Total
|
| | |
|
288,040,461
|
| | | | | 264,328,711 | | |
| | |
June 30,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 68,941 | | | | | $ | 25,628 | | |
Prepaid expenses and other current assets
|
| | | | 9,127 | | | | | | 9,464 | | |
Total current assets
|
| | | | 78,068 | | | | | | 35,092 | | |
Property and equipment, net
|
| | | | 4,891 | | | | | | 3,648 | | |
Other long-term assets
|
| | | | 113 | | | | | | 116 | | |
Total assets
|
| | | $ | 83,072 | | | | | $ | 38,856 | | |
Liabilities, redeemable convertible preferred stock and stockholders’ deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 6,681 | | | | | $ | 2,944 | | |
Other current liabilities
|
| | | | 22,731 | | | | | | 7,537 | | |
Total current liabilities
|
| | | | 29,412 | | | | | | 10,481 | | |
Long-term debt
|
| | | | — | | | | | | 9,628 | | |
Other long-term liabilities
|
| | | | 66 | | | | | | 82 | | |
Total liabilities
|
| | | | 29,478 | | | | | | 20,191 | | |
Commitments and contingencies (Note 6) | | | | | | | | | | | | | |
Redeemable convertible preferred stock: | | | | | | | | | | | | | |
Redeemable convertible preferred stock $0.0001 par value; 21 million shares
authorized; Series C preferred stock – 11 million shares authorized and 4 million shares issued and outstanding as of June 30, 2020 and December 31, 2019; Series D preferred stock – 4 million shares authorized, 3 million shares issued and outstanding as of June 30, 2020 and December 31, 2019; Series D-1 preferred stock – 3 million shares authorized, issued and outstanding as of June 30, 2020 and December 31, 2019; Series E preferred stock – 3 million shares authorized and 2 million shares issued and outstanding as of June 30, 2020 |
| | | | 630,781 | | | | | | 156,335 | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Convertible preferred stock $0.0001 par value; 14 million shares authorized;
Series A – 6 million shares authorized, issued and outstanding as of June 30, 2020 and December 31, 2019; Series A-1 – 2 million shares authorized, issued and outstanding as of June 30, 2020 and December 31, 2019; Series B – 6 million shares authorized, issued and outstanding as of June 30, 2020 and December 31, 2019 |
| | | | 25,413 | | | | | | 25,413 | | |
Common stock $0.0001 par value; 610 million shares authorized; Class A common stock – 110 million shares authorized; 110 million and 99 million shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively; Class B common stock – 505 million shares authorized; 59 million and 51 million shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
|
| | | | 17 | | | | | | 1 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (602,617) | | | | | | (163,084) | | |
Total stockholders’ deficit
|
| | | | (577,187) | | | | | | (137,670) | | |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit
|
| | | $ | 83,072 | | | | | $ | 38,856 | | |
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Revenue
|
| | | $ | 102,437 | | | | | $ | 53,951 | | |
Costs and expenses | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 5,704 | | | | | | 2,307 | | |
Research and development
|
| | | | 8,884 | | | | | | 4,454 | | |
Sales and marketing
|
| | | | 99,194 | | | | | | 48,909 | | |
General and administrative
|
| | | | 16,475 | | | | | | 7,802 | | |
Total costs and expenses
|
| | | | 130,257 | | | | | | 63,472 | | |
Loss from operations
|
| | | | (27,820) | | | | | | (9,521) | | |
Interest expense, net
|
| | | | (1,273) | | | | | | (1,573) | | |
Other income (expense), net
|
| | | | (6,533) | | | | | | 1,211 | | |
Loss before income taxes
|
| | | | (35,626) | | | | | | (9,883) | | |
Provision for income taxes
|
| | | | 53 | | | | | | — | | |
Net loss
|
| | | $ | (35,679) | | | | | $ | (9,883) | | |
Remeasurement of redeemable convertible preferred stock
|
| | | | (409,506) | | | | | | (18,992) | | |
Net loss attributable to common stockholders
|
| | | $ | (445,185) | | | | | $ | (28,875) | | |
Net loss per common share | | | | | | | | | | | | | |
Net loss per share attributable to common stockholders – basic and
diluted |
| | | $ | (3.15) | | | | | $ | (0.22) | | |
Weighted average shares outstanding | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic and diluted
|
| | | | 141,162,200 | | | | | | 133,046,838 | | |
| | |
Redeemable convertible
preferred stock |
| | |
Preferred stock
|
| |
Class A and Class B
common stock |
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Total
stockholders’ deficit |
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2018
|
| | | | 6,640,862 | | | | | $ | 54,056 | | | | | | | 13,621,802 | | | | | $ | 25,560 | | | | | | 131,866,970 | | | | | $ | 1 | | | | | $ | — | | | | | $ | (78,541) | | | | | $ | (52,980) | | |
Issuance of redeemable convertible Series D preferred stock
|
| | | | 626,269 | | | | | | 4,323 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Class B common stock upon exercise of stock options
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 2,631,181 | | | | | | — | | | | | | 76 | | | | | | — | | | | | | 76 | | |
Issuance of Class A common stock
upon early exercise of stock options with promissory note |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 12,007,118 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Class B Common Stock from the conversion of Series A preferred stock
|
| | | | — | | | | | | — | | | | | | | (100,000) | | | | | | (147) | | | | | | 1,000,000 | | | | | | — | | | | | | 147 | | | | | | — | | | | | | — | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 766 | | | | | | — | | | | | | 766 | | |
Remeasurement of redeemable convertible Series C & Series D preferred stock
|
| | | | — | | | | | | 18,992 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (989) | | | | | | (18,003) | | | | | | (18,992) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,883) | | | | | | (9,883) | | |
Balance at June 30, 2019
|
| | | | 7,267,131 | | | | | $ | 77,371 | | | | | | | 13,521,802 | | | | | $ | 25,413 | | | | | | 147,505,269 | | | | | $ | 1 | | | | | $ | — | | | | | $ | (106,427) | | | | | $ | (81,013) | | |
Balance at December 31, 2019
|
| | | | 9,815,589 | | | | | $ | 156,335 | | | | | | | 13,521,802 | | | | | $ | 25,413 | | | | | | 149,539,921 | | | | | $ | 1 | | | | | $ | — | | | | | $ | (163,084) | | | | | $ | (137,670) | | |
Issuance of redeemable convertible Series E preferred stock
|
| | | | 2,018,148 | | | | | | 64,877 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Class B common stock upon exercise of stock options
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 2,488,532 | | | | | | — | | | | | | 371 | | | | | | — | | | | | | 371 | | |
Issuance of Class A and Class B common stock upon early exercise of stock options with promissory note
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 16,999,542 | | | | | | 16 | | | | | | — | | | | | | (16) | | | | | | — | | |
Repurchase of Class B common
stock |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (362,200) | | | | | | — | | | | | | — | | | | | | (543) | | | | | | (543) | | |
Stock-based compensation
|
| | | | 1,912 | | | | | | 63 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,840 | | | | | | — | | | | | | 5,840 | | |
Remeasurement of redeemable convertible Series C, Series D, Series D-1 and Series E preferred stock
|
| | | | — | | | | | | 409,506 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,211) | | | | | | (403,295) | | | | | | (409,506) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (35,679) | | | | | | (35,679) | | |
Balance at June 30, 2020
|
| | | | 11,835,649 | | | | | $ | 630,781 | | | | | | | 13,521,802 | | | | | $ | 25,413 | | | | | | 168,665,795 | | | | | $ | 17 | | | | | $ | — | | | | | $ | (602,617) | | | | | $ | (577,187) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Operating Activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (35,679) | | | | | $ | (9,883) | | |
Adjustment to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 635 | | | | | | 272 | | |
Stock-based compensation
|
| | | | 5,903 | | | | | | 766 | | |
Accretion of unamortized discount and amortization of issuance costs
|
| | | | 539 | | | | | | 1,204 | | |
Fair value adjustment of financial liabilities
|
| | | | 6,589 | | | | | | (1,248) | | |
Impairment charges
|
| | | | 3,395 | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses and other assets
|
| | | | (3,024) | | | | | | (1,285) | | |
Accounts payable
|
| | | | 3,737 | | | | | | (1,327) | | |
Other liabilities
|
| | | | 8,589 | | | | | | 4,576 | | |
Net cash used in operating activities
|
| | | | (9,316) | | | | | | (6,925) | | |
Investing Activities | | | | | | | | | | | | | |
Purchases of property and equipment, including internal-use software
|
| | | | (1,875) | | | | | | (1,052) | | |
Net cash used in investing activities
|
| | | | (1,875) | | | | | | (1,052) | | |
Financing Activities | | | | | | | | | | | | | |
Payments for debt issuance costs
|
| | | | (201) | | | | | | (80) | | |
Payments under debt agreements
|
| | | | (10,000) | | | | | | — | | |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs
|
| | | | 64,877 | | | | | | — | | |
Proceeds from exercise of stock options and issuance of common stock
|
| | | | 371 | | | | | | 76 | | |
Payments made to repurchase common stock
|
| | | | (543) | | | | | | — | | |
Net cash provided by (used in) financing activities
|
| | | | 54,504 | | | | | | (4) | | |
Net change in cash, cash equivalents and restricted cash
|
| | | | 43,313 | | | | | | (7,981) | | |
Cash, cash equivalents and restricted cash – beginning of period
|
| | | | 28,548 | | | | | | 22,540 | | |
Cash, cash equivalents and restricted cash – end of period
|
| | | $ | 71,861 | | | | | $ | 14,559 | | |
Supplemental cash flow data: | | | | | | | | | | | | | |
Cash paid during the period for:
|
| | | | | | | | | | | | |
Interest
|
| | | $ | 785 | | | | | $ | 128 | | |
Noncash investing and financing activities:
|
| | | | | | | | | | | | |
Carrying value of long-term debt and accrued interest converted to redeemable convertible preferred stock
|
| | | $ | — | | | | | $ | 4,323 | | |
Remeasurement of redeemable convertible preferred stock
|
| | | $ | 409,506 | | | | | $ | 18,992 | | |
| | |
June 30,
2020 |
| |
June 30,
2019 |
| ||||||
Marketing promotions and discounts accounted for as a reduction of revenue
|
| | |
$
|
23,621
|
| | | | $ | 11,859 | | |
Marketing promotions accounted for as sales and marketing expense
|
| | |
|
37,176
|
| | | | | 20,533 | | |
Total cost of end-user incentive programs
|
| | |
$
|
60,797
|
| | | | $ | 32,392 | | |
|
| | |
June 30,
2020 |
| |
December 31,
2019 |
| ||||||
Credit card processing deposit
|
| | |
$
|
4,157
|
| | | | $ | 2,650 | | |
Restricted cash
|
| | |
|
2,920
|
| | | | | 2,920 | | |
Prepaid expenses
|
| | |
|
499
|
| | | | | 2,460 | | |
Other current assets
|
| | |
|
1,551
|
| | | | | 1,434 | | |
Prepaid expenses and other current assets
|
| | |
$
|
9,127
|
| | | | $ | 9,464 | | |
| | |
June 30,
2020 |
| |
December 31,
2019 |
| ||||||
Capitalized internal-use software
|
| | |
$
|
5,521
|
| | | | $ | 3,554 | | |
Computer equipment and servers
|
| | |
|
485
|
| | | | | 458 | | |
Leasehold improvements
|
| | |
|
117
|
| | | | | 143 | | |
Furniture and fixtures
|
| | |
|
184
|
| | | | | 238 | | |
Construction in progress
|
| | |
|
443
|
| | | | | 519 | | |
Total property and equipment
|
| | |
|
6,750
|
| | | | | 4,912 | | |
Accumulated depreciation and amortization
|
| | |
|
(1,859)
|
| | | | | (1,264) | | |
Property and equipment, net
|
| | |
$
|
4,891
|
| | | | $ | 3,648 | | |
| | |
June 30,
2020 |
| |
December 31,
2019 |
| ||||||
Accrued sales and marketing expenses
|
| | |
$
|
8,178
|
| | | | $ | 1,542 | | |
Redeemable convertible Series E preferred stock forward contract liability
(Note 4 & Note 7) |
| | |
|
6,589
|
| | | | | — | | |
End-user liability, net
|
| | |
|
2,142
|
| | | | | 1,431 | | |
Accrued compensation
|
| | |
|
2,605
|
| | | | | 2,532 | | |
Other accrued expenses
|
| | |
|
3,217
|
| | | | | 2,032 | | |
Other current liabilities
|
| | |
$
|
22,731
|
| | | | $ | 7,537 | | |
| | |
Fair Value Measurements
as of June 30, 2020 |
| |||||||||||||||||||||
| | |
(Level 1)
|
| |
(Level 2)
|
| |
(Level 3)
|
| |
Total
|
| ||||||||||||
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemable convertible Series E preferred stock forward contract liability
|
| | | $ | — | | | | | | — | | | | | | 6,589 | | | | | $ | 6,589 | | |
| | |
Fair Value as of
June 30, 2020 |
| |
Valuation
Technique |
| |
Unobservable Input
Description |
| |
Input
|
| ||||||
Redeemable convertible Series E
preferred stock forward contract liability |
| | | $ | 6,589 | | | |
Discounted cash
flow |
| |
Fair value of redeemable
convertible Series E preferred stock |
| | | $ | 3.22 | | |
| | | | | | | | | | | |
Expected price per share upon
Exit Transaction |
| | | $ | 7.00 | | |
| | |
Series E forward
contract liability |
| |||
Fair value as of December 31, 2019
|
| | | $ | — | | |
Issuance of Redeemable convertible Series E preferred stock forward contract liability
|
| | | | — | | |
Change in fair value
|
| | | | 6,589 | | |
Fair value as of June 30, 2020
|
| | | $ | 6,589 | | |
| | |
June 30,
2020 |
| |
December 31,
2019 |
| ||||||
2019 Mezzanine Term Loan
|
| | |
$
|
—
|
| | | | $ | 10,000 | | |
Unamortized debt discount
|
| | | | — | | | | | | (372) | | |
Net carrying amount
|
| | |
$
|
—
|
| | | | $ | 9,628 | | |
| | |
June 30, 2020
|
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Per Share
Price at Issuance |
| |
Per Share
Conversion Price |
| |
Aggregate
Liquidation Preference |
| ||||||||||||||||||
| | |
Authorized
|
| |
Outstanding
|
| ||||||||||||||||||||||||
Series A
|
| | | | 5,929,441 | | | | | | 5,560,141 | | | | | $ | 1.4700 | | | | | $ | 1.4700 | | | | | $ | 8,173 | | |
Series A-1
|
| | |
|
2,021,522
|
| | | |
|
1,986,754
|
| | | |
|
1.5100
|
| | | |
|
1.5100
|
| | | |
|
3,000
|
| |
Series B
|
| | |
|
6,053,784
|
| | | |
|
5,974,907
|
| | | |
|
2.5356
|
| | | |
|
2.5356
|
| | | |
|
15,150
|
| |
Series C
|
| | |
|
10,837,944
|
| | | |
|
4,404,840
|
| | | |
|
3.8798
|
| | | |
|
3.8798
|
| | | |
|
17,090
|
| |
Series D
|
| | |
|
4,312,387
|
| | | |
|
2,862,291
|
| | | |
|
8.1474
|
| | | |
|
8.1474
|
| | | |
|
23,320
|
| |
Series D-1
|
| | |
|
3,000,000
|
| | | |
|
2,548,459
|
| | | |
|
16.0746
|
| | | |
|
16.0746
|
| | | |
|
40,965
|
| |
Series E
|
| | |
|
3,150,000
|
| | | |
|
2,018,147
|
| | | |
|
32.2080
|
| | | |
|
32.2080
|
| | | |
|
65,001
|
| |
| | | | | 35,305,078 | | | | | | 25,355,539 | | | | | | | | | | | | | | | | | $ | 172,699 | | |
|
| | |
December 31, 2019
|
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Per Share
Price at Issuance |
| |
Per Share
Conversion Price |
| |
Aggregate
Liquidation Preference |
| ||||||||||||||||||
| | |
Authorized
|
| |
Outstanding
|
| ||||||||||||||||||||||||
Series A
|
| | | | 5,929,441 | | | | | | 5,560,141 | | | | | $ | 1.4700 | | | | | $ | 1.4700 | | | | | $ | 8,173 | | |
Series A-1
|
| | | | 2,021,522 | | | | | | 1,986,754 | | | | | | 1.5100 | | | | | | 1.5100 | | | | | | 3,000 | | |
Series B
|
| | | | 6,053,784 | | | | | | 5,974,907 | | | | | | 2.5356 | | | | | | 2.5356 | | | | | | 15,150 | | |
Series C
|
| | | | 10,837,944 | | | | | | 4,404,840 | | | | | | 3.8798 | | | | | | 3.8798 | | | | | | 17,090 | | |
Series D
|
| | | | 4,312,387 | | | | | | 2,862,291 | | | | | | 8.1474 | | | | | | 8.1474 | | | | | | 23,320 | | |
Series D-1
|
| | | | 3,000,000 | | | | | | 2,548,459 | | | | | | 16.0746 | | | | | | 16.0746 | | | | | | 40,965 | | |
| | | | | 32,155,078 | | | | | | 23,337,392 | | | | | | | | | | | | | | | | | $ | 107,698 | | |
| | |
June 30, 2020
|
| |
June 30, 2019
|
| ||||||
Research and development
|
| | |
$
|
1,021
|
| | | | $ | 75 | | |
Sales and marketing
|
| | |
|
1,074
|
| | | | | 68 | | |
General and administrative
|
| | |
|
3,808
|
| | | | | 623 | | |
Total stock-based compensation expense
|
| | |
$
|
5,903
|
| | | | $ | 766 | | |
| | | | | | | | |
Options Outstanding
|
| | | | | | | |||||||||||||||
| | |
Number of
Shares Available for Issuance Under the Plan |
| |
Number of
Shares Outstanding Under the Plan |
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Contractual Term (Years) |
| |
Aggregate
Intrinsic Value |
| |||||||||||||||
Balance at December 31, 2019
|
| | | | 3,855,385 | | | | | | 38,794,307 | | | | | | 0.14 | | | | | | 7.67 | | | | | | 13,056 | | |
Additional shares authorized
|
| | |
|
42,303,790
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | | | | | | | | | |
Options granted
|
| | |
|
(27,082,366)
|
| | | |
|
27,082,366
|
| | | |
|
0.79
|
| | | | | | | | | | | | | |
Options exercised(1)
|
| | |
|
—
|
| | | |
|
(19,551,339)
|
| | | |
|
0.77
|
| | | | | | | | | | | | | |
Options canceled
|
| | |
|
5,988,025
|
| | | |
|
(6,249,381)
|
| | | |
|
0.42
|
| | | | | | | | | | | | | |
Balance at June 30, 2020
|
| | |
|
25,064,834
|
| | | |
|
40,075,953
|
| | | |
|
0.24
|
| | | |
|
7.52
|
| | | |
|
204,710
|
| |
Exercisable at December 31, 2019
|
| | | | | | | | | | 20,379,015 | | | | | | 0.06 | | | | | | 6.85 | | | | | | 8,492 | | |
Exercisable at June 30, 2020
|
| | | | | | | | |
|
21,810,896
|
| | | |
|
0.07
|
| | | |
|
6.54
|
| | | |
|
114,947
|
| |
Unvested at December 31, 2019
|
| | | | | | | | | | 18,415,292 | | | | | | 0.23 | | | | | | 8.58 | | | | | | 4,564 | | |
Unvested at June 30, 2020
|
| | | | | | | | | | 18,265,057 | | | | | | 0.43 | | | | | | 8.69 | | | | | | 89,763 | | |
| | |
June 30, 2020
|
|
Expected volatility
|
| |
47.99% – 48.79%
|
|
Risk-free interest rate
|
| |
0.34% – 1.44%
|
|
Expected term (in years)
|
| |
5.00 – 6.18
|
|
Expected dividend yield
|
| |
—
|
|
Weighted average estimated fair value of stock options granted during the period
|
| |
$1.56
|
|
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (35,679) | | | | | $ | (9,883) | | |
Remeasurement of redeemable convertible preferred stock
|
| | | | (409,506) | | | | | | (18,992) | | |
Net loss attributable to common stockholders – Basic and diluted
|
| | | | (445,185) | | | | | | (28,875) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average common shares outstanding – Basic and diluted
|
| | | | 141,162,200 | | | | | | 133,046,838 | | |
Net loss per share attributable to common stockholders – Basic and diluted
|
| | | $ | (3.15) | | | | | $ | (0.22) | | |
|
| | |
Number of Securities Outstanding at
June 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Redeemable convertible preferred stock
|
| | |
|
118,337,370
|
| | | | | 98,155,890 | | |
Forward contract to purchase redeemable convertible preferred stock
|
| | |
|
364,512
|
| | | | | — | | |
Convertible preferred stock
|
| | |
|
135,218,020
|
| | | | | 135,218,020 | | |
Preferred stock warrants
|
| | |
|
3,893,880
|
| | | | | 3,893,880 | | |
Common stock warrants
|
| | |
|
971,842
|
| | | | | 971,842 | | |
Common stock options
|
| | |
|
64,579,940
|
| | | | | 51,524,707 | | |
Total
|
| | |
|
323,365,564
|
| | | | | 289,764,339 | | |
| | |
Page
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| Flying Eagle Acquisition Corp. | | ||||||
| By: | | | | | |||
| | | | Name: | | | | |
| | | | Title: | | | | |
| | | |
Address for Notices:
|
| | | |
| [SUBSCRIBER] | | ||||||
| By: | | | | | |||
| | | | Name: | | | | |
| | | | Title: | | | | |
| | | |
Address for Notices:
|
| | | |
| Name in which shares are to be registered: | | |||
| | |
| Number of Subscribed Shares subscribed for: | | | | | | | |
| Price Per Subscribed Share: | | | | $ | 10.00 | | |
| Aggregate Purchase Price: | | | | $ | | | |
|
SUBSCRIBER:
Print Name: |
| |||
| By: | | | | |
| Name: | | | | |
| Title: | | | | |
Exhibit
|
| |
Description
|
| |||
| | 23.3 | | | | Consent of White & Case LLP (included in Exhibits 5.1 and 8.1 hereto). | |
| | 24.1 | | | | Power of Attorney (included on signature page to the proxy statement/prospectus which forms part of this registration statement). | |
| | 99.1** | | | | Form of Preliminary Proxy Card. | |
| | 101.INS | | | | XBRL Instance Document | |
| | 101.SCH | | | | XBRL Taxonomy Extension Schema Document | |
| | 101.CAL | | | | XBRL Taxonomy Extension Calculation Linkbase Document | |
| | 101.DEF | | | | XBRL Taxonomy Extension Definition Linkbase Document | |
| | 101.LAB | | | | XBRL Taxonomy Extension Label Linkbase Document | |
| | 101.PRE | | | | XBRL Taxonomy Extension Presentation Linkbase Document | |
| | | | FLYING EAGLE ACQUISITION CORP. | | ||||||
| | | | By: | | |
/s/ Harry E. Sloan
|
| |||
| | | | | | | Name: | | | Harry E. Sloan | |
| | | | | | | Title: | | | President and Chairman | |
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ Harry E. Sloan
Harry E. Sloan
|
| |
President and Chairman
(Principal Executive Officer) |
| |
September 4, 2020
|
|
|
/s/ Eli Baker
Eli Baker
|
| |
Secretary and Vice Chairman
(Principal Financial and Accounting Officer) |
| |
September 4, 2020
|
|
Exhibit 10.7
Skillz Inc.
September 1, 2020
Ladies and Gentlemen:
Flying Eagle Acquisition Corp, a Delaware corporation (the “Issuer”), has proposed to enter into a definitive agreement (the “Definitive Agreement”) for a business combination with Skillz Inc., a Delaware corporation (the “Target”), pursuant to which the Issuer will acquire the Target on the terms and subject to the conditions set forth therein (the “Transaction”). As a condition to its willingness to enter into the Definitive Agreement, the Target has required the holder of the Issuer’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), named on the signature page hereof (“Holder”) to execute and deliver this Voting Agreement.
In consideration of the foregoing and the mutual acknowledgments, understandings, and agreements contained in this Voting Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Target and Holder hereby agree as follows:
1. Representations and Warranties of Holder. Holder represents and warrants that (a) it and/or certain of its controlled affiliates own beneficially as of the date hereof the number of shares of Class A Common Stock of the Issuer set forth below its signature on the signature page hereof that were originally included in eh units sold in the Issuer’s initial public offering (the “Public Shares”), and (b) Holder is not a party to any agreement or other arrangement inconsistent with the terms set forth in this Voting Agreement.
2. Agreement to Vote. Holder irrevocably and unconditionally agrees that, at the special meeting of the stockholders of the Issuer to take place in connection with the Transaction or any other meeting of the stockholders of the Issuer (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), the Holder shall, and shall cause its controlled affiliates to:
(a) | when such meeting is held, appear at such meeting or otherwise cause the Public Shares to be counted as present thereat for the purpose of establishing a quorum; |
(b) | vote, or cause to be voted at such meeting, all of the Public Shares in favor of the Transaction and any other matters necessary or reasonably requested by the Target for consummation of the Transaction; |
(c) | vote, or cause to be voted at such meeting, all of the Public Shares against any alternative Business Combination (as such term is defined in the Second Amended and Restated Certificate of Incorporation of the Issuer) and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Transaction or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Issuer with respect to the Transaction; and |
(d) | not enter into any agreement or other arrangement inconsistent with the terms set forth in this Voting Agreement. |
This paragraph 2 shall apply until the earlier of (x) the date of the consummation of the Transaction and (y) the termination of the Definitive Agreement in accordance with its terms. The obligations of Holder specified in this paragraph 2 shall apply whether or not the Transaction or any action described above is recommended by the Board of Directors of the Issuer or the Board of Directors of the Issuer has previously recommended the Transaction but changed such recommendation.
3. Miscellaneous.
a. Holder acknowledges that the Target will rely on the representations, warranties, acknowledgments, understandings and agreements contained in this Voting Agreement and that this Voting Agreement is being delivered to Target to induce Target to enter into the Definitive Agreement. Holder agrees to promptly notify the Target if any of the representations, warranties, acknowledgments, understandings or agreements set forth herein are no longer accurate in all material respects.
b. The Target is entitled to rely upon this Voting Agreement and is irrevocably authorized to produce this Voting Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.
c. Neither this Voting Agreement nor any rights that may accrue to Holder hereunder may be transferred or assigned. Neither this Voting Agreement nor any rights that may accrue to the Target hereunder may be transferred or assigned.
d. This Voting Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the parties to this Voting Agreement.
e. This Voting Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.
f. Except as otherwise provided herein, this Voting Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.
h. If any provision of this Voting Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Voting Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.
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i. This Voting Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.
j. Holder shall pay all of its own expenses in connection with this Voting Agreement and the transactions contemplated hereby.
k. Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered personally, (b) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (c) five (5) business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:
(i) if to Holder, to such address or addresses set forth on the signature page hereto;
(ii) if to the Target, to:
Skillz Inc.
Attention: Charlotte Edelman, VP of Legal
Email: cedelman@skillz.com
legal@skillz.com
with a required copy to (which copy shall not constitute notice):
Winston & Strawn LLP
1901 L Street N.W.
Washington, D.C. 20036
Attn: Christopher Zochowski
Steve Gavin
Kyle Gann
Facsimile No.: (202) 282-5100
Email: czochowski@winston.com
sgavin@winston.com
kgann@winston.com
l. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Voting Agreement (including failing to take such actions as are required of them hereunder to consummate this Voting Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Voting Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, this being in addition to any other remedy to which they are entitled under this Voting Agreement, and (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Voting Agreement and without that right, none of the parties would have entered into this Voting Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Voting Agreement and to enforce specifically the terms and provisions of this Voting Agreement in accordance with this paragraph 3(l) shall not be required to provide any bond or other security in connection with any such injunction.
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m. This Voting Agreement, and all claims or causes of action based upon, arising out of, or related to this Voting Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
n. Any claim, action, suit, assessment, arbitration or proceeding based upon, arising out of or related to this Voting Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located in the State of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such claim, action, suit, assessment, arbitration or proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of such claim, action, suit, assessment, arbitration or proceeding shall be heard and determined only in any such court, and agrees not to bring any claim, action, suit, assessment, arbitration or proceeding arising out of or relating to this Voting Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any claim, action, suit, assessment, arbitration or proceeding brought pursuant to this paragraph 3(n). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS VOTING AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
[Signature page follows.]
4
IN WITNESS WHEREOF, each of the Target and Holder has executed or caused this Voting Agreement to be executed by its duly authorized representative as of the date set forth below.
TARGET | ||
SKILLZ INC. | ||
By: | ||
Name: Andrew Paradise | ||
Title: CEO |
[Signature page to Voting Agreement]
IN WITNESS WHEREOF, each of the Target and Holder has executed or caused this Voting Agreement to be executed by its duly authorized representative as of the date set forth below.
HOLDER | ||
Accepted and Agreed: | ||
Print Name of Holder: |
By: | ||
Name: | ||
Title: | ||
Number of Public Shares Owned: |
Address for Notices: |
Attention: |
Email: |
[Signature page to Voting Agreement]
Exhibit 10.8
Flying Eagle Acquisition Corp.
2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067
September 1, 2020
Ladies and Gentlemen:
Flying Eagle Acquisition Corp, a Delaware corporation (the “Issuer”), has proposed to enter into a definitive agreement (the “Definitive Agreement”) for a business combination with [Skillz Inc.] (the “Target”), pursuant to which the Issuer will acquire the Target on the terms and subject to the conditions set forth therein (the “Transaction”). As a condition to its willingness to enter into the Definitive Agreement, the Issuer has requested the holder of the Issuer’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), named on the signature page hereof (“Holder”) to execute and deliver this Letter Agreement.
In consideration of the foregoing and the mutual acknowledgments, understandings, and agreements contained in this Letter Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Issuer and Holder hereby agree as follows:
1. Representations and Warranties of Holder. Holder represents and warrants that it and/or certain of its controlled affiliates own beneficially as of the date hereof at least the number of shares of Common Stock of the Issuer set forth below its signature on the signature page hereof (the “Public Shares”).
2. Pre-Closing Lock-up and Waiver of Redemption Rights. Holder acknowledges that it has certain rights with respect to the redemption of the Public Shares pursuant to the Amended and Restated Certificate of Incorporation (the “Charter”) of the Issuer and in connection with the Transaction. Holder covenants and agrees that neither it nor any of its controlled affiliates shall [subject to the Conditions (as defined below) having been satisfied]*:
(a) | directly or indirectly Transfer (other than to any fund or account managed by the same investment manager as Holder) any of the Public Shares, or any voting or economic interest therein, as of and following the date hereof through the earliest of (x) the date of the consummation of the Transaction (the “Closing Date”), [and] (y) the termination of the Definitive Agreement in accordance with its terms [and (z) September 14, 2020 if the Definitive Agreement is not entered into on or prior to such date]*; or |
(b) | exercise any and all redemption rights under the Charter in connection with the Transaction or the special meeting of the stockholders of the Issuer to take place in connection with the Transaction, with respect to the Public Shares (the “Redemption Rights”). |
* Included in a non-redemption agreement with respect to 4,455,000 shares.
For purposes hereof, “Transfer” shall mean, with respect to Public Shares, the transfer, sale, offer, exchange, assignment, pledge (other than pursuant to standardized pledge arrangements with Holder’s prime brokers) or other disposition.
[The Holder’s obligations above shall be conditioned on (i) the Issuer having available cash immediately prior to the consummation of the Transaction that equals or exceeds $150,000,000, excluding such amounts that are subject to letter agreements with the Issuer’s stockholders containing binding covenants of such stockholders to refrain from exercising their redemption rights and (ii) the Issuer not having entered into any amendment, waiver or modification to Definitive Agreement that materially and adversely affects the Issuer (collectively, the “Conditions”).]*
In furtherance of the foregoing: (x), [provided that the Conditions have been satisfied,]* Holder hereby irrevocably waives, on behalf of itself and its controlled affiliates, the Redemption Rights and irrevocably constitutes and appoints the Issuer and the Target and their respective designees, with full power of substitution, as its (and its controlled affiliates) true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to revoke any redemption election made in contravention of paragraph 2(b) above with respect to any Public Shares and to cause the Issuer’s transfer agent to fail to redeem such Public Shares in connection with the Transaction, and (y) in the event of a breach of paragraph 2(a) or 2(b) with respect to any Public Shares (the “Transferred/Redeemed Shares”), Holder unconditionally and irrevocably agrees to, or to cause one or more of its affiliates to, subscribe for and purchase from the Issuer (or from its permitted assignee(s) or designee(s)) a number of shares of Class A Common Stock equal to the number of such Transferred/Redeemed Shares, for a per share purchase price equal to the amount to be received by public stockholders of the Issuer exercising their redemption rights under the Charter in connection with the Transaction.
[3. Other Agreements.
a. As a condition to its willingness to enter into the Definitive Agreement, the Issuer has required certain other holders of the Issuer’s Class A Common Stock to execute and deliver letter agreements containing binding covenants of such stockholders to refrain from exercising their redemption rights or right to Transfer shares of Class A Common Stock in connection with the Transaction (the “Other Letter Agreements” and together with this Letter Agreement, the “Letter Agreements”), which are on substantially the same terms as the terms of this Letter Agreement. Issuer acknowledges and agrees that it shall not consummate the Transaction unless the aggregate cash available to the Issuer immediately prior to the consummation of the Transaction equals or exceeds $150,000,000, excluding such amounts that are subject to the Letter Agreements.
2
b. Issuer acknowledges and agrees that the terms and conditions of this Letter Agreement are no less favorable, or shall not be less favorable in the case of the Other Letter Agreements entered into after the date hereof, than the terms and conditions of the Other Letter Agreements. If the terms and conditions of any Other Letter Agreement entered into after the date hereof shall be less favorable than the terms and conditions of this Letter Agreement, Issuer shall take all necessary and desirable action to amend this Letter Agreement, upon Holder’s prior written consent, so that the terms and conditions of this Letter Agreement are no less favorable than the terms and conditions of such Other Letter Agreement.
c. Notwithstanding anything to the contrary herein, Holder shall have the right to Transfer any or all of the Public Shares after the date hereof; provided, that, if the closing price of the Class A Common Stock on the NYSE is $10.75 or less on any date during the five-trading day period ending on the third trading day prior to the deadline for submitting requests for redemptions of Class A Common Stock as set forth in the proxy statement relating to the Transaction (the “Redemption Deadline”), then the Holder agrees to promptly purchase (either in the open market, or, at the Issuer’s option, from the Issuer at a per share price equal to the greater of (i) $10.00 and (ii) the closing price of the Class A Common Stock on the third trading day prior to the Redemption Deadline, subject to a maximum per share price of $10.75) and hold through the Closing Date a number of shares of Class A Common Stock in order for the number of shares of Class A Common Stock held by the Holder on the Closing Date to equal or exceed 5,122,500. At the Issuer’s request, Holder agrees to provide such information, including brokerage account statements and an officer’s certificate of Holder, reasonably necessary in order for the Issuer to confirm Holder’s compliance with this Section 3(c).]†
[3]/[4]. Miscellaneous.
a. Holder acknowledges that the Issuer and others (including the Target) will rely on the representations, warranties, acknowledgments, understandings and agreements contained in this Letter Agreement and that this Letter Agreement is being delivered to Target to induce Target to enter into the Definitive Agreement. Holder agrees to promptly notify the Issuer, who shall promptly notify the Target, if any of the representations, warranties, acknowledgments, understandings or agreements set forth herein are no longer accurate in all material respects.
b. Each of the Issuer, Holder and Target is entitled to rely upon this Letter Agreement and is irrevocably authorized to produce this Letter Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.
c. Neither this Letter Agreement nor any rights that may accrue to Holder hereunder may be transferred or assigned. Neither this Letter Agreement nor any rights that may accrue to the Issuer hereunder may be transferred or assigned.
† Included in a non-redemption agreement with respect to 5,127,500 shares.
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d. This Letter Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the Target and the party against whom enforcement of such modification, waiver, or termination is sought.
e. This Letter Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.
f. Except as otherwise provided herein, this Letter Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.
g. The Target is a third party beneficiary of this Letter Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party to this Letter Agreement.
h. If any provision of this Letter Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Letter Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.
i. This Letter Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.
j. Holder shall pay all of its own expenses in connection with this Letter Agreement and the transactions contemplated hereby.
k. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered personally, (b) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (c) five (5) business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:
(i) if to Holder, to such address or addresses set forth on the signature page hereto;
4
(ii) if to the Issuer, to:
Flying Eagle Acquisition Corp.
2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067
Attention: Eli Baker
Email: elibaker@geacq.com
with a required copy to (which copy shall not constitute notice):
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020 | ||
Attention: | Joel Rubinstein | |
E-mail: | joel.rubinstein@whitecase.com |
l. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Letter Agreement (including failing to take such actions as are required of them hereunder to consummate this Letter Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Letter Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, this being in addition to any other remedy to which they are entitled under this Letter Agreement, and (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Letter Agreement and without that right, none of the parties would have entered into this Letter Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Letter Agreement and to enforce specifically the terms and provisions of this Letter Agreement in accordance with this paragraph [4(l)]/ 3(l) shall not be required to provide any bond or other security in connection with any such injunction.
m. This Letter Agreement, and all claims or causes of action based upon, arising out of, or related to this Letter Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
n. Any claim, action, suit, assessment, arbitration or proceeding based upon, arising out of or related to this Letter Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located in the State of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such claim, action, suit, assessment, arbitration or proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of such claim, action, suit, assessment, arbitration or proceeding shall be heard and determined only in any such court, and agrees not to bring any claim, action, suit, assessment, arbitration or proceeding arising out of or relating to this Letter Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any claim, action, suit, assessment, arbitration or proceeding brought pursuant to this paragraph 3(n) /[4(n)]. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
[Signature page follows.]
5
IN WITNESS WHEREOF, each of the Issuer and Holder has executed or caused this Letter Agreement to be executed by its duly authorized representative as of the date set forth above.
ISSUER | ||
FLYING EAGLE ACQUISITION CORP. | ||
By: | ||
Name: | ||
Title: |
HOLDER | ||
Accepted and Agreed: | ||
Print Name of Holder: |
By: | ||
Name: | ||
Title: |
Number of Public Shares: |
Address for Notices: |
Attention: |
Email: |
[Signature page to Non-Redemption Letter]
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-4, of our report dated March 5, 2020, relating to the balance sheet of Flying Eagle Acquisition Corp as of January 24, 2020, and the related statements of operations, changes in stockholder’s equity and cash flows for the period from January 15, 2020 (inception) through January 24, 2020, and to the reference to our Firm under the caption “Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
September 4, 2020 |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" and to the use of our report dated September 4, 2020, with respect to the financial statements of Skillz Inc. included in the proxy statement/prospectus of Flying Eagle Acquisition Corp. that is made a part of the Registration Statement (Form S-4) and Prospectus of Flying Eagle Acquisition Corp. for the registration of its common stock.
/s/ Ernst & Young LLP
Redwood City, California
September 4, 2020