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Delaware
(State or other jurisdiction of incorporation or organization) |
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6770
(Primary Standard Industrial Classification Code Number) |
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85-3022075
(I.R.S. Employer Identification Number) |
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Daniel J. Harris, Esq.
Jason R. Sanderson, Esq. BraunHagey & Borden LLP 351 California Street San Francisco, California 94104 Telephone: (415) 599-0210 |
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Alice Hsu, Esq.
Jason Daniel, Esq. Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, New York 10036 Telephone: (212) 872-1000 |
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Alan I. Annex, Esq.
Jason T. Simon, Esq. Greenberg Traurig, P.A. 333 S.E. 2nd Avenue Miami, Florida 33131 Telephone: (305) 579-0500 |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Title of Each Class of
Security Being Registered |
| | |
Amount Being
Registered |
| | |
Proposed Maximum
Offering Price per Security(1) |
| | |
Proposed Maximum
Aggregate Offering Price(1) |
| | |
Amount of
Registration Fee |
| |||||||||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2)
|
| | |
28,750,000 Units
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| | | | $ | 10.00 | | | | | | $ | 287,500,000 | | | | | | $ | 31,366.25 | | |
Shares of Class A common stock included as part of the units(3)
|
| | |
28,750,000 Shares
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Redeemable warrants included as part of the units(3)
|
| | |
14,375,000 Warrants
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Total
|
| | | | | | | | | | | | | | | $ | 287,500,000 | | | | | | $ | 31,366.25 | | |
| | |
Per Unit
|
| |
Total
|
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 250,000,000 | | |
Underwriting discounts and commissions(1)
|
| | | $ | 0.20 | | | | | $ | 5,000,000 | | |
Proceeds, before expenses, to us
|
| | | $ | 9.80 | | | | | $ | 245,000,000 | | |
| Cowen | | |
Craig-Hallum Capital Group
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Page
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| | | | 73 | | | |
| | | | 75 | | | |
| | | | 76 | | | |
| | | | 83 | | | |
| | | | 115 | | | |
| | | | 125 | | | |
| | | | 129 | | | |
| | | | 133 | | | |
| | | | 150 | | | |
| | | | 158 | | | |
| | | | 166 | | | |
| | | | 166 | | | |
| | | | 166 | | | |
| | | | 166 | | | |
| | | | F-1 | | |
| A+E Networks | | | Mercado Libre | |
| Akamai | | | NBCUniversal | |
| Allen & Co. | | | Playboy | |
| Buzzfeed | | | RBC Capital Markets | |
| CBS | | | Salomon Smith Barney | |
| Central European Media | | | SESAC | |
| Cisco | | | Sky | |
| Criteo | | | SNAP | |
| Disney/ESPN | | | Sony | |
| E-Health | | | The EW Scripps Company | |
| Fox Studios | | | The National Basketball Association | |
| Freedom Communications | | | The White House | |
| Huffington Post | | | Time Warner/Turner Networks | |
| IronSource | | | Valiant Entertainment | |
| Legendary Pictures/Legendary China | | | Vox Media | |
| Martha Stewart Living | | | Zynga | |
| | |
October 15, 2020
|
| |||
Balance Sheet Data: | | | |||||
Working capital (deficiency)
|
| | | $ | (99,614) | | |
Total assets
|
| | | $ | 139,592 | | |
Total liabilities
|
| | | $ | 124,614 | | |
Stockholder's equity
|
| | | $ | 14,978 | | |
| | |
Without
Over-Allotment Option |
| |
Over-Allotment
Option Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 250,000,000 | | | | | $ | 287,500,000 | | |
Gross proceeds from private placement units offered in the private placement
|
| | | | 7,025,000 | | | | | | 7,775,000 | | |
Total gross proceeds
|
| | | $ | 257,025,000 | | | | | $ | 295,275,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public)
|
| | | $ | 5,000,000 | | | | | $ | 5,750,000 | | |
Legal fees and expenses
|
| | | | 225,000 | | | | | | 225,000 | | |
Printing and engraving expenses
|
| | | | 25,000 | | | | | | 25,000 | | |
Accounting fees and expenses
|
| | | | 52,000 | | | | | | 52,000 | | |
SEC expenses
|
| | | | 31,366 | | | | | | 31,366 | | |
FINRA expenses
|
| | | | 43,625 | | | | | | 43,625 | | |
Nasdaq application and filing fees(3)
|
| | | | 63,000 | | | | | | 63,000 | | |
Directors and officers insurance premiums
|
| | | | 500,000 | | | | | | 500,000 | | |
Miscellaneous expenses(4)
|
| | | | 60,009 | | | | | | 60,009 | | |
Total estimated offering expenses (other than underwriting commissions)
|
| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
Proceeds after offering expenses
|
| | | $ | 251,025,000 | | | | | $ | 288,525,000 | | |
Held in trust account(5)
|
| | | $ | 250,000,000 | | | | | $ | 287,500,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account
|
| | | $ | 1,025,000 | | | | | $ | 1,025,000 | | |
| | |
Amount
|
| |
% of
Total |
| ||||||
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(7)
|
| | | $ | 300,000 | | | | | | 29.3% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 100,000 | | | | | | 9.8 | | |
Payment for office space, utilities, general office and secretarial support, and administrative and support services
|
| | | | 480,000 | | | | | | 46.8 | | |
Working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income)
|
| | | | 145,000 | | | | | | 14.1 | | |
Total
|
| | | $ | 1,025,000 | | | | | | 100.0% | | |
| | |
Without Over-allotment
|
| |
With Over-allotment
|
| ||||||||||||||||||
Public offering price
|
| | | | | | | | | $ | 10.00 | | | | | | | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.01) | | | | | | | | | | | | (0.01) | | | | | | | | |
Increase attributable to public stockholders
|
| | | | 0.69 | | | | | | | | | | | | 0.61 | | | | | | | | |
Pro forma net tangible book value after this offering and the sale of the private placement units
|
| | | | | | | | | | 0.68 | | | | | | | | | | | | 0.60 | | |
Dilution to public stockholders
|
| | | | | | | | | $ | 9.32 | | | | | | | | | | | $ | 9.40 | | |
Percentage of dilution to public stockholders
|
| | | | | | | | | | 93.2% | | | | | | | | | | | | 94.0% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Initial Stockholders(1)(2)
|
| | | | 6,952,500 | | | | | | 21.8% | | | | | $ | 7,050,000 | | | | | | 2.7% | | | | | $ | 1.01 | | |
Public Stockholders
|
| | | | 25,000,000 | | | | | | 78.2 | | | | | | 250,000,000 | | | | | | 97.3% | | | | | $ | 10.00 | | |
| | | | | 31,952,500 | | | | | | 100.0% | | | | | $ | 257,050,000 | | | | | | 100.0% | | | | | | | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (99,614) | | | | | $ | (99,614) | | |
Net proceeds from this offering and sale of the private placement units
|
| | | | 251,025,000 | | | | | | 288,525,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering
|
| | | | 114,592 | | | | | | 114,592 | | |
Less: Proceeds held in trust subject to redemption
|
| | | | (246,039,970) | | | | | | (283,539,970) | | |
| | | | $ | 5,000,008 | | | | | $ | 5,000,008 | | |
Denominator: | | | | | | | | | | | | | |
Class F common stock outstanding prior to this offering
|
| | | | 7,187,500 | | | | | | 7,187,500 | | |
Class F common stock forfeited if over-allotment is not exercised
|
| | | | (937,500) | | | | | | — | | |
Class A common stock included in the units offered
|
| | | | 25,000,000 | | | | | | 28,750,000 | | |
Class A common stock included in the private placement units offered
|
| | | | 702,500 | | | | | | 777,500 | | |
Less: Shares subject to redemption
|
| | | | (24,603,997) | | | | | | (28,353,997) | | |
| | | | | 7,348,503 | | | | | | 8,361,003 | | |
| | |
October 15, 2020
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Note payable to related party(2)
|
| | | $ | — | | | | | $ | — | | |
Class A common stock subject to possible redemption; -0- and 24,603,997 shares, actual and as adjusted, respectively(3)
|
| | | | — | | | | | | 246,039,970 | | |
Preferred stock, $0.0001 par value, -0- and 5,000,000 shares authorized, actual and as adjusted, respectively; none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value, -0- and 500,000,000 shares authorized, actual and as adjusted, respectively; -0- and 1,098,503 shares issued and outstanding (excluding -0- and 24,603,997 shares subject to possible redemption), actual and as adjusted, respectively
|
| | | | — | | | | | | 110 | | |
Class F common stock, $0.0001 par value, 10,000,000 and 25,000,000 shares authorized, actual and as adjusted, respectively; 7,187,500 and 6,250,000 shares issued and outstanding, actual and as adjusted, respectively(4)
|
| | | | 719 | | | | | | 625 | | |
Additional paid-in capital(5)
|
| | | | 24,281 | | | | | | 5,009,295 | | |
Accumulated deficit
|
| | | | (10,022) | | | | | | (10,022) | | |
Total stockholders’ equity
|
| | | $ | 14,978 | | | | | $ | 5,000,008 | | |
Total capitalization
|
| | | $ | 14,978 | | | | | $ | 251,039,978 | | |
| A+E Networks | | | Mercado Libre | |
| Akamai | | | NBCUniversal | |
| Allen & Co. | | | Playboy | |
| Buzzfeed | | | RBC Capital Markets | |
| CBS | | | Salomon Smith Barney | |
| Central European Media | | | SESAC | |
| Cisco | | | Sky | |
| Criteo | | | SNAP | |
| Disney/ESPN | | | Sony | |
| E-Health | | | The EW Scripps Company | |
| Fox Studios | | | The National Basketball Association | |
| Freedom Communications | | | The White House | |
| Huffington Post | | | Time Warner/Turner Networks | |
| IronSource | | | Valiant Entertainment | |
| Legendary Pictures/Legendary China | | | Vox Media | |
| Martha Stewart Living | | | Zynga | |
Type of Transaction
|
| |
Whether
Stockholder Approval is Required |
| |||
Purchase of assets
|
| | | | No | | |
Purchase of stock of target not involving a merger with the company
|
| | | | No | | |
Merger of target into a subsidiary of the company
|
| | | | No | | |
Merger of the company with a target
|
| | | | Yes | | |
| | | |
Redemptions in Connection with
our Initial Business Combination |
| |
Other Permitted Purchases of
Public Shares by our Affiliates |
| |
Redemptions if we fail to
Complete an Initial Business Combination |
|
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be | | | If we seek stockholder approval of our initial business combination, our founders, directors, officers, advisors or any of their affiliates may purchase shares in privately negotiated | | | If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per share price, payable in | |
| | | |
Redemptions in Connection with
our Initial Business Combination |
| |
Other Permitted Purchases of
Public Shares by our Affiliates |
| |
Redemptions if we fail to
Complete an Initial Business Combination |
|
| | | | the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions. | | | cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. | |
|
Impact to remaining stockholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the Marketing Fee and interest withdrawn in order to pay taxes (to the extent not paid from | | | If the permitted purchases described above are made, there will be no impact to our remaining stockholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions. | |
| | | |
Redemptions in Connection with
our Initial Business Combination |
| |
Other Permitted Purchases of
Public Shares by our Affiliates |
| |
Redemptions if we fail to
Complete an Initial Business Combination |
|
| | | | amounts accrued as interest on the funds held in the trust account). | | | | | | | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Escrow of offering proceeds
|
| | Nasdaq listing rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. $250,000,000 of the net proceeds of this offering and the sale of the private placement units will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $212,625,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
|
Investment of net proceeds
|
| | $250,000,000 of the net offering proceeds and the sale of the private placement units held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
|
Receipt of interest on escrowed funds
|
| |
Interest on proceeds from the trust account to be paid to stockholders is reduced by: (1) any taxes paid or payable; and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.
|
| | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Limitation on fair value or net assets of target business
|
| | Nasdaq listing rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the trust account (excluding any deferred underwriters fees, if any, and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
|
Trading of securities issued
|
| |
The units will begin trading on or promptly after the date of this prospectus. We expect that the Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus unless Cowen and Company, LLC and Craig-Hallum Capital Group LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
|
| | No trading of the units or the underlying common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
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Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Election to remain an investor
|
| | We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest, which interest shall be net of taxes payable, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rules to hold a stockholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | |
such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.
Additionally, each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction.
|
| | | |
|
Business combination deadline
|
| | If we are unable to complete an initial business combination within 24 months from the closing of this offering, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | | | | |
|
Release of funds
|
| | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income taxes, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering; and (3) the redemption of all of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote
|
| | If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering). Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | | | Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. | |
|
Tendering stock certificates in connection with a tender offer or redemption rights
|
| | We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. | | | | |
Name
|
| |
Age
|
| |
Title
|
|
Adam Rothstein | | |
49
|
| | Executive Chairman and Director | |
Emiliano Calemzuk | | |
47
|
| | Chief Executive Officer and Director | |
Michael Del Nin | | |
49
|
| | Chief Financial Officer and Chief Operating Officer nominee | |
Linda Yaccarino | | |
57
|
| | Director nominee | |
Kelli Turner | | |
50
|
| | Director nominee | |
David Bank | | |
51
|
| | Director nominee | |
Scott Flanders | | |
63
|
| | Director nominee | |
Jon Jashni | | |
57
|
| | Director nominee | |
Name of Affiliated Company
|
| |
Name of Individual
|
| |
Affiliated Company’s Business
|
|
Disruptive Technology Partners | | | Adam Rothstein(1) | | | Investments | |
Disruptive Growth | | | | | | Investments | |
Subversive Capital | | | | | | Investments | |
1007 Mountain Drive Partners, LLC | | | | | | Investments | |
Subversive Capital Acquisition Corp.
|
| | | | |
Special purpose acquisition company
|
|
Name of Affiliated Company
|
| |
Name of Individual
|
| |
Affiliated Company’s Business
|
|
Roth CH Acquisition I Co. | | | | | |
Special purpose acquisition company
|
|
Roth CH Acquisition II Co. | | | | | |
Special purpose acquisition company
|
|
Jackpocket, Inc. | | | | | | Mobile lottery | |
MercadoLibre Inc. | | | Emiliano Calemzuk | | | E-commerce and payments platform | |
Ascena Retail Group, Inc. | | | Linda Yaccarino | | | Apparel | |
SESAC, Inc. | | | Kelli Turner | | | Entertainment | |
RSL Venture Partners | | | | | | Investments | |
eHealth, Inc. | | | Scott Flanders | | | Insurance | |
Raintree Ventures | | | Jon Jashni | | | Investments | |
Influence Media | | | | | | Investments | |
Sreda Media | | | | | | Television studio | |
Synthesis Entertainment | | | | | | Entertainment | |
| | |
Prior to Offering
|
| |
Post-Offering
|
| | | | | | | ||||||||||||||||||
| | |
Number of
Shares Beneficially Owned(2) |
| |
Percentage of
Outstanding Common Stock |
| |
Number of
Shares Beneficially Owned |
| |
Percentage of
Outstanding Common Stock |
| | | ||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
200 Park Avenue Partners, LLC (our sponsor)
|
| | | | 6,195,040(3) | | | | | | 86.19% | | | | | | 5,967,375(4) | | | | | | 18.68% | | | | | ||||
PA 2 Co-Investment LLC(5)
|
| | | | 621,222 | | | | | | 8.64% | | | | | | 616,089 | | | | | | 1.93% | | | | | ||||
Craig-Hallum Capital Group LLC(6)
|
| | | | 266,238 | | | | | | 3.70% | | | | | | 264,036 | | | | | | * | | | | | ||||
Adam Rothstein
|
| | | | 6,195,040(3) | | | | | | 86.19% | | | | | | 5,967,375(4) | | | | | | 18.68% | | | | | ||||
Emiliano Calemzuk
|
| | | | ― | | | | | | * | | | | | | ― | | | | | | * | | | | | ||||
Michael Del Nin
|
| | | | ― | | | | | | * | | | | | | ― | | | | | | * | | | | | ||||
Linda Yaccarino(7)
|
| | | | 20,000 | | | | | | * | | | | | | 20,000 | | | | | | * | | | | | ||||
Kelli Turner(7)
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | ||||
David Bank(7)
|
| | | | 20,000 | | | | | | * | | | | | | 20,000 | | | | | | * | | | | | ||||
Scott Flanders(7)
|
| | | | 20,000 | | | | | | * | | | | | | 20,000 | | | | | | * | | | | | ||||
Jon Jashni
|
| | | | 20,000 | | | | | | * | | | | | | 20,000 | | | | | | * | | | | | ||||
All directors, director nominees, executive officers
and executive officer nominees as a group (8 individuals) |
| | | | 6,300,040 | | | | | | 87.65% | | | | | | 6,072,375 | | | | | | 19.00% | | | | |
Redemption Date (period to expiration
of warrants) |
| |
Fair Market Value of Class A Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
≥$18.00
|
| |||||||||||||||||||||||||||||
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriter
|
| |
Number of
Units |
| |||
Cowen and Company, LLC
|
| | | | | | |
Craig-Hallum Capital Group LLC
|
| | | | | | |
Total
|
| | | | 25,000,000 | | |
| | |
Per Unit
|
| |
Total
|
| ||||||||||||||||||
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||||||||
Underwriting Discounts and Commissions paid
by us |
| | | $ | 0.20 | | | | | $ | 0.20 | | | | | $ | 5,000,000 | | | | | $ | 5,750,000 | | |
| | |
Page
|
| |||
Audited Financial Statements of 890 5th Avenue Partners, Inc.: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| Assets: | | | | | | | |
| Current assets: | | | | | | | |
|
Cash
|
| | | $ | 25,000 | | |
|
Total current assets
|
| | | | 25,000 | | |
|
Deferred offering costs associated with proposed public offering
|
| | | | 114,592 | | |
|
Total Assets
|
| | | $ | 139,592 | | |
| Liabilities and Stockholder’s Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accrued expenses
|
| | | $ | 4,167 | | |
|
Accounts payable
|
| | | | 120,447 | | |
|
Total current liabilities
|
| | | | 124,614 | | |
| Commitments and Contingencies | | | | | | | |
| Stockholder’s Equity: | | | | | | | |
|
Common stock, $0.0001 par value; 10,000,000 shares authorized; 7,187,500 shares issued and outstanding(1)
|
| | | | 719 | | |
|
Additional paid-in capital
|
| | | | 24,281 | | |
|
Accumulated deficit
|
| | | | (10,022) | | |
|
Total stockholder’s equity
|
| | | | 14,978 | | |
|
Total Liabilities and Stockholder’s Equity
|
| | | $ | 139,592 | | |
|
General and administrative expenses
|
| | | $ | 10,022 | | |
|
Net loss
|
| | | $ | (10,022) | | |
|
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 6,250,000 | | |
|
Basic and diluted net loss per share
|
| | | $ | (0.00) | | |
| | |
Common Stock
|
| |
Additional Paid-In
Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Equity |
| | | | ||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | | | | | | | | | ||||||||||||||||||||||||
Balance – September 9, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | ||||||
Issuance of common stock to Sponsor(1)
|
| | | | 7,187,500 | | | | | | 719 | | | | | | 24,281 | | | | | | — | | | | | | 25,000 | | | | | | ||||||
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (10,022) | | | | | | (10,022) | | | | | | ||||||
Balance – October 15, 2020
|
| | | | 7,187,500 | | | | | $ | 719 | | | | | $ | 24,281 | | | | | $ | (10,022) | | | | | $ | 14,978 | | | | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (10,022) | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Accounts payable
|
| | | | 10,022 | | |
|
Net cash used in operating activities
|
| | | | — | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from issuance of common stock to Sponsor
|
| | | | 25,000 | | |
|
Net cash provided by financing activities
|
| | | | 25,000 | | |
|
Net increase in cash
|
| | | | 25,000 | | |
|
Cash – beginning of the period
|
| | |
|
—
|
| |
|
Cash – end of the period
|
| | | $ | 25,000 | | |
| Supplemental disclosure of noncash activities: | | | | | | | |
|
Deferred offering costs included in accrued expenses
|
| | | $ | 4,167 | | |
|
Deferred offering costs included in accounts payable
|
| | | $ | 110,425 | | |
| Cowen | | |
Craig-Hallum Capital Group
|
|
|
Legal fees and expenses
|
| | | $ | 225,000 | | |
|
Printing and engraving expenses
|
| | | | 25,000 | | |
|
Accounting fees and expenses
|
| | | | 52,000 | | |
|
SEC expenses
|
| | | | 31,366 | | |
|
FINRA expenses
|
| | | | 43,625 | | |
|
Nasdaq application and filing fees(1)
|
| | | | 63,000 | | |
|
Directors and officers insurance premiums(2)
|
| | | | 500,000 | | |
|
Miscellaneous expenses
|
| | | | 60,009 | | |
|
Total
|
| | | $ | 1,000,000 | | |
|
Exhibit
|
| |
Description
|
|
| 1.1** | | | Form of Underwriting Agreement | |
| 1.2** | | | Form of Business Combination Marketing Agreement | |
| 3.1* | | | Certificate of Incorporation | |
| 3.2** | | | Form of Amended and Restated Certificate of Incorporation | |
| 3.3** | | | Amended and Restated Bylaws | |
| 4.1** | | | Specimen Unit Certificate | |
| 4.2** | | | Specimen Class A Common Stock Certificate | |
| 4.3** | | | Specimen Warrant Certificate (included in Exhibit 4.4) | |
| 4.4** | | | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant | |
| 5.1** | | | Opinion of BraunHagey & Borden LLP | |
| 10.1* | | | Promissory Note, dated October 15, 2020, issued to 200 Park Avenue Partners, LLC | |
| 10.2** | | | Form of Letter Agreement among the Registrant and our officers, directors, advisors, PA 2 Co-Investment LLC, Craig-Hallum Capital Group LLC and 200 Park Avenue Partners, LLC | |
| 10.3** | | | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant | |
| 10.4** | | | Form of Registration Rights Agreement between the Registrant and certain security holders | |
| 10.5* | | | Securities Subscription Agreement, dated October 15, 2020, between the Registrant and 200 Park Avenue Partners, LLC | |
| 10.6** | | | Form of Private Placement Units Purchase Agreement among the Registrant, PA 2 Co-Investment LLC, Craig-Hallum Capital Group LLC and 200 Park Avenue Partners, LLC | |
| 10.7** | | | Form of Indemnity Agreement | |
| 10.8** | | | Form of Administrative Services Agreement between the Registrant and 200 Park Avenue Partners, LLC | |
| 14** | | | Form of Code of Ethics | |
| 23.1* | | | Consent of Marcum LLP | |
| 23.2** | | | Consent of BraunHagey & Borden LLP (included in Exhibit 5.1) | |
| 24* | | | Power of Attorney (included on signature page of this Registration Statement) | |
| 99.1** | | | Form of Audit Committee Charter | |
| 99.2** | | | Form of Compensation Committee Charter | |
| 99.3** | | | Consent of Linda Yaccarino, Director Nominee | |
| 99.4** | | | Consent of Kelli Turner, Director Nominee | |
| 99.5** | | | Consent of David Bank, Director Nominee | |
| 99.6** | | | Consent of Scott Flanders, Director Nominee | |
| 99.7** | | | Consent of Jon Jashni, Director Nominee | |
| 99.8** | | | Consent of Michael Del Nin, Executive Officer Nominee | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Adam Rothstein
Adam Rothstein
|
| |
Executive Chairman and Director (Principal Financial and Accounting Officer)
|
| |
December 23, 2020
|
|
|
/s/ Emiliano Calemzuk
Emiliano Calemzuk
|
| |
Chief Executive Officer and Director (Principal Executive Officer)
|
| |
December 23, 2020
|
|
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
890 5th Avenue pARTNERS, Inc.
ARTICLE I
The name of this corporation is 890 5th Avenue Partners, Inc. (this “Corporation”)
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 651 N. Broad Street in the City of Middletown, County of New Castle, zip code 19709. The name of the Corporation’s registered agent at such address is Unisearch, Inc.
ARTICLE III
The name and mailing address of the incorporator of the Corporation is:
Dane Jones
351 California Street, 10th Floor
San Francisco, CA 94104
ARTICLE IV
The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
ARTICLE V
This Corporation is authorized to issue one class of stock to be designated “Common Stock,” with a par value of $0.0001 per share. The total number of shares which the Corporation is authorized to issue is 10,000,000.
ARTICLE VI
Except as otherwise provided in this certificate of incorporation, in furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.
ARTICLE VII
The number of directors of this Corporation shall be determined in the manner set forth in the Bylaws of this Corporation.
ARTICLE VIII
Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
ARTICLE IX
Meeting of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the Bylaws of the Corporation.
ARTICLE X
A director of this Corporation shall not be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to this Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the General Corporation Law is amended after approval by the stockholders of this Article X to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of this Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.
Any repeal or modification of the foregoing provisions of this Article X by the stockholders of this Corporation shall not adversely affect any right or protection of a director of this Corporation existing at the time of, or increase the liability of any director of this Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.
ARTICLE XI
To the fullest extent permitted by applicable law, this Corporation is authorized to provide indemnification of (and advancement of expenses to) agents of this Corporation (and any other persons to which General Corporation Law permits this Corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law, subject only to limits created by applicable General Corporation Law (statutory or non-statutory), with respect to actions for breach of duty to this Corporation, its stockholders and others.
Any amendment, repeal or modification of the foregoing provisions of this Article XI shall not adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any director of this Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to such amendment, repeal or modification.
2
ARTICLE XII
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
3
THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware and in pursuance of the General Corporation Law of Delaware, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set her hand this 9th day of September, 2020.
/s/ Dane Jones | |
Dane Jones, Sole Incorporator |
Exhibit 10.1
THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: $300,000 | Dated as of October 15, 2020 |
890 5th Avenue Partners, Inc., a Delaware corporation (the “Maker”), promises to pay to the order of 200 Park Avenue Partners, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the principal sum of Three Hundred Thousand Dollars ($300,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The entire unpaid principal balance of this Note shall be payable on the earlier of: (i) September 30, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities (such earlier date, the “Maturity Date”). The principal balance may be prepaid at any time without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2. Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to Three Hundred Thousand Dollars ($300,000) in drawdowns under this Note to be used for costs and expenses related to Maker’s formation and the proposed initial public offering of its securities (the “IPO”). Principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed Three Hundred Thousand Dollars ($300,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
3. Interest. No interest shall accrue on the unpaid principal balance of this Note.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
5. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity Date.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
6. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.
14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature page follows]
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
890 5th Avenue Partners, Inc. | ||
By: | /s/ Adam Rothstein | |
Name: Adam Rothstein | ||
Title: Executive Chairman |
[Signature Page to Promissory Note]
Exhibit 10.5
890 5th Avenue Partners, Inc.
October 15, 2020
200 Park Avenue Partners, LLC
RE: Securities Subscription Agreement
Ladies and Gentlemen:
This agreement (this “Agreement”) is entered into on October 15, 2020 by and between 200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of common stock, $0.0001 par value per share, each of which is anticipated to be reclassified into shares of Class F common stock, $0.0001 par value per share (the foregoing, the “Shares”), prior to the initial public offering (“IPO”) of units (“Units”) of the Company, and up to 937,500 of which are subject to forfeiture by you if the underwriters of the IPO do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
1. Purchase of Securities.
1.1. Purchase of Shares. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.
2. Representations, Warranties and Agreements.
2.1. Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
2.1.1. No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.
2.1.2. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3. Organization and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware, and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.1.4. Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.
2.1.5. Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
2.1.6. Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and acknowledges the sale contemplated hereby is being made to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act in reliance on a private placement exemption or similar exemptions under state law.
2.1.7. Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.
2.1.8. Restrictions on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
2.1.9. No Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.
2.2. Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:
2.2.1. Organization and Corporate Power. The Company is a Delaware corporation and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.
2.2.2. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or By Laws of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.
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2.2.3. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
2.2.4. No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.
3. Forfeiture of Shares.
3.1. Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares (not including shares issuable upon exercise of any warrants or any shares or other securities purchased by the Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of our common stock immediately following the IPO.
3.2. Termination of Rights as Stockholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate to cancel such forfeited Shares.
3.3. Share Certificates. In the event an adjustment to the Original Certificate, if any, is required pursuant to this Section 3, then the Subscriber shall return such Original Certificate to the Company or its designated agent as soon as practicable upon its receipt of notice from the Company advising Subscriber of such adjustment, following which a new certificate (the “New Certificate”), if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber. The New Certificate, if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated securities held by the Subscriber shall be made in book-entry form.
4. Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which all or substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account upon the successful completion of an initial business combination.
5. Restrictions on Transfer.
5.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company among other parties, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
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5.2. Lock-up. Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter.
5.3. Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”
5.4. Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3.
5.5. Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO.
6. Other Agreements.
6.1. Further Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
6.2. Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and: (i) delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
6.3. Entire Agreement. This Agreement, together with the Insider Letter and the registration rights agreement, each substantially in the form to be filed as an exhibit to the Registration Statement on Form S-1 or amendment thereto associated with the Company’s IPO, embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
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6.4. Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.
6.5. Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
6.6. Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.
6.7. Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.
6.8. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of Delaware applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.
6.9. Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.
6.10. No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.
6.11. Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.
6.12. No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.
6.13. Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
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6.14. Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
6.15. Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.
6.16. Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
7. Voting and Tender of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s stockholders in connection with an initial business combination negotiated by the Company.
[Signature Page Follows]
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If the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.
Very truly yours, | ||
890 5th Avenue Partners, Inc. | ||
By: | /s/ Adam Rothstein | |
Name: Adam Rothstein | ||
Title: Executive Chairman |
Accepted and agreed as of the date first written above.
200 Park Avenue Partners, LLC | ||
By: | /s/ Adam Rothstein | |
Name: Adam Rothstein
|
||
Title: Manager |
[Signature Page to Securities Subscription Agreement]
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of 890 5th Avenue Partners, Inc. (the “Company”) on Form S-1 of our report dated November 3, 2020, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of 890 5th Avenue Partners, Inc. as of October 15, 2020 and for the period from September 9, 2020 (inception) through October 15, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
December 23, 2020