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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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86-2286053
(I.R.S. Employer
Identification Number) |
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Copies to:
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Alice Hsu
Cynthia Mabry Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, New York 10036 (212) 872-1000 |
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Derek J. Dostal
Deanna L. Kirkpatrick Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
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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
☒
Emerging growth company
☒
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Title of Each Class of Securities 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-third of one warrant(2) |
| | |
40,250,000 Units
|
| | | | $ | 10.00 | | | | | | $ | 402,500,000 | | | | | | $ | 43,912.75 | | |
Shares of Class A common stock included as part of the units(3)
|
| | |
40,250,000 Shares
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Warrants included as part of the units(3)
|
| | |
13,416,667 Warrants
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Total
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| | | | | | | | | | | | | | | $ | 402,500,000 | | | | | | $ | 43,912.75 | | |
| | |
Per Unit
|
| |
Total
|
| ||||||
Public offering price | | | | $ | 10.00 | | | | | $ | 350,000,000 | | |
Underwriting discounts and commissions(1) | | | | $ | 0.55 | | | | | $ | 19,250,000 | | |
Proceeds, before expenses, to Zimmer Energy Transition Acquisition Corp. | | | | $ | 9.45 | | | | | $ | 330,750,000 | | |
| Citigroup | | |
Barclays
|
|
| | | | | 1 | | | |
| | | | | 30 | | | |
| | | | | 62 | | | |
| | | | | 63 | | | |
| | | | | 67 | | | |
| | | | | 68 | | | |
| | | | | 70 | | | |
| | | | | 71 | | | |
| | | | | 77 | | | |
| | | | | 101 | | | |
| | | | | 111 | | | |
| | | | | 114 | | | |
| | | | | 117 | | | |
| | | | | 133 | | | |
| | | | | 143 | | | |
| | | | | 149 | | | |
| | | | | 149 | | | |
| | | | | 149 | | |
| | |
March 12, 2021
|
| |||||||||
| | |
Actual
|
| |
As Adjusted
|
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Working capital (deficiency)(1)
|
| | | $ | (329,423) | | | | | $ | 338,763,745 | | |
Total assets(2)
|
| | | $ | 368,168 | | | | | $ | 351,013,745 | | |
Total liabilities(3)
|
| | | $ | 354,423 | | | | | $ | 12,250,000 | | |
Value of Class A common stock subject to possible redemption(4)
|
| | | $ | — | | | | | $ | 333,763,740 | | |
Stockholders’ (deficit) equity(5)
|
| | | $ | 13,745 | | | | | $ | 5,000,005 | | |
| | |
Without
Over-Allotment Option |
| |
Over-Allotment
Option Fully Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 350,000,000 | | | | | $ | 402,500,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | | 9,500,000 | | | | | | 10,550,000 | | |
Total gross proceeds
|
| | | $ | 359,500,000 | | | | | $ | 413,050,000 | | |
Offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 7,000,000 | | | | | $ | 8,050,000 | | |
Legal fees and expenses
|
| | | | 450,000 | | | | | | 450,000 | | |
Accounting fees and expenses
|
| | | | 90,000 | | | | | | 90,000 | | |
SEC/FINRA Expenses
|
| | | | 104,788 | | | | | | 104,788 | | |
Travel and road show
|
| | | | 20,000 | | | | | | 20,000 | | |
Nasdaq listing and filing fees
|
| | | | 5,000 | | | | | | 5,000 | | |
Director and Officer liability insurance premiums
|
| | | | 600,000 | | | | | | 600,000 | | |
Printing and engraving expenses
|
| | | | 35,000 | | | | | | 35,000 | | |
Miscellaneous
|
| | | | 195,212 | | | | | | 195,212 | | |
Total offering expenses (excluding underwriting discounts and commissions)
|
| | | $ | 1,500,000 | | | | | $ | 1,500,000 | | |
Proceeds after offering expenses
|
| | | $ | 351,000,000 | | | | | $ | 403,500,000 | | |
Held in trust account(3)
|
| | | $ | 350,000,000 | | | | | $ | 402,500,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account
|
| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
| | |
Amount
|
| |
% of
Total |
| ||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(5)
|
| | | $ | 350,000 | | | | | | 35.0% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 150,000 | | | | | | 15.0% | | |
Payment for office space, utilities and secretarial and administrative support
($10,000 per month for up to 24 months) |
| | | | 240,000 | | | | | | 24.0% | | |
Nasdaq listing fees
|
| | | | 125,000 | | | | | | 12.5% | | |
Reserve for liquidation
|
| | | | 105,000 | | | | | | 10.5% | | |
Working capital to cover miscellaneous expenses
|
| | | | 30,000 | | | | | | 3.0% | | |
Total
|
| | | $ | 1,000,000 | | | | | | 100.0% | | |
| | |
No exercise of
Over-allotment |
| |
Exercise of
Over-allotment |
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Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book value before this offering
|
| | | | (0.03) | | | | | | (0.03) | | |
Increase attributable to public stockholders and sale of private
placement warrants |
| | | | 0.51 | | | | | | 0.45 | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| | | $ | 0.48 | | | | | $ | 0.42 | | |
Dilution to public stockholders
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| | | $ | 9.52 | | | | | $ | 9.58 | | |
Percentage of dilution to new investors
|
| | | | 95.20% | | | | | | 95.80% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
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Average Price
Per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Initial Stockholders(1)
|
| | | | 8,750,000 | | | | | | 20.00% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.003 | | |
Public Stockholders
|
| | | | 35,000,000 | | | | | | 80.00% | | | | | | 350,000,000 | | | | | | 99.99% | | | | | $ | 10.000 | | |
| | | | | 43,750,000 | | | | | | 100.00% | | | | | $ | 350,025,000 | | | | | | 100.00% | | | | | | | | |
| | |
Without
Over-allotment |
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With
Over-allotment |
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Numerator: | | | | | | | | | | | | | |
Net tangible book value (deficit) before this offering
|
| | | $ | (329,423) | | | | | $ | (329,423) | | |
Proceeds from this offering and sale of the private placement warrants,
net of expenses |
| | | | 351,000,000 | | | | | | 403,500,000 | | |
Plus: Offering costs accrued for and paid in advance, excluded from tangible book value before this offering
|
| | | | 343,168 | | | | | | 343,168 | | |
Less: deferred underwriters’ commissions payable
|
| | | | (12,250,000) | | | | | | (14,087,500) | | |
Less: amount of Class A common stock subject to redemption to maintain net tangible assets of at least $5,000,001
|
| | | | (333,763,740) | | | | | | (384,426,240) | | |
| | | | $ | 5,000,005 | | | | | $ | 5,000,005 | | |
Denominator: | | | | | | | | | | | | | |
Shares of Class B common stock outstanding prior to this offering
|
| | | | 10,062,500 | | | | | | 10,062,500 | | |
Shares forfeited if option to purchase additional units is not
exercised |
| | | | (1,312,500) | | | | | | — | | |
Shares of Class A common stock included in the units offered
|
| | | | 35,000,000 | | | | | | 40,250,000 | | |
Less: shares subject to redemption to maintain net tangible assets of
$5,000,001 |
| | | | (33,376,374) | | | | | | (38,442,624) | | |
| | | | | 10,373,626 | | | | | | 11,869,876 | | |
| | |
March 12, 2021
|
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| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Deferred underwriting commissions
|
| | | $ | — | | | | | $ | 12,250,000 | | |
Class A common stock, subject to redemption(2)
|
| | | | — | | | | | | 333,763,740 | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized (actual and as adjusted); none issued or outstanding (actual and as adjusted)
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value, 200,000,000 shares authorized
(actual and as adjusted); no shares issued and outstanding (actual); 1,623,626 shares issued and outstanding (excluding 33,376,374 shares subject to redemption) (as adjusted) |
| | | | — | | | | | | 162 | | |
Class B common stock, $0.0001 par value, 20,000,000 shares authorized (actual
and as adjusted); 10,062,500 shares issued and outstanding (actual); 8,750,000 shares issued and outstanding (as adjusted)(3) |
| | | | 1,006 | | | | | | 875 | | |
Additional paid-in capital
|
| | | | 23,994 | | | | | | 5,010,223 | | |
Accumulated deficit
|
| | | | (11,255) | | | | | | (11,255) | | |
Total stockholders’ equity
|
| | | $ | 13,745 | | | | | $ | 5,000,005 | | |
Total capitalization
|
| | | $ | 13,745 | | | | | $ | 351,013,745 | | |
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 |
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Other Permitted
Purchases of Public Shares by our Affiliates |
| |
Redemptions if we fail to
Complete an Initial Business Combination |
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. | | | If we are unable to complete our business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public 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 | |
| | |
Redemptions in Connection
with our Initial Business Combination |
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Other Permitted
Purchases of Public Shares by our Affiliates |
| |
Redemptions if we fail to
Complete an Initial Business Combination |
|
| | | business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public 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. | | | | | | $105,000 of interest to pay dissolution expenses and net of taxes payable) 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 deferred underwriting discounts and commissions and interest withdrawn in order to pay our franchise and income taxes payable (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made there would be no impact to our remaining stockholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions. | |
| | |
Terms of Our Offering
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Terms Under a Rule 419 Offering
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|
Escrow of offering proceeds
|
| | $350,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account at JPMorgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $297,675,000 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
|
| | $350,000,000 of the net offering proceeds and the sale of the private placement warrants 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 which invest only in direct U.S. government treasury obligations. | | | 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 (i) any income or franchise taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $105,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target business
|
| | Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. | | | | |
Trading of securities issued
|
| |
The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Citigroup Global Markets Inc. informs us of its 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 is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, an additional Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. |
| | | |
| | | Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | No trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
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 earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the tender offer rules. 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. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed | | | 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 it elects to remain a stockholder of the company or require the return of 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
|
|
| | | transaction. 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. | | | | |
Business combination deadline
|
| | If we are unable to complete an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $105,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) 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. | | | 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
|
|
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 tax obligations, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A common stock or pre-initial business combination activity and (iii) the redemption of 100% of our public shares if we are unable to complete a business combination within the required time frame (subject to the requirements of 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. | |
Name
|
| |
Age
|
| |
Position
|
| |||
Stuart J. Zimmer
|
| | | | 52 | | | | Chief Executive Officer and Chairman of the Board | |
Jonathan Cohen
|
| | | | 45 | | | | Chief Financial Officer and Director | |
William F. Sloan
|
| | | | 38 | | | | President | |
Kimberly M. Blank
|
| | | | 51 | | | | Director Nominee | |
Paul J. Evanson
|
| | | | 79 | | | | Director Nominee | |
Benjamin M. Fink
|
| | | | 50 | | | | Director Nominee | |
C. John Wilder
|
| | | | 62 | | | | Independent Non-Voting Board Observer | |