As filed with the U.S. Securities and Exchange
Commission on December 8, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCHER AVIATION INC.
(Exact name of registrant as specified in its
charter)
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Delaware
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85-2730902
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1880 Embarcadero Road
Palo Alto, CA 94303
(650) 272-3233
(Address of principal executive offices, including zip code)
Amended and Restated 2019 Stock Plan
2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
(Full titles of the plans)
Brett Adcock
Adam Goldstein
Co-Chief Executive Officers and Co-Chairmen
Archer Aviation Inc.
1880 Embarcadero Road
Palo Alto, CA 94303
(650) 272-3233
(Name, address and telephone number, including
area code, of agent for service)
Copies to:
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Patrick V. Grilli
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Andy Missan
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Ran D. Ben-Tzur
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Eric Lentell
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Fenwick & West LLP
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Archer Aviation Inc.
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801 California Street
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1880 Embarcadero Road
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Mountain View, CA 94041
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Palo Alto, CA 94303
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(650) 988-8500
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(650) 272-3233
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Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer
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¨
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Non-accelerated filer x
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Smaller reporting company
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x
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Emerging growth company
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x
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title
of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount
of
Registration
Fee
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|
|
Class A
Common Stock, par value $0.0001 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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—To
be issued under the 2021 Equity Incentive Plan
|
|
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7,453,588
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(2)(3)
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$
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6.22
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(10)
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$
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46,361,318
|
|
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$
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4,298
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|
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—To
be issued under the 2021 Employee Stock Purchase Plan
|
|
|
4,969,059
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(4)(5)
|
|
$
|
5.29
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(11)
|
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$
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26,286,323
|
|
|
$
|
2,437
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—Outstanding
under the Amended and Restated 2019 Stock Plan (Options)
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|
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4,217,784
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(6)
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$
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—
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(12)
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$
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—
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|
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$
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—
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—Outstanding
under the Amended and Restated 2019 Stock Plan (RSUs)
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|
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40,018,448
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(7)
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$
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—
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(12)
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$
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—
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|
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$
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—
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|
Class B
Common Stock, par value $0.0001 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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—Outstanding
under the Amended and Restated 2019 Stock Plan (Options)
|
|
|
4,217,784
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(8)
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$
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0.11
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(13)
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$
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463,957
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|
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$
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44
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—Outstanding
under the Amended and Restated 2019 Stock Plan (RSUs)
|
|
|
40,018,448
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(9)
|
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$
|
6.22
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(10)
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$
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248,914,747
|
|
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$
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23,075
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|
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Total
|
|
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$
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322,026,345
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$
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29,854
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(1)
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Pursuant to Rule 416(a) promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also
cover any additional shares of Class A common stock (the “Class A Common Stock”) or Class B common
stock (the “Class B Common Stock”) that become issuable under the plans set forth herein by reason of any
stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding
shares of Archer Aviation Inc.’s (the “Registrant”) Class A Common Stock, as applicable.
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(2)
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Represents shares of Class A Common Stock reserved for future issuance pursuant to awards under the
Archer Aviation Inc. 2021 Equity Incentive Plan (the “2021 Plan”).
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(3)
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The number of shares of Class A
Common Stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, starting on January 1,
2022 and ending on (and including) January 1, 2031, in an amount equal to the lesser of (a) 2.0% of the total number of shares
of Class A Common Stock outstanding on December 31 of the preceding year (the “Evergreen
Measurement Date”), or (b) a lesser number of shares of Class A Common Stock determined by the Registrant’s
board of directors prior to the date of the increase. The maximum number of shares of Class A Common Stock that may be issued pursuant
to the exercise of ISOs under the 2021 Plan is 22,360,764 shares of Class A Common Stock.
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(4)
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Represents shares of Class A Common Stock reserved for future issuance under the Archer Aviation
Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”).
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(5)
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The number of shares of Class A Common Stock reserved for issuance under the 2021 ESPP will automatically
increase on January 1 of each year, beginning on January 1, 2022 and ending on (and including) January 1, 2031, in an amount
equal to the lesser of (a) 1.0% of the total number of shares of Class A Common Stock outstanding on December 31 of the
preceding calendar year, (b) 9,938,118 shares of the Registrant’s Class A Common Stock, or (c) such lesser number
of shares of Class A Common Stock as determined by the Registrant’s board of directors (in the aggregate, the “Additional
ESPP Shares”). Shares subject to purchase rights granted under the 2021 ESPP that terminate without having been exercised
in full will not reduce the number of shares available for issuance under the 2021 ESPP. The maximum number of shares of Class A
Common Stock that may be issued under the ESPP will not exceed 4,969,059 shares plus the Additional ESPP Shares.
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(6)
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Represents shares of Class A Common Stock reserved for issuance upon the conversion of Class B
Common Stock issuable upon exercise of options outstanding under the Archer Aviation Inc. Amended and Restated 2019 Stock Plan (the “2019
Plan”) as of the date of this Registration Statement.
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(7)
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Represents shares of Class A Common Stock reserved for issuance upon the conversion of Class B
Common Stock issuable upon settlement of restricted stock units outstanding under the 2019 Plan as of the date of this Registration Statement.
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(8)
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Represents shares of Class B Common Stock issuable upon exercise of options outstanding under the
2019 Plan as of the date of this Registration Statement.
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(9)
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Represents shares of Class B Common Stock issuable upon settlement of restricted stock units outstanding
under the 2019 Plan as of the date of this Registration Statement.
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(10)
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Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act, solely for the
purposes of calculating the registration fee and based on the average of the high and low prices of the Registrant’s Class A
Common Stock as reported on the New York Stock Exchange on December 1, 2021, which date is within five business days prior to the
filing of this Registration Statement.
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(11)
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Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act, solely for the
purposes of calculating the registration fee and based on the average of the high and low prices of the Registrant’s Class A
Common Stock as reported on the New York Stock Exchange on December 1, 2021, which date is within five business days prior to the
filing of this Registration Statement, multiplied by 85%, which is the percentage of the price per share applicable to purchases under
the 2021 ESPP.
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(12)
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Pursuant to Rule 457(i) under the Securities Act, there is no fee associated with the registration
of shares of Class A Common Stock issuable upon conversion of the shares of any Class B Common Stock (a convertible security)
being registered under this Registration Statement because no additional consideration will be received in connection with the conversion
of Class B Common Stock.
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(13)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration
fee. The offering price per share and the aggregate offering price are based upon $0.11 per share, which is the weighted-average exercise
price for options outstanding under the 2019 Plan.
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Part I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in this Item 1 has been or will be sent or given to participants as specified by Rule 428
under the Securities Act and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and
Exchange Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part
of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933,
as amended.
Part II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference.
The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of
1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement (other
than information in such filings that was “furnished” under applicable Commission rules rather than “filed”):
(a) The Registrant’s Quarterly Report on Form 10-Q (File No. 001-39668) for the quarter ended September 30, 2021 filed with the Commission on November 12, 2021.
(b) The
Registrant’s prospectus dated October 26, 2021, filed with the Commission pursuant to Rule 424(b) under the Securities Act on October 26, 2021, relating to the Registration Statement on Form S-1, as amended (File No. 333-260121), which contains
audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed (excluding the audited
financial statements of Atlas Crest Investment Corp. included therein, which are comprised of the balance sheet of Atlas Crest Investment
Corp. as of December 31, 2020, the related statements of operations, changes in shareholders’ equity and cash flows for the
period from August 26, 2020 through December 31, 2020, the related notes to such financial statements and the accompanying report
of independent registered public accounting firm issued with respect thereto).
(c) The
Registrant’s Current Reports on Form 8-K (File No. 001-39668) filed with the SEC on February 10, 2021, April 7, 2021, May 11, 2021, June 1, 2021, June 24, 2021, July 1, 2021, July 26, 2021, July 29, 2021, August 5, 2021, August 10, 2021, August 20, 2021, August 25, 2021, September 8, 2021, September 15, 2021, and September 22, 2021.
(d) The description of the Registrant’s common stock which is contained in the Registration Statement on Form 8-A filed on October 27, 2020 (File No. 001-39668) under Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All other reports and documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than information in such filings that
was “furnished” under applicable Commission rules rather than “filed”) on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMES EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation
Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees
and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is
made a party by reason of such person being or having been a director, officer, employee or agent of the Registrant. The DGCL provides
that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement,
vote of stockholders or disinterested directors or otherwise. The Registrant’s amended and restated certificate of incorporation
and bylaws provide for indemnification by the Registrant of its directors and officers to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits
a corporation to provide in its amended and restated certificate of incorporation that a director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for
any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock
repurchases redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit.
The Registrant’s amended and restated certificate of incorporation provides for such limitation of liability to the fullest extent
permitted by the DGCL.
The Registrant has entered into indemnification
agreements with each of its directors and executive officers to provide contractual indemnification in addition to the indemnification
provided in the Registrant’s amended and restated certificate of incorporation. Each indemnification agreement provides for indemnification
and advancements by the Registrant of certain expenses and costs relating to claims, suits or proceedings arising from his or her service
to the Registrant or, at the Registrant’s request, service to other entities, as officers or directors to the maximum extent permitted
by applicable law.
The Registrant also maintains standard policies
of liability insurance for its directors and officers. See also the undertakings set out in response to Item 9 of this Registration Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number
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Incorporated by Reference
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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4.1*
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Amended and Restated Certificate of Incorporation of Archer Aviation Inc.
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8-K
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001-39668
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3.1
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September 22, 2021
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4.2*
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Amended and Restated Bylaws of Archer Aviation Inc.
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8-K
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001-39668
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3.2
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September 22, 2021
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4.3*
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Specimen Class A Common Stock certificate
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S-1/A
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333-249289
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4.2
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October 21, 2020
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4.4*
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Archer Aviation Inc. Amended and Restated 2019 Stock Plan
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8-K
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001-39668
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10.5
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September 22, 2021
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4.5*
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Form of Stock Option Grant Package under Archer Amended and Restated 2019 Stock Plan
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8-K
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001-39668
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10.6
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September 22, 2021
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4.6*
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Form of RSU Grant Package under Archer Amended and Restated 2019 Stock Plan
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8-K
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001-39668
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10.7
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September 22, 2021
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4.7*
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Archer Aviation Inc. 2021 Equity Incentive Plan
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8-K
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001-39668
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10.8
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September 22, 2021
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4.8*
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Form of Stock Option Grant Package under Archer 2021 Equity Incentive Plan
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8-K
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001-39668
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10.9
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September 22, 2021
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4.9*
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Form of RSU Grant Package under Archer 2021 Equity Incentive Plan
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8-K
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001-39668
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10.10
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September 22, 2021
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4.10*
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Archer Aviation Inc. 2021 Employee Stock Purchase Plan
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8-K
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001-39668
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10.11
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September 22, 2021
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5.1
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Opinion of Fenwick & West LLP
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23.1
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Consent of PricewaterhouseCoopers LLP
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23.2
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Consent of Fenwick & West LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page)
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* Previously filed.
ITEM 9. UNDERTAKINGS
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1.
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The undersigned Registrant hereby undertakes:
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(a)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such information in the Registration Statement;
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Provided,
however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
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(b)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
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2.
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating
to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
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3.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California, on this 8th day of December, 2021.
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ARCHER AVIATION INC.
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By:
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/s/ Brett Adcock
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Brett Adcock
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Co-Chief Executive Officer and Co-Chairman
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By:
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/s/ Adam Goldstein
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Adam Goldstein
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Co-Chief Executive Officer and Co-Chairman
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Brett Adcock, Adam Goldstein and Ben Lu, and each one of them, as his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Brett Adcock
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Co-Chief Executive Officer and Co-Chairman
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December 8, 2021
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Brett Adcock
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(Co-Principal Executive Officer)
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/s/ Adam Goldstein
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Co-Chief Executive Officer and Co-Chairman
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December 8, 2021
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Adam Goldstein
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(Co-Principal Executive Officer)
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/s/ Ben Lu
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Chief Financial Officer
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December 8, 2021
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Ben Lu
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(Principal Financial and Accounting Officer)
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/s/ Deborah Diaz
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Director
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December 8, 2021
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Deborah Diaz
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/s/ Fred Diaz
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Director
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December 8, 2021
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Fred Diaz
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/s/ Oscar Munoz
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Director
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December 8, 2021
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Oscar Munoz
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/s/ Maria Pinelli
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Director
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December 8, 2021
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Maria Pinelli
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/s/ Michael Spellacy
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Director
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December 8, 2021
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Michael Spellacy
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EXHIBIT 5.1
December 8, 2021
Archer Aviation Inc.
1880 Embarcadero Road
Palo Alto, California 94303
Ladies and Gentlemen:
At your request, we have examined
the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Archer Aviation Inc.,
a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”)
on or about December 8, 2021 in connection with the registration under the Securities Act of 1933, as amended (the “Securities
Act”), of: (i) an aggregate of 12,422,647 shares of the Company’s Class A common stock, $0.0001 par value
per share (“Class A Common Stock”), subject to issuance by the Company (a) upon the exercise or settlement
of awards to be granted under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (b) pursuant
to purchase rights to acquire shares of Class A Common Stock to be granted under the Company’s 2021 Employee Stock Purchase
Plan (the “Purchase Plan”); and (ii) an aggregate of 44,236,232 shares of Class A Common Stock, pursuant
to the conversion of shares of the Company’s Class B common stock, $0.0001 par value per share (“Class B Common
Stock”), that are subject to issuance by the Company upon the exercise or settlement of awards outstanding under the Company’s
Amended and Restated 2019 Stock Plan, as amended (the “2019 Plan”).
The
12,422,647 shares of Class A Common Stock
described in clause (i) of the preceding paragraph and the 44,236,232 shares of Class B
Common Stock described in clause (ii) of the preceding paragraph are collectively referred
to herein as the “Shares,” and the 2021 Plan, the Purchase Plan and the 2019 Plan are collectively referred
to in this letter as the “Plans.” At your request, we are providing this letter to express our opinion
on the matters set forth below in this letter (“our opinion”).
In
connection with our opinion, we have examined such matters of fact as we have deemed necessary, which included examination of originals
or copies of: (a) the Company’s current Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (collectively,
the “Charter Documents”), the Plans, the
Registration Statement and the exhibits thereto, (b) certain corporate proceedings of the Company’s Board of Directors (the
“Board”) and the Company’s stockholders relating to adoption or approval of the Charter Documents, the
Plans, the reservation of the Shares for sale and issuance, the filing of the Registration Statement and the registration of the
Shares under the Securities Act and documents regarding the Company’s outstanding and reserved capital stock and other securities,
and (c) such other documents as we have deemed advisable, and
we have examined such questions of law as we have considered necessary.
In our examination of documents
for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted
to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all
documents submitted to us as copies, the legal capacity of all parties executing any documents (other than the Company), the lack of any
undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change
or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto
other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed
by the Company and by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a Certificate
of Good Standing dated December 8, 2021 issued by the Delaware Secretary of State with respect to the Company and representations
and certifications made to us by the Company, including, without limitation, representations in an Opinion Certificate addressed to us
of even date herewith that the Company has available a sufficient number of authorized shares of Class A Common Stock and Class B
Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to
enable the Company to issue and deliver all of the Shares as of the date of this letter.
We render this opinion only
with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the
existing Delaware General Corporation Law now in effect. We express no opinion with respect to the securities or “blue sky”
laws of any state.
Based upon, and subject to,
the foregoing, it is our opinion that when (i) the 12,422,647 shares of Class A Common Stock that may be issued and sold by
the Company (a) upon the exercise or settlement of awards to be granted under the 2021 Plan and (b) pursuant to purchase rights
to be granted under the Purchase Plan; and (ii) the 44,236,232 shares of Class B Common Stock that are subject to issuance by
the Company upon the exercise or settlement of awards outstanding under the 2019 Plan have been issued and sold by the Company against
the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share) in accordance
with the terms (including, without limitation, payment and authorization provisions) of the applicable Plan, and have been duly registered
on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly
issued, fully paid and non-assessable.
We consent to the use of this
opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement,
the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This
opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not
to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth
above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date
of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion
letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be
brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.
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Very truly yours,
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/s/ Fenwick & West LLP
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FENWICK & WEST LLP
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