Delaware
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| |
6770
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85-2200249
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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| |
(I.R.S. Employer
Identification Number)
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Alexander D. Lynch, Esq.
Barbra J. Broudy, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
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Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Richard Baumann, Esq.
Asher S. Levitsky, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(212) 370-1300
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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
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Amount Being Registered
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| |
Proposed Maximum Offering
Price per Security(1)
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| |
Proposed Maximum Aggregate
Offering Price(1)
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Amount of Registration
Fee
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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
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| |
$287,500,000
|
| |
$37,318
|
Shares of Class A common stock included as part of the units(3)
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| |
28,750,000 Shares
|
| |
—
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| |
—
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| |
—(4)
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Redeemable warrants included as part of the units(3)
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| |
14,375,000 Warrants
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| |
—
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| |
—
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| |
—(4)
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Total
|
| |
|
| |
|
| |
287,500,000
|
| |
$37,318
|
(1)
|
Estimated solely for the purpose of calculating the registration fee.
|
(2)
|
Includes 3,750,000 units, consisting of 3,750,000 shares of Class A common stock and 1,875,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
|
(3)
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Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(4)
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No fee pursuant to Rule 457(g).
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Price to Public
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Underwriting discounts
and commissions(1)
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Proceeds, before
expenses, to us
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Per Share
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| |
$10.00
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| |
$0.20
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| |
$9.80
|
Total
|
| |
$250,000,000
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| |
$5,000,000
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| |
$245,000,000
|
(1)
|
will receive a fee of $ from the total underwriting discount in consideration for its services and expenses incurred as a “qualified independent underwriter.” See also “Underwriting (Conflicts of Interest)” for a description of compensation and other items of value payable to the underwriters.
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Page
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“amended and restated certificate of incorporation” are to our certificate of incorporation to be in effect upon completion of this offering;
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■
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“ASA Co-Investment” are to ASA Co-Investment LLC, an affiliate of Cowen and Company, LLC, the representative of the underwriters (“Representative”);
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■
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“common stock” are to our Class A common stock and our Class B common stock, collectively;
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“directors” are to our current directors and our director nominees named in this prospectus;
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“equity-linked securities” are to any securities of our company which are convertible into, exchangeable for, or exercisable for common stock of our company;
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“founder shares” are to shares of our Class B common stock initially purchased by our sponsor and ASA Co-Investment in a private placement prior to this offering and, unless the context otherwise requires, our Class A common stock issued upon conversion thereof as provided herein;
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■
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“founders” are to our sponsor and ASA Co-Investment;
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“initial stockholders” are to holders of our founder shares prior to this offering;
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“management” or our “management team” are to our officers and directors, and “directors” are to our current directors and director nominees;
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“MC” or “MC Credit Partners” are to MC Credit Partners LP, a Delaware limited partnership;
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■
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“operating partners” are to individuals with whom MC has extensive prior experience, but are not affiliated with or partners of MC, and that will assist us in sourcing and evaluation potential acquisition targets;
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“private placement warrants” are to the warrants issued to our sponsor and ASA Co-Investment in a private placement simultaneously with the closing of this offering;
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“public shares” are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);
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■
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“public stockholders” are to the holders of our public shares, including our founders, officers and directors to the extent our founders, officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares; and
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■
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“sponsor” are to Atlantic Street Partners LLC, a Delaware limited liability company.
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■
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defining corporate strategy, growing companies both organically and through strategic transactions, expanding portfolios and broadening geographic footprints;
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strategically investing in companies to help accelerate growth and maturation;
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fostering relationships with private and public companies, capital providers and advisors;
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negotiating transactions favorable to investors; and
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accessing the capital markets, including financing businesses and helping companies transition to public ownership.
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Strong Management Team and Sponsorship. We will leverage the extensive experience of our management team and MC’s investment team who have been involved in acquisitions, financings and advisory transactions totaling hundreds of billions in transaction value and have significant experience investing across a variety of economic cycles and a track record of identifying high quality assets with opportunity for optimization. The MC investment team’s ability to self-originate, effectively diligence as well as creatively and thoughtfully structure transactions, has generated what we believe are attractive risk adjusted returns for investors. We believe we will benefit from our long-tenured management team and MC investment team’s successful track record in investment banking, corporate finance, and investment management.
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Proprietary Sourcing Channels and Leading Industry Relationships. We believe the capabilities and relationships associated with our management team will provide us with a differentiated pipeline of attractive business combination opportunities that would be difficult for other market participants to replicate. We will benefit from MC’s proprietary transaction flow as well as the unique insight MC has as a lender to sponsor-backed portfolio companies.
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Underwriting, Execution and Structuring Capabilities. We will apply to our acquisition targets the same rigorous analytical review and diligence process that MC applies in its core business. The sensitivity of financial and operational drivers to external factors is a key component of evaluating investment opportunities and pricing risk. Our investment discipline will allow us to identify opportunities where MC’s investment team and/or our operating partners can create stockholder value, which may include operational or capital structure improvements as well as the introduction of new technologies and/or products to drive growth.
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Driving Post-Acquisition Stockholder Value. We plan to work with the management team of our initial business combination to grow stockholder value both organically and inorganically. MC’s senior investment team provides strategic, capital markets and operational advice to MC’s portfolio companies, working alongside management to drive new product development, geographic expansion, cost rationalization and technology transformation. Members of MC’s senior investment team often sit on the board of companies to which it lends and work side by side with company executives to provide strategic advice on acquisitions, divestitures and capital
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are poised for growth in an industry undergoing secular change through a meaningful technological transformation. We plan to target businesses that are enhancing their traditional models with technology.
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have significant embedded and/or underexploited expansion opportunities through add-on acquisitions. Our management team and MC’s investment team have significant experience in identifying and executing such opportunities and helping management teams assess the strategic and financial fit. Similarly, our management team and MC’s investment professionals have the expertise to assess the likely synergies and processes necessary to help a target integrate acquisition.
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are fundamentally sound but underperforming their potential in industries that are otherwise exhibiting stable or improving fundamentals. We plan to conduct thorough diligence and rigorously analyze our potential acquisition candidates to understand the risks and opportunities that the business presents and we will pursue opportunities that we believe provide attractive risk-adjusted returns.
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have a defensible market position with demonstrated advantages that create barriers to entry against new potential market entrants.
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have a diversified customer base better positioned to endure economic downturns, changes in the industry landscape and evolving customer, supplier and competitor preferences.
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are understood by our management team, MC’s investment professionals and our operating partners, particularly those where we believe we can increase value through our strategic or operational expertise.
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have underappreciated value and/or sub-optimal capital structure that will be availed by our management’s history of providing capital structure solutions, through either capital infusions, creative and/or unique structures or recapitalizations in order to optimize a company’s balance sheet and increase equity value.
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are at an inflection point, such as those requiring additional management expertise or access to capital markets where we believe we or our operating partners can be catalysts to turn that inflection point into transformative growth.
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will offer attractive risk-adjusted equity returns for our stockholders. We will seek to acquire a target on terms and in a manner consistent with our disciplined investing approach.
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•
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one share of Class A common stock; and
|
•
|
one-half of one warrant.
|
1.
|
Assumes no exercise of the underwriters’ over-allotment option and the forfeiture by our founders of 937,500 founder shares.
|
2.
|
Consists solely of founder shares and includes up to 937,500 founder shares that are subject to forfeiture by our founders depending on the extent to which the underwriters’ over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 937,500 founder shares.
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3.
|
Includes 25,000,000 public shares and 6,250,000 founder shares.
|
4.
|
Founder shares are classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.”
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•
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30 days after the completion of our initial business combination, and
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•
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12 months from the closing of this offering;
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•
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in whole and not in part;
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•
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at a price of $0.01 per warrant;
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•
|
upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and
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•
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if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
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•
|
in whole and not in part;
|
•
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants” based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described in “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants”;
|
•
|
if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders;
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•
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if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants, as described above; and
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•
|
if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current
|
•
|
only holders of the founder shares have the right to vote on the election of directors prior to our initial business combination;
|
•
|
the founder shares are subject to certain transfer restrictions, as described in more detail below;
|
•
|
each of our founders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with (x) the completion of our initial business combination and (y) a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or 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 stockholders’ rights or pre-initial business combination activity; and (ii) to
|
•
|
the founder shares are automatically convertible into our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and
|
•
|
the founder shares are entitled to registration rights.
|
•
|
the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately
|
•
|
any loans or additional investments from our founders, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination.
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•
|
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
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•
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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
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•
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
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•
|
file proxy materials with the SEC.
|
•
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Repayment of up to an aggregate of $300,000 in loans made to us by our founders to cover offering-related and organizational expenses;
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•
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Payment to an affiliate of our sponsor of a total of $10,000 per month, for up to 24 months, for office space, administrative and support services;
|
•
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Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;
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•
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Payment to Cowen and Company, LLC of (i) its Marketing Fee, (ii) fees for any financial advisory, placement agency or other similar investment banking services that Cowen and Company, LLC may provide to our company in the future, and (iii) reimbursements for any out-of-pocket expenses incurred by Cowen and Company, LLC in connection with the performance of such services; and
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•
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Repayment of loans which may be made by our sponsor, an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender.
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August 5, 2020
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|
| |
Actual
|
Balance Sheet Data:
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| |
|
Working capital
|
| |
$(165,714)
|
Total assets
|
| |
$215,159
|
Total liabilities
|
| |
$190,714
|
Value of common stock that may be redeemed in connection with our initial business combination ($10.00 per share)
|
| |
$—
|
Stockholders’ equity (deficit)
|
| |
$24,445
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■
|
a limited availability of market quotations for our securities;
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■
|
reduced liquidity for our securities;
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■
|
a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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■
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a limited amount of news and analyst coverage; and
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■
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a decreased ability to issue additional securities or obtain additional financing in the future.
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■
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restrictions on the nature of our investments; and
|
■
|
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
|
■
|
registration as an investment company with the SEC;
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■
|
adoption of a specific form of corporate structure; and
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■
|
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not currently subject to.
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■
|
may significantly dilute the equity interest of investors in this offering;
|
■
|
may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;
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■
|
could cause a change in control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
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■
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may adversely affect prevailing market prices for our units, Class A common stock and/or warrants; and
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■
|
may not result in adjustment to the exercise price of our warrants.
|
■
|
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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■
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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■
|
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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■
|
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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■
|
our inability to pay dividends on our common stock;
|
■
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
|
■
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
■
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
|
■
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and
|
■
|
other purposes and other disadvantages compared to our competitors who have less debt.
|
■
|
solely dependent upon the performance of a single business, property or asset; or
|
■
|
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
|
■
|
the history and prospects of companies whose principal business is the acquisition of other companies;
|
■
|
prior offerings of those companies;
|
■
|
our prospects for acquiring an operating business at attractive values;
|
■
|
a review of debt to equity ratios in leveraged transactions;
|
■
|
our capital structure;
|
■
|
an assessment of our management and their experience in identifying operating companies;
|
■
|
general conditions of the securities markets at the time of this offering; and
|
■
|
other factors as were deemed relevant.
|
■
|
costs and difficulties inherent in managing cross-border business operations and complying with difficult commercial and legal requirements of the overseas market;
|
■
|
rules and regulations regarding currency redemption;
|
■
|
complex corporate withholding taxes on individuals;
|
■
|
laws governing the manner in which future business combinations may be effected;
|
■
|
tariffs and trade barriers;
|
■
|
regulations related to customs and import/export matters;
|
■
|
longer payment cycles;
|
■
|
tax issues, such as tax law changes and variations in tax laws as compared to the United States;
|
■
|
changes in local regulations as part of a response to the COVID-19 coronavirus outbreak;
|
■
|
currency fluctuations and exchange controls;
|
■
|
rates of inflation;
|
■
|
challenges in collecting accounts receivable;
|
■
|
cultural and language differences;
|
■
|
employment regulations;
|
■
|
crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;
|
■
|
deterioration of political relations with the United States; and
|
■
|
government appropriation of assets.
|
■
|
our ability to select an appropriate target business or businesses;
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■
|
our ability to complete our initial business combination;
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■
|
our expectations around the performance of a prospective target business or businesses;
|
■
|
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
|
■
|
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
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■
|
our potential ability to obtain additional financing to complete our initial business combination;
|
■
|
our pool of prospective target businesses;
|
■
|
our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and our ability to conduct necessary due diligence in view of the COVID-19 pandemic and steps taken by governments to respond to the pandemic;
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■
|
the ability of our officers and directors to generate a number of potential business combination opportunities;
|
■
|
our public securities’ potential liquidity and trading;
|
■
|
the lack of a market for our securities;
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■
|
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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■
|
the trust account not being subject to claims of third parties; or
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■
|
our financial performance following this offering.
|
|
| |
Without Over-
Allotment
Option
|
| |
Over-
Allotment
Option Fully
Exercised
|
Gross proceeds
|
| |
|
| |
|
Gross proceeds from units offered to public(1)
|
| |
$250,000,000
|
| |
$287,500,000
|
Gross proceeds from private placement warrants offered in the private placement
|
| |
7,000,000
|
| |
7,750,000
|
Total gross proceeds
|
| |
$257,000,000
|
| |
$295,250,000
|
Estimated offering expenses(2)
|
| |
|
| |
|
Underwriting commissions(3)(4)
|
| |
$5,000,000
|
| |
$5,750,000
|
Legal fees and expenses
|
| |
375,000
|
| |
375,000
|
Accounting fees and expenses
|
| |
40,450
|
| |
40,450
|
Printing and engraving expenses
|
| |
35,000
|
| |
35,000
|
SEC expenses
|
| |
37,318
|
| |
37,318
|
FINRA expenses
|
| |
43,625
|
| |
43,625
|
Directors and officers insurance
|
| |
275,000
|
| |
275,000
|
NYSE listing and filing fees
|
| |
85,000
|
| |
85,000
|
Miscellaneous expenses (other than underwriting commissions)
|
| |
8,607
|
| |
8,607
|
Total estimated offering expenses (other than underwriting commissions)
|
| |
$900,000
|
| |
$900,000
|
Proceeds after estimated offering expenses
|
| |
$251,100,000
|
| |
$288,600,000
|
Held in trust account(3)
|
| |
$250,000,000
|
| |
$287,500,000
|
% of public offering size
|
| |
100%
|
| |
100%
|
Not held in trust account(2)
|
| |
$1,100,000
|
| |
$1,100,000
|
|
| |
Amount
|
| |
% of Total
|
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(5)(6)
|
| |
$450,000
|
| |
40.9%
|
Legal and accounting fees related to regulatory reporting obligations
|
| |
170,000
|
| |
15.5%
|
Payment for office space and administrative expenses ($10,000 per month for up to 24 months)
|
| |
240,000
|
| |
21.8%
|
Working capital to cover miscellaneous expenses
|
| |
240,000
|
| |
21.8%
|
Total
|
| |
$1,100,000
|
| |
100.0%
|
(1)
|
Includes amounts payable to public stockholders who properly redeem their shares in connection with our successful completion of our initial business combination.
|
(2)
|
A portion of the offering expenses will be paid from the proceeds of loans from our founders of up to $300,000 as described in this prospectus. These loans will be repaid upon completion of this offering out of the $900,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account. These expenses are
|
(3)
|
On the completion of our initial business combination, all amounts held in the trust account will be disbursed directly by the trustee or released to us to pay amounts due to any public stockholders who properly exercise their redemption rights to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination, including the Marketing Fee of $8,750,000 (or $10,062,500 if the underwriters’ over-allotment option is exercised in full).
|
(4)
|
Includes a $ fee payable to in consideration for its services and expenses incurred as a “qualified independent underwriter.”
|
(5)
|
These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of such business combination. In the event we identify an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. Based on current interest rates, we would expect the trust account to generate approximately $200,000 of interest annually; however, we can provide no assurances regarding this amount. This estimate assumes an interest rate of 0.08% per annum based upon current yields of securities in which the trust account may be invested. In addition, in order to fund working capital deficiencies or to finance transaction costs in connection with an intended initial business combination, our sponsor, or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our founders. The terms of such loans by our sponsor, affiliate of our sponsor, or certain of our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or affiliates of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
|
(6)
|
Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing.
|
|
| |
No exercise of
over-allotment
option
|
| |
Exercise of
over-allotment
option in full
|
Public offering price
|
| |
$10.00
|
| |
$10.00
|
Net tangible book value before this offering
|
| |
$(0.02)
|
| |
$(0.02)
|
Increase attributable to public stockholders
|
| |
$0.77
|
| |
$0.68
|
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| |
$0.75
|
| |
$0.66
|
Dilution to public stockholders
|
| |
$9.25
|
| |
$9.34
|
Percentage of dilution to public stockholders
|
| |
92.5%
|
| |
93.4%
|
|
| |
Shares Purchased
|
| |
Total Consideration
|
| |
Average
Price per
|
||||||
|
| |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| |
Share
|
Initial Stockholders(1)(2)
|
| |
6,250,000
|
| |
20.00%
|
| |
$25,000
|
| |
0.01%
|
| |
$0.004
|
Public Stockholders
|
| |
25,000,000
|
| |
80.00%
|
| |
250,000,000
|
| |
99.99%
|
| |
$10.00
|
Total
|
| |
31,250,000
|
| |
100.00%
|
| |
$250,025,000
|
| |
100.00%
|
| |
|
(1)
|
Assumes the full forfeiture of 937,500 shares that are subject to forfeiture by our founders depending on the extent to which the underwriters’ over-allotment option is not exercised.
|
(2)
|
Assumes conversion of the shares of Class B common stock into shares of Class A common stock on a one-for-one basis. The dilution to public stockholders would increase to the extent that the anti-dilution provisions of the shares of Class B common stock result in the issuance of the shares of Class A common stock on a greater than one-to-one basis upon such conversion.
|
|
| |
Without
Over-allotment
|
| |
With
Over-allotment
|
Numerator:
|
| |
|
| |
|
Net tangible book value before this offering
|
| |
$(165,714)
|
| |
$(165,714)
|
Proceeds from this offering and sale of the private placement warrants, net of expenses
|
| |
251,100,000
|
| |
288,600,000
|
Offering costs, excluded from net tangible book value before this offering
|
| |
190,159
|
| |
190,159
|
Less: Marketing Fee payable
|
| |
—
|
| |
—
|
Less: amount of shares of Class A common stock subject to redemption to maintain net tangible assets of $5,000,005
|
| |
(246,124,440)
|
| |
(283,624,440)
|
|
| |
$5,000,005
|
| |
$5,000,005
|
Denominator:
|
| |
|
| |
|
Shares of Class B common stock outstanding prior to this offering
|
| |
7,187,500
|
| |
7,187,500
|
Shares forfeited if over-allotment is not exercised
|
| |
(937,500)
|
| |
—
|
Shares of Class A common stock included in the units offered
|
| |
25,000,000
|
| |
28,750,000
|
Less: shares subject to redemption to maintain net tangible assets of $5,000,005
|
| |
(24,612,444)
|
| |
(28,362,444)
|
|
| |
6,637,556
|
| |
7,575,056
|
|
| |
August 5, 2020
|
|||
|
| |
Actual
|
| |
As Adjusted(1)
|
Notes payable(2)
|
| |
$—
|
| |
$—
|
Class A common stock, subject to redemption(3)
|
| |
—
|
| |
$246,124,440
|
Stockholders’ equity (deficit):
|
| |
|
| |
|
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding (actual and as adjusted)
|
| |
—
|
| |
—
|
Common stock, $0.0001 par value, 300,000,000 shares authorized (actual and adjusted):
|
| |
|
| |
|
Class A common stock, $0.0001 par value, 300,000,000 shares authorized; no shares outstanding (actual); 300,000,000 shares authorized; 387,556 shares issued and outstanding (excluding 24,612,444 shares subject to redemption) (as adjusted)
|
| |
—
|
| |
39
|
Class B common stock, $0.0001 par value, 30,000,000 shares authorized (actual and as adjusted); 7,187,500(4) shares outstanding (actual); 6,250,000(4) shares outstanding (as adjusted)
|
| |
719
|
| |
625
|
Additional paid-in capital(5)
|
| |
24,281
|
| |
4,999,896
|
Accumulated deficit
|
| |
(555)
|
| |
(555)
|
Total stockholders’ equity
|
| |
24,445
|
| |
5,000,005
|
Total capitalization
|
| |
$24,445
|
| |
$251,124,445
|
(1)
|
Assumes the full forfeiture of 937,500 shares that are subject to forfeiture by our founders depending on the extent to which the underwriters’ over-allotment option is not exercised. The proceeds of the sale of such shares will not be deposited into the trust account, the shares will not be eligible for redemption from the trust account nor will they be eligible to vote upon the initial business combination.
|
(2)
|
Our founders have agreed to loan us up to $300,000 under unsecured promissory notes to be used for a portion of the expenses related to the organization of our company and this offering, which loans are due at the earlier of June 30, 2021 or the closing of this offering. As of August 5, 2020, we had not borrowed any amounts under the promissory notes. As of September 14, 2020, we have borrowed an aggregate of $183,143 under the promissory notes.
|
(3)
|
Upon the completion of our initial business combination, 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 calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, subject to the limitations described herein whereby our net tangible assets will be maintained at a minimum of $5,000,001 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination.
|
(4)
|
Actual share amount is prior to any forfeiture of founder shares by our founders and as adjusted share amount assumes no exercise of the underwriters’ over-allotment option.
|
(5)
|
The “as adjusted” additional paid-in capital calculation is equal to the “as adjusted” total stockholders’ equity of $5,000,005, minus the par value of the Class A and Class B common stock of $664, plus the accumulated deficit of $555.
|
■
|
may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock;
|
■
|
may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;
|
■
|
could cause a change of control if a substantial number of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
|
■
|
may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us;
|
■
|
may adversely affect prevailing market prices for our Class A common stock and/or warrants; and
|
■
|
may not result in adjustment to the exercise price of our warrants.
|
■
|
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
|
■
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
|
■
|
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
■
|
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
■
|
our inability to pay dividends on our common stock;
|
■
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
|
■
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
■
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
|
■
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and
|
■
|
other purposes and other disadvantages compared to our competitors who have less debt.
|
■
|
staffing for financial, accounting and external reporting areas, including segregation of duties;
|
■
|
reconciliation of accounts;
|
■
|
proper recording of expenses and liabilities in the period to which they relate;
|
■
|
evidence of internal review and approval of accounting transactions;
|
■
|
documentation of processes, assumptions and conclusions underlying significant estimates; and
|
■
|
documentation of accounting policies and procedures.
|
■
|
defining corporate strategy, growing companies both organically and through strategic transactions, expanding portfolios and broadening geographic footprints;
|
■
|
strategically investing in companies to help accelerate growth and maturation
|
■
|
fostering relationships with private and public companies, capital providers and advisors;
|
■
|
negotiating transactions favorable to investors; and
|
■
|
accessing the capital markets, including financing businesses and helping companies transition to public ownership.
|
■
|
Strong Management Team and Sponsorship. We will leverage the extensive experience of our management team and MC’s investment team who have been involved in acquisitions, financings and advisory transactions totaling hundreds of billions in transaction value and have significant experience investing across a variety of economic cycles and a track record of identifying high quality assets with opportunity for optimization. The MC investment team’s ability to self-originate, effectively diligence as well as creatively and thoughtfully structure transactions, has generated what we believe are attractive risk adjusted returns for investors. We believe we will benefit from our long-tenured management team and MC investment team’s successful track record in investment banking, corporate finance, and investment management.
|
■
|
Proprietary Sourcing Channels and Leading Industry Relationships. We believe the capabilities and relationships associated with our management team will provide us with a differentiated pipeline of attractive business combination opportunities that would be difficult for other market participants to replicate. We will benefit from MC’s proprietary transaction as well as the unique insight MC has as a lender to sponsor-backed portfolio companies.
|
■
|
Underwriting, Execution and Structuring Capabilities. We will apply to our acquisition targets the same rigorous analytical review and diligence process that MC applies in its core business. The sensitivity of financial and operational drivers to external factors is a key component of evaluating investment opportunities and pricing risk. Our investment discipline will allow us to identify opportunities where MC’s investment team and/or our operating partners can create stockholder value, which may include operational or capital structure improvements as well as the introduction of new technologies and/or products to drive growth.
|
■
|
Driving Post-Acquisition Stockholder Value. We plan to work with the management team of our initial business combination to grow stockholder value both organically and inorganically. MC’s senior investment team provides strategic, capital markets and operational advice to MC’s portfolio companies, working alongside management to drive new product development, geographic expansion, cost rationalization and technology transformation. Members of MC’s senior investment team often sit on the board of companies to which it lends and work side by side with company executives to provide strategic advice on acquisitions, divestitures and capital
|
■
|
are poised for growth in an industry undergoing secular change through a meaningful technological transformation. We plan to target businesses that are enhancing their traditional models with technology.
|
■
|
have significant embedded and/or underexploited expansion opportunities through add-on acquisitions. Our management team and MC’s investment team have significant experience in identifying and executing such opportunities and helping management teams assess the strategic and financial fit. Similarly, our management team and MC’s investment professionals have the expertise to assess the likely synergies and processes necessary to help a target integrate acquisition.
|
■
|
are fundamentally sound but underperforming their potential in industries that are otherwise exhibiting stable or improving fundamentals. We plan to conduct thorough diligence and rigorously analyze our potential acquisition candidates to understand the risks and opportunities that the business presents and we will pursue opportunities that we believe provide attractive risk-adjusted returns.
|
■
|
have a defensible market position with demonstrated advantages that create barriers to entry against new potential market entrants.
|
■
|
have a diversified customer base better positioned to endure economic downturns, changes in the industry landscape and evolving customer, supplier and competitor preferences.
|
■
|
are understood by our management team, MC’s investment professionals and our operating partners, particularly those where we believe we can increase value through our strategic or operational expertise.
|
■
|
have underappreciated value and/or sub-optimal capital structure that will be availed by our management’s history of providing capital structure solutions, through either capital infusions, creative and/or unique structures or recapitalizations in order to optimize a company’s balance sheet and increase equity value.
|
■
|
are at an inflection point, such as those requiring additional management expertise or access to capital markets where we believe we or our operating partners can be catalysts to turn that inflection point into transformative growth.
|
■
|
will offer attractive risk-adjusted equity returns for our stockholders. We will seek to acquire a target on terms and in a manner consistent with our disciplined investing approach.
|
■
|
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and
|
■
|
cause us to depend on the marketing and sale of a single product or limited number of products or services.
|
■
|
we issue (other than in a public offering for cash) shares of Class A common stock that will either (a) be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;
|
■
|
any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial securityholders; or
|
■
|
the issuance or potential issuance of common stock will result in our undergoing a change of control.
|
■
|
the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
|
■
|
the expected cost of holding a stockholder vote;
|
■
|
the risk that the stockholders would fail to approve the proposed business combination;
|
■
|
other time and budget constraints of the company; and
|
■
|
additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.
|
■
|
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
|
■
|
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
|
■
|
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
|
■
|
file proxy materials with the SEC.
|
|
| |
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 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 calculated as of two 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 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.
|
| |
If we seek stockholder approval of our initial business combination, our founders, directors, officers, advisors or their affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except 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 or warrants in such transactions.
|
| |
If we have not completed 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 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 (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares.
|
|
| |
|
| |
|
| |
|
|
| |
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
|
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 our taxes (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 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
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
Escrow of offering proceeds
|
| |
The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a U.S.-based trust account. $250,000,000 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. and at a brokerage institution, with Continental Stock Transfer & Trust Company acting as trustee.
|
| |
Approximately $220,500,000 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 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 taxes paid or payable and (ii) in the event of our liquidation for failure to complete our
|
| |
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
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| |
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.
|
| |
a business combination.
|
|
| |
|
| |
|
Limitation on fair value or net assets of target business
|
| |
The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) 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. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Cowen and Company, LLC, as Representative of the underwriters, 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 and no later than four business days after the closing of this offering. 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, which will include an audited balance sheet of the company reflecting our receipt of the gross proceeds at the closing of this offering 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.
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
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.
|
|
| |
|
| |
|
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 calculated 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 taxes, 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 listing requirements to hold a stockholder vote. If we are not required by applicable law or stock exchange listing requirements 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 such time, providing additional notice 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
|
|
| |
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 (or, if the applicable rules of the NYSE then in effect require, a majority of the outstanding shares of common stock held by public stockholders are voted in favor of the business transaction).
Additionally, each public stockholder may elect to redeem their 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 have not completed our initial business combination within such 24-month period, 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, subject to lawfully available funds therefor, 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 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 to receive further liquidating distributions, if any); 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 taxes, if any, 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 of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or 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 stockholders’ rights or pre-initial business combination activity and (iii) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law. The company will instruct the Trustee to pay amounts from the trust account directly to redeeming holders.
|
| |
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.
|
|
| |
|
| |
|
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 redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. 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
|
| |
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.
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| |
material loss on their investment in us if they sell Excess Shares in open market transactions.
|
| |
|
|
| |
|
| |
|
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 scheduled 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 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 scheduled 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.
|
| |
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.
|
Name
|
| |
Age
|
| |
Title
|
Ashok Nayyar
|
| |
58
|
| |
Chief Executive Officer, Chairman
|
David Gelobter
|
| |
53
|
| |
Co-President and Secretary
|
Michael Zimmerman
|
| |
67
|
| |
Co-President
|
Barry Best
|
| |
54
|
| |
Chief Financial Officer
|
Mark Field
|
| |
70
|
| |
Director
|
James Dubin
|
| |
73
|
| |
Director nominee
|
Thomas Neff
|
| |
82
|
| |
Director nominee
|
Robert Halmi
|
| |
63
|
| |
Director nominee
|
■
|
audits of our financial statements;
|
■
|
the integrity of our financial statements;
|
■
|
our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures;
|
■
|
the qualifications, engagement, compensation, independence and performance of our independent registered public accounting firm; and
|
■
|
the performance of our internal audit function.
|
■
|
determining and approving the compensation of our executive officers; and
|
■
|
reviewing and approving incentive compensation and equity compensation policies and programs.
|
■
|
identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;
|
■
|
developing, recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
|
■
|
coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and
|
■
|
reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
|
■
|
the corporation could financially undertake the opportunity;
|
■
|
the opportunity is within the corporation’s line of business; and
|
■
|
it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.
|
■
|
None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.
|
■
|
In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “—Directors and Executive Officers.”
|
■
|
Our founders, officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholders, officers and directors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until the earliest to occur of: (A) one year after the completion of our initial business combination; (B) subsequent to our initial business combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination; and (C) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable until 30 days after the completion of our initial business combination. Since our founders and officers
|
■
|
Our officers and directors may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.
|
■
|
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
|
■
|
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
|
■
|
each of our officers, directors and director nominees that beneficially own shares of common stock; and
|
■
|
all our officers, directors and director nominees as a group.
|
|
| |
Number of
Shares
Beneficially
Owned(2)
|
| |
Approximate Percentage of
Outstanding Common Stock
|
|||
Name and Address of Beneficial Owner(1)
|
| |
Before
Offering
|
| |
After
Offering(2)
|
|||
Atlantic Street Partners LLC(3)
|
| |
4,565,000
|
| |
73.0%
|
| |
14.6%
|
ASA Co-Investment LLC(4)
|
| |
1,250,000
|
| |
20.0%
|
| |
4.0%
|
Ashok Nayyar(3)
|
| |
|
| |
|
| |
|
David Gelobter
|
| |
—
|
| |
—
|
| |
—
|
Michael Zimmerman
|
| |
—
|
| |
—
|
| |
—
|
Barry Best
|
| |
—
|
| |
—
|
| |
—
|
Mark Field
|
| |
—
|
| |
—
|
| |
—
|
James Dubin
|
| |
145,000
|
| |
2.3%
|
| |
*
|
Thomas Neff
|
| |
145,000
|
| |
2.3%
|
| |
*
|
Robert Halmi
|
| |
145,000
|
| |
2.3%
|
| |
*
|
All directors, officers and director nominees as a group (eight individuals)
|
| |
5,000,000
|
| |
80.0%
|
| |
16.0%
|
*
|
Less than one percent.
|
(1)
|
Unless otherwise noted, the business address of each of the following entities or individuals is 2200 Atlantic Street, Stamford, Connecticut 06902.
|
(2)
|
Interests shown consist solely of founders shares, classified as shares of Class B common stock. The founder shares will convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.”
|
(3)
|
Represents the interests directly held by Atlantic Street Partners LLC. The managing member of Atlantic Street Partners LLC is Atlantic Street Partners GP LLC, a Delaware limited liability company,
|
(4)
|
ASA Co-Investment LLC is the record holder of the securities reported herein. As the sole member of ASA Co-Investment LLC, Cowen Investments II LLC may be deemed to beneficially own the securities owned directly by ASA Co-Investment LLC. The business address of each of ASA Co-Investment LLC and Cowen Investments II LLC is 599 Lexington Avenue, 20th Floor, New York, NY 10022.
|
■
|
25,000,000 shares of our Class A common stock underlying the units being offered in this offering; and
|
■
|
6,250,000 shares of Class B common stock held by our initial stockholders.
|
■
|
in whole and not in part;
|
■
|
at a price of $0.01 per warrant;
|
■
|
upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and
|
■
|
if, and only if, the last reported sale price of shares of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.
|
■
|
in whole and not in part;
|
■
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described below;
|
■
|
if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders;
|
■
|
if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants, as described above; and
|
■
|
if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.
|
■
|
if we are unable to complete our 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, subject to lawfully available funds therefor, 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 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 to receive further liquidating distributions, if any); 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.;
|
■
|
prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares on any initial business combination;
|
■
|
although we do not currently intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent and
|
■
|
if a stockholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
|
■
|
in the event our securities are listed on the NYSE, our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination;
|
■
|
if our stockholders approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or 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 stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such approval 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 taxes, divided by the number of then outstanding public shares; and
|
■
|
we will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.
|
■
|
a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
|
■
|
an affiliate of an interested stockholder; or
|
■
|
an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
|
■
|
our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;
|
■
|
after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or
|
■
|
on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.
|
■
|
1% of the total number of shares of our Class A common stock then outstanding, which will equal 312,500 shares immediately after this offering (or 359,375 if the underwriters exercise their over-allotment option in full), on an as converted basis; or
|
■
|
the average weekly reported trading volume of the Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
■
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
■
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
■
|
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
|
■
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
|
■
|
financial institutions or financial service entities;
|
■
|
broker-dealers;
|
■
|
governments or agencies or instrumentalities thereof;
|
■
|
regulated investment companies;
|
■
|
real estate investment trusts;
|
■
|
persons that actually or constructively own five percent or more of our voting shares;
|
■
|
insurance companies;
|
■
|
dealers or traders subject to a mark-to-market method of tax accounting with respect to the securities;
|
■
|
persons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction;
|
■
|
persons who acquired the securities through the exercise or cancellation of employee stock options or otherwise as compensation for their services;
|
■
|
U.S. holders (as defined below) whose functional currency is not the U.S. dollar;
|
■
|
U.S. expatriates or former long-term residents of the United States;
|
■
|
partnerships or other pass-through entities for U.S. federal income tax purposes (including foreign branches) and any beneficial owners of such entities;
|
■
|
U.S. holders owning or considered as owning 10 percent or more of the common stock; and
|
■
|
tax-exempt entities.
|
■
|
an individual who is a citizen or resident of the United States;
|
■
|
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia;
|
■
|
an estate the income of which is subject to U.S. federal income tax regardless of its source; or
|
■
|
a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the U.S. Tax Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury regulations to be treated as a U.S. person.
|
■
|
a non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates;
|
■
|
a foreign corporation; or
|
■
|
an estate or trust that is not a U.S. holder;
|
■
|
the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and is attributable to a U. S. permanent establishment or fixed base maintained by the Non-U.S. holder if an applicable treaty so provides);
|
■
|
the Non-U.S. holder is an individual present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or
|
■
|
we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our Class A common stock, and either (i) the Class A common stock cease to be traded on an established securities market or (ii) such Non-U.S. holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. holder’s holding period for our Class A common stock more than 5% of such stock. There can be no assurance that our Class A common stock will be treated as regularly traded on an established securities market for this purpose. These rules may be modified for Non-U.S. holders of warrants. If we are or have been a “United States real property holding corporation” and you own warrants, you are urged to consult your own tax advisor regarding the application of these rules.
|
Underwriters
|
| |
Number of
Units
|
Cowen and Company, LLC
|
| |
|
|
| |
|
Total
|
| |
25,000,000
|
|
| |
Per Unit(1)
|
| |
Total(1)
|
||||||
|
| |
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
|
(1)
|
will receive a fee of $ from the total underwriting discount in consideration for its services and expenses incurred as a “qualified independent underwriter.”
|
■
|
Short sales involve secondary market sales by the underwriters of a greater number of units than they are required to purchase in the offering.
|
■
|
“Covered” short sales are sales of units in an amount up to the number of units represented by the underwriters’ over-allotment option.
|
■
|
“Naked” short sales are sales of units in an amount in excess of the number of units represented by the underwriters’ over-allotment option.
|
■
|
Covering transactions involve purchases of units either pursuant to the over-allotment option or in the open market after the distribution has been completed in order to cover short positions.
|
■
|
To close a naked short position, the underwriters must purchase units in the open market after the distribution has been completed. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in the offering.
|
■
|
To close a covered short position, the underwriters must purchase units in the open market after the distribution has been completed or must exercise the over-allotment option. In determining the source of shares to close the covered short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option.
|
■
|
Stabilizing transactions involve bids to purchase units so long as the stabilizing bids do not exceed a specified maximum.
|
■
|
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
|
■
|
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the issuer for any such offer; or natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the underwriters for any such offer; or
|
■
|
in any other circumstances that do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.
|
■
|
released, issued, distributed or caused to be released, issued or distributed to the public in France; or
|
■
|
used in connection with any offer for subscription or sale of the units to the public in France.
|
■
|
to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with, Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;
|
■
|
to investment services providers authorized to engage in portfolio management on behalf of third parties; or
|
■
|
in a transaction that, in accordance with article L.411-2-II-1b or 2b or 31b of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).
|
■
|
shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:
|
■
|
to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;
|
■
|
where no consideration is or will be given for the transfer; or
|
■
|
where the transfer is by operation of law.
|
■
|
the purchaser is entitled under applicable provincial securities laws to purchase the units without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106—Prospectus Exemptions,
|
■
|
the purchaser is a “permitted client” as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations,
|
■
|
where required by law, the purchaser is purchasing as principal and not as agent, and
|
■
|
the purchaser has reviewed the text above under Resale Restrictions.
|
Assets
|
| |
|
Cash
|
| |
$25,000
|
Deferred offering costs
|
| |
190,159
|
Total assets
|
| |
$215,159
|
|
| |
|
Liabilities and Stockholders’ Equity
|
| |
|
Accrued offering costs and expenses
|
| |
$190,714
|
Total current liabilities
|
| |
190,714
|
Commitments and contingencies
|
| |
|
Stockholders’ Equity:
|
| |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| |
—
|
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding
|
| |
—
|
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 7,187,500 shares issued and outstanding(1)
|
| |
719
|
Additional paid-in capital
|
| |
24,281
|
Accumulated deficit
|
| |
(555)
|
Total stockholders’ equity
|
| |
24,445
|
Total Liabilities and Stockholders’ Equity
|
| |
$215,159
|
(1)
|
Includes up to 937,500 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. (See Note 7)
|
Formation costs
|
| |
$555
|
|
| |
|
Net loss
|
| |
$(555)
|
|
| |
|
Basic and diluted weighted average shares outstanding(1)
|
| |
6,250,000
|
Basic and diluted net loss per share
|
| |
$(0.00)
|
(1)
|
Excludes up to 937,500 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).
|
|
| |
Class B Common
Stock
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Deficit
|
| |
Stockholders’
Equity
|
|||
|
| |
Shares(1)
|
| |
Amount
|
| ||||||||
Balance as of July 27, 2020 (inception)
|
| |
—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Class B common stock issued to Sponsor and ASA Co-Investment
|
| |
7,187,500
|
| |
719
|
| |
24,281
|
| |
—
|
| |
25,000
|
Net loss
|
| |
—
|
| |
|
| |
—
|
| |
(555)
|
| |
(555)
|
Balance as of August 5, 2020
|
| |
7,187,500
|
| |
$719
|
| |
$24,281
|
| |
$(555)
|
| |
$24,445
|
(1)
|
Includes up to 937,500 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).
|
Cash flows from operating activities:
|
| |
|
Net loss
|
| |
$(555)
|
Changes in current assets and liabilities:
|
| |
|
Accrued offering costs and expenses
|
| |
555
|
Net cash used in operating activities
|
| |
—
|
|
| |
|
Cash flows from financing activities:
|
| |
|
Proceeds from the sale of class B common stock to the initial stockholders
|
| |
25,000
|
Net cash provided by financing activities
|
| |
—
|
|
| |
|
Net change in cash
|
| |
25,000
|
|
| |
|
Cash, beginning of the period
|
| |
—
|
Cash, end of the period
|
| |
$25,000
|
|
| |
|
Supplemental disclosure of noncash investing and financing activities:
|
| |
|
Deferred offering costs included in accrued offering costs and expenses
|
| |
$190,159
|
1.
|
For cash:
|
■
|
in whole and not in part;
|
■
|
at a price of $0.01 per warrant;
|
■
|
upon a minimum of 30 days’ prior written notice of redemption; and
|
■
|
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
2.
|
For class A common stock (commencing 90 days after the warrants become exercisable):
|
■
|
in whole and not in part;
|
■
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of Class A common stock;
|
■
|
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to warrant holders;
|
■
|
if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants; and
|
■
|
if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.
|
Item 13.
|
Other Expenses of Issuance and Distribution.
|
Legal fees and expenses
|
| |
$375,000
|
Accounting fees and expenses
|
| |
40,450
|
Printing and engraving expenses
|
| |
35,000
|
SEC expenses
|
| |
37,318
|
FINRA expenses
|
| |
43,625
|
Directors and officers insurance
|
| |
275,000
|
NYSE listing and filing fees
|
| |
85,000
|
Miscellaneous expenses (other than underwriting commissions)
|
| |
8,607
|
Total offering expenses (other than underwriting commissions)
|
| |
$900,000
|
Item 14.
|
Indemnification of Directors and Officers.
|
(a)
|
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
|
(b)
|
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be
|
(c)
|
To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
|
(d)
|
Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination: (1) By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or (2) By a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (4) By the stockholders.
|
(e)
|
Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
|
(f)
|
The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
|
(g)
|
A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.
|
(h)
|
For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
|
(i)
|
For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.
|
(j)
|
The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
|
(k)
|
The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).
|
Item 15.
|
Recent Sales of Unregistered Securities.
|
Item 16.
|
Exhibits and Financial Statement Schedules.
|
(a)
|
Exhibits.
|
Exhibit No.
|
| |
Description
|
1.1*
|
| |
Form of Underwriting Agreement.
|
1.2*
|
| |
Form of Business Combination Marketing Agreement.
|
| |
Certificate of Incorporation.
|
|
| |
Form of Amended and Restated Certificate of Incorporation.
|
|
| |
Bylaws.
|
|
| |
Specimen Unit Certificate.
|
|
| |
Specimen Class A Common Stock Certificate.
|
|
| |
Specimen Warrant Certificate.
|
|
| |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
|
|
5.1*
|
| |
Opinion of Weil, Gotshal & Manges LLP, counsel to the Registrant.
|
| |
Promissory Note, dated August 5, 2020, issued to Atlantic Street Partners LLC.
|
|
| |
Promissory Note, dated August 5, 2020, issued to ASA Co-Investment LLC.
|
Exhibit No.
|
| |
Description
|
| |
Form of Letter Agreement among the Registrant and its officers, directors and director nominees, Atlantic Street Partners LLC and ASA Co-Investment LLC.
|
|
| |
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
|
|
| |
Form of Registration Rights Agreement among the Registrant, ASA Co-Investment LLC and certain security holders.
|
|
| |
Securities Subscription Agreement, dated August 5, 2020, between the Registrant and Atlantic Street Partners LLC.
|
|
| |
Securities Subscription Agreement, dated August 5, 2020, between the Registrant and ASA Co-Investment LLC.
|
|
| |
Form of Private Placement Warrants Purchase Agreement, between the Registrant and Atlantic Street Partners LLC.
|
|
| |
Form of Private Placement Warrants Purchase Agreement, between the Registrant and ASA Co-Investment LLC.
|
|
| |
Form of Private Placement Warrants Purchase Agreement, between the Registrant and the Independent Directors.
|
|
| |
Form of Indemnity Agreement.
|
|
| |
Form of Administrative Services Agreement between the Registrant and MC Credit Partners LP.
|
|
| |
Consent of WithumSmith+Brown, PC.
|
|
23.2*
|
| |
Consent of Weil, Gotshal & Manges LLP (included on Exhibit 5.1).
|
| |
Power of Attorney (included on signature page of this Registration Statement).
|
|
| |
Consent of James Dubin.
|
|
| |
Consent of Thomas Neff.
|
|
| |
Consent of Robert Halmi.
|
*
|
To be filed by amendment.
|
(b)
|
Financial Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement.
|
Item 17.
|
Undertakings.
|
(a)
|
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
|
(b)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 of 1933 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 of 1933 and will be governed by the final adjudication of such issue.
|
(c)
|
The undersigned registrant hereby undertakes that:
|
(1)
|
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.
|
(2)
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
(4)
|
For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
| |
Atlantic Street Acquisition Corp
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Ashok Nayyar
|
|
| |
|
| |
Name: Ashok Nayyar
|
|
| |
|
| |
Title: Chief Executive Officer
|
Name
|
| |
Position
|
| |
Date
|
|
| |
|
| |
|
/s/ Ashok Nayyar
|
| |
Chief Executive Officer, Chairman
(Principal Executive Officer)
|
| |
September 14, 2020
|
Ashok Nayyar
|
| |
|
|||
|
| |
|
| |
|
/s/ Barry Best
|
| |
Chief Financial Officer
(Principal Financial Officer)
|
| |
September 14, 2020
|
Barry Best
|
| |
|
|||
|
| |
|
| |
|
/s/ Purvang Desai
|
| |
Principal Accounting Officer
(Principal Accounting Officer)
|
| |
September 14, 2020
|
Purvang Desai
|
| |
|
|||
|
| |
|
| |
|
/s/ Mark Field
|
| |
Director
|
| |
September 14, 2020
|
Mark Field
|
| |
|
| |
|
|
• |
the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or
otherwise) by the Corporation, related to or in connection with the consummation of the Business Combination (excluding any securities issued or issuable to any seller in the Business Combination) plus (B) the number of shares of Class B
Common Stock issued and outstanding prior to the closing of the Business Combination; and
|
|
• |
the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the Business Combination.
|
Name
|
Address
|
Melissa Abraham
|
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
|
By:
|
/s/ Melissa Abraham
|
|
Name:
|
Melissa Abraham
|
|
Title:
|
Sole Incorporator
|
•
|
the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any Equity-linked Securities or otherwise) in each case by
the Corporation related to or in connection with the consummation of the initial Business Combination (excluding any shares of Class A Common Stock or Equity-linked Securities issued or issuable to any seller in the initial Business
Combination) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination; and
|
•
|
the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination.
|
ATLANTIC STREET ACQUISITION CORP
|
|||
By:
|
|||
Name:
|
Ashok Nayyar
|
||
Title:
|
Chief Executive Officer
|
Secretary
|
Chief Executive Officer
|
TEN COM
|
–
|
as tenants in common
|
UNIF GIFT MIN ACT
|
–
|
|
Custodian
|
|
TEN ENT
|
–
|
as tenants by the
entireties
|
(Cust)
|
(Minor) | |||
JT TEN
|
–
|
as joint tenants with
right of survivorship
and not as tenants in
common
|
under Uniform Gifts to Minors Act
|
||||
(State)
|
|
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
|
Units represented by the within Certificate, and do hereby irrevocably constitute and appoint |
Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises. |
Dated | |
|
Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. |
|
|
Signature(s) Guaranteed:
|
|
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).
|
|
SHARES
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP [●]
|
This Certifies that
|
is the owner of
|
Secretary
|
[Corporate Seal]
Delaware
|
Chief Executive Officer
|
TEN COM
|
–
|
as tenants in common
|
UNIF GIFT MIN ACT
|
–
|
|
Custodian
|
||
TEN ENT
|
–
|
as tenants by the
entireties
|
(Cust)
|
(Minor) | ||||
JT TEN
|
–
|
as joint tenants with
right of survivorship
and not as tenants in
common
|
under Uniform Gifts to Minors Act
|
|||||
(State)
|
|
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
|
(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
|
Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitutes and appoints
|
Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
|
|
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
|
|
|
ATLANTIC STREET ACQUISITION CORP
|
|
By:
|
|
Name:
|
|
Title:
|
|
CONTINENTAL STOCK TRANSFER
|
|
& TRUST COMPANY, as Warrant Agent
|
|
By:
|
|
Name:
|
|
Title:
|
Date: , 20
|
|
|
|
(Signature)
|
|
|
(Address)
|
|
(Tax Identification Number)
|
||
|
||
Signature Guaranteed:
|
||
Redemption Date
|
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
|
0.365
|
|||||||||
54 months
|
0.252
|
0.272
|
0.291
|
0.307
|
0.322
|
0.335
|
0.347
|
0.357
|
0.365
|
|||||||||
51 months
|
0.246
|
0.268
|
0.287
|
0.304
|
0.320
|
0.333
|
0.346
|
0.357
|
0.365
|
|||||||||
48 months
|
0.241
|
0.263
|
0.283
|
0.301
|
0.317
|
0.332
|
0.344
|
0.356
|
0.365
|
|||||||||
45 months
|
0.235
|
0.258
|
0.279
|
0.298
|
0.315
|
0.330
|
0.343
|
0.356
|
0.365
|
|||||||||
42 months
|
0.228
|
0.252
|
0.274
|
0.294
|
0.312
|
0.328
|
0.342
|
0.355
|
0.364
|
|||||||||
39 months
|
0.221
|
0.246
|
0.269
|
0.290
|
0.309
|
0.325
|
0.340
|
0.354
|
0.364
|
|||||||||
36 months
|
0.213
|
0.239
|
0.263
|
0.285
|
0.305
|
0.323
|
0.339
|
0.353
|
0.364
|
|||||||||
33 months
|
0.205
|
0.232
|
0.257
|
0.280
|
0.301
|
0.320
|
0.337
|
0.352
|
0.364
|
|||||||||
30 months
|
0.196
|
0.224
|
0.250
|
0.274
|
0.297
|
0.316
|
0.335
|
0.351
|
0.364
|
|||||||||
27 months
|
0.185
|
0.214
|
0.242
|
0.268
|
0.291
|
0.313
|
0.332
|
0.350
|
0.364
|
|||||||||
24 months
|
0.173
|
0.204
|
0.233
|
0.260
|
0.285
|
0.308
|
0.329
|
0.348
|
0.364
|
|||||||||
21 months
|
0.161
|
0.193
|
0.223
|
0.252
|
0.279
|
0.304
|
0.326
|
0.347
|
0.364
|
|||||||||
18 months
|
0.146
|
0.179
|
0.211
|
0.242
|
0.271
|
0.298
|
0.322
|
0.345
|
0.363
|
|||||||||
15 months
|
0.130
|
0.164
|
0.197
|
0.230
|
0.262
|
0.291
|
0.317
|
0.342
|
0.363
|
|||||||||
12 months
|
0.111
|
0.146
|
0.181
|
0.216
|
0.250
|
0.282
|
0.312
|
0.339
|
0.363
|
|||||||||
9 months
|
0.090
|
0.125
|
0.162
|
0.199
|
0.237
|
0.272
|
0.305
|
0.336
|
0.362
|
|||||||||
0.065
|
0.099
|
0.137
|
0.178
|
0.219
|
0.259
|
0.296
|
0.331
|
0.362
|
||||||||||
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
|
ATLANTIC STREET ACQUISITION CORP
|
By:
|
|
|
Name:
|
||
Title:
|
||
CONTINENTAL STOCK TRANSFER &
|
|
TRUST COMPANY, as Warrant Agent
|
|
||
By:
|
|
|
Name:
|
||
Title:
|
ATLANTIC STREET ACQUISITION CORP
|
|
By:
|
|
||
Name:
|
|||
Title:
|
|||
CONTINENTAL STOCK TRANSFER
|
|
& TRUST COMPANY, as Warrant Agent
|
|
By:
|
|
||
Name:
|
|||
Title:
|
Date: , 20
|
|
(Signature)
|
|
(Address)
|
|
(Tax Identification Number)
|
|
|
|
Signature Guaranteed:
|
|
Principal Amount: $182,142.86
|
Dated as of August 5, 2020
|
New York, New York
|
ATLANTIC STREET ACQUISITION CORP
|
||
By:
|
/s/ Barry Best
|
|
Name:
|
Barry Best
|
|
Title:
|
Chief Financial Officer
|
Acknowledged and Agreed to
as of the date first written above.
|
||
ATLANTIC STREET PARTNERS LLC
|
||
By:
|
/s/ Ashok Nayyar
|
|
Name:
|
Ashok Nayyar
|
|
Title:
|
Authorized Signatory
|
Principal Amount: $117,857.14
|
Dated as of August 5, 2020
|
New York, New York
|
ATLANTIC STREET ACQUISITION CORP
|
||
By:
|
/s/ Ashok Nayyar
|
|
Name:
|
Ashok Nayyar
|
|
Title:
|
Chief Executive Officer
|
Acknowledged and Agreed to
as of the date first written above.
|
||
ASA CO-INVESTMENT LLC
|
||
By:
|
/s/ Owen Littman
|
|
Name:
|
Owen Littman
|
|
Title:
|
Authorized Person
|
Re: |
Initial Public Offering
|
Sincerely,
|
|
[ATLANTIC STREET PARTNERS LLC]
|
|
By:
|
Name:
|
|
Title: ]
|
[ASA CO-INVESTMENT LLC
|
|
By:
|
Name:
|
|
Title: ]
|
[By:
|
||
Name:]5
|
By:
|
||
Name:
|
||
Title:
|
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
|
|||
By:
|
|||
Name: Francis Wolf
|
|||
Title: Vice President
|
|||
ATLANTIC STREET ACQUISITION CORP
|
|||
By:
|
|||
Name: Ashok Nayyar
|
|||
Title: Chief Executive Officer
|
Fee Item
|
Time and method of payment
|
Amount
|
||||
Initial set-up fee.
|
Initial closing of Offering by wire transfer.
|
$
|
3,500.00
|
|||
Trustee administration fee
|
Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.
|
$
|
10,000.00
|
|||
Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)
|
Billed to Company following disbursement made to Company under Section 1.
|
$
|
250.00
|
|||
Paying Agent services as required pursuant to
Section 1(i) and 1(k) |
Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k).
|
Prevailing rates
|
Very truly yours,
|
||
Atlantic Street Acquisition Corp
|
||
By:
|
||
Name:
|
||
Title:
|
Very truly yours,
|
|
Atlantic Street Acquisition Corp
|
By:
|
||
Name:
|
||
Title:
|
Very truly yours,
|
||
Atlantic Street Acquisition Corp
|
||
By:
|
||
Name:
|
||
Title:
|
|
Re: |
Trust Account - Stockholder Redemption Withdrawal Instruction
|
|
Very truly yours,
|
|
|
|
|
|
Atlantic Street Acquisition Corp
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
|
|
cc: Cowen and Company, LLC
|
|
COMPANY:
|
||
ATLANTIC STREET ACQUISITION CORP,
|
||
a Delaware corporation
|
||
By:
|
||
Name: Barry Best
|
||
Title: Chief Financial Officer
|
||
HOLDERS:
|
||
ATLANTIC STREET PARTNERS LLC,
|
||
a Delaware limited liability company
|
||
By:
|
||
Name: Ashok Nayyar
|
||
Title: Authorized Signatory
|
||
ASA CO-INVESTMENT LLC, a Delaware limited liability company
|
||
By:
|
||
Name:
|
||
Title:
|
||
By:
|
||
Name: Mark Field
|
||
By:
|
||
Name: James Dubin
|
||
By:
|
||
Name: Thomas Neff
|
Atlantic Street Partners LLC
2200 Atlantic Street, 5th Floor
Stamford, CT 06902
|
August 5, 2020
|
|
RE: |
Securities Subscription Agreement
|
Very truly yours,
|
||
ATLANTIC STREET ACQUISITION CORP
|
||
By:
|
/s/ Barry Best
|
|
Name:
|
Barry Best
|
|
Title:
|
Chief Financial Officer
|
ATLANTIC STREET PARTNERS LLC
|
||
By:
|
/s/ Ashok Nayyar
|
|
Name:
|
Ashok Nayyar
|
|
Title:
|
Authorized Signatory
|
ASA Co-Investment LLC
599 Lexington Avenue
20th Floor
New York, NY 10022
|
Dated as of August 5, 2020
|
|
RE: |
Securities Subscription Agreement
|
Very truly yours,
|
||
ATLANTIC STREET ACQUISITION CORP
|
||
By:
|
/s/ Ashok Nayyar
|
|
Name:
|
Ashok Nayyar
|
|
Title:
|
Chief Executive Officer
|
ASA CO-INVESTMENT LLC
|
||
By:
|
/s/ Owen Littman
|
|
Name:
|
Owen Littman
|
|
Title:
|
Authorized Person
|
COMPANY:
|
|||
ATLANTIC STREET ACQUISITION CORP
|
|||
By:
|
|||
Name: Barry Best
|
|||
Title: Chief Financial Officer
|
|||
PURCHASER:
|
|||
ATLANTIC STREET PARTNERS LLC
|
|||
By:
|
|||
Name: Ashok Nayyar
|
|||
Title: Authorized Signatory
|
COMPANY:
|
|||
ATLANTIC STREET ACQUISITION CORP
|
|||
By:
|
|||
Name: Ashok Nayyar
|
|||
Title: Chief Executive Officer
|
|||
PURCHASER:
|
|||
ASA CO-INVESTMENT LLC
|
|||
By:
|
|||
Name:
|
|||
Title:
|
COMPANY:
|
|||
ATLANTIC STREET ACQUISITION CORP
|
|||
By:
|
|||
Name: Ashok Nayyar
|
|||
Title: Chief Executive Officer
|
|||
PURCHASER:
|
|||
[DIRECTOR
|
|||
By:
|
|||
Name: [DIRECTOR]
|
ATLANTIC STREET ACQUISITION CORP
|
||
By:
|
||
Name: Ashok Nayyar
|
||
Title: Chief Executive Officer, Chairman
|
||
INDEMNITEE:
|
||
By:
|
||
Name: [●]
|
||
Title: [●]
|
Re:
|
Administrative Services Agreement
|
Very truly yours,
|
|
ATLANTIC STREET ACQUISITION CORP
|
|
By:
|
||
Name:
|
||
Title:
|
AGREED TO AND ACCEPTED BY:
|
|
MC CREDIT PARTNERS LP
|
|
By:
|
||
Name:
|
||
Title:
|
Dated: September 14, 2020
|
/s/ James Dubin
|
James Dubin
|
Dated: September 14, 2020
|
/s/ Thomas Neff
|
Thomas Neff
|
Dated: September 14, 2020
|
/s/ Robert Halmi
|
Robert Halmi
|