The material terms of each of the foregoing agreements are described in the prospectus that forms a part of the Registration Statements, and the descriptions of such terms are incorporated herein by reference. Each of the foregoing agreements, except for the Form of Indemnification Agreement as previously filed with the Initial Registration Statement, are attached hereto as exhibits to this Current Report on Form8-K, as enumerated below in the table set forth in response to Item 9.01. The Form of Indemnification Agreement is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Upon the effectiveness of the Initial Registration Statement, the Company granted 5,000 shares of Common Stock to Tara McDonough, the Company’s Vice President and Chief Financial Officer, pursuant to the Insider Shares Grant Agreement identified above (the “Insider Shares Agreement”). The material terms of the Insider Shares Grant Agreement are set forth in the Initial Registration Statement and incorporated by reference herein.
Simultaneously with the closing of the IPO and the sale of the Public Units, the Company consummated the private placement (“Private Placement”) of (i) 492,500 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit, with each of the Founders, pursuant to the respective Unit Purchase Agreements identified above (the “Unit Purchase Agreements”), and (ii) 100,000 shares of Common Stock to Northland (the “Private Underwriter Shares”) pursuant to the Share Purchase Agreement identified above (the “Share Purchase Agreement”). Among the Founders, Sponsor purchased 417,500 Private Placement Units; EarlyBird purchased 26,000 Private Placement Units; and Northland Investment purchased 49,000 Private Placement Units. The Private Placement generated aggregate gross proceeds of $5,925,000, consisting of $4,925,000 from the sale of the Private Placement Units and $1,000,000 from the sale of the Private Underwriter Shares. The Private Placement Units are substantially similar to the Public Units, except for certain differences in the warrants included in the Private Placement Units (the “Private Placement Warrants”). Unlike the Public Warrants, if held by the original holder or its permitted transferees, the Private Placement Warrants (i) may be exercised for cash or on a cashless basis at such time as they become exercisable, (ii) are not redeemable by the Company, and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until thirty (30) days following the consummation of the Company’s initial business combination. If the Private Placement Warrants are held by holders other than its initial holders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by holders on the same basis as the Public Warrants, except as set forth in the Initial Registration Statement. The Private Underwriter Shares are identical to the private shares underlying the Private Placement Units. The material terms of the Unit Purchase Agreements and the Share Purchase Agreement are set forth in the Initial Registration Statement and incorporated by reference herein.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On June 5, 2019, the Company filed its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) in the State of Delaware. The terms of the Amended and Restated Certificate of Incorporation are set forth in the prospectus that forms a part of the Registration Statements and are incorporated by reference herein. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 8.01. Other Events.
A total of $150,000,000 of the net proceeds from the IPO and the Private Placement were placed in a trust account established for the benefit of the Company’s public stockholders at JPMorgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except for the withdrawal of interest to pay taxes, none of the funds held in the trust account will be released until the earlier of: (i) the completion of the Company’s initial business combination, (ii) the redemption of the Common Stock issued by the Company in the IPO in connection with a stockholder vote to amend any provisions of the Amended and Restated Certificate of Incorporation relating to Company’spre-initial business combination activity and associated stockholders’ rights, or (iii) the redemption of 100% of the Common Stock issued by the Company in the IPO if the Company is unable to consummate an initial business combination within 18 months from the closing of the IPO.
