UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 4, 2020
HOLICITY INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-39232 | | 85-1270303 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
2300 Carillon Point
Kirkland, WA 98033
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (425) 278-7100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
| Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | | HOLUU | | The Nasdaq Capital Market |
| | | | | |
| Class A common stock, par value $0.0001 per share | | HOL | | The Nasdaq Capital Market |
| | | | | |
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | | HOLUW | | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 4, 2020, Holicity Inc. (the “Company”) consummated its initial public offering (“IPO”) of 27,500,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one-third of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $275,000,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-239926) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 17, 2020, as amended (the “Registration Statement”):
| ● | An Underwriting Agreement, dated August 4, 2020, by and among the Company and Deutsche Bank Securities Inc. and BofA Securities, Inc., a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Warrant Agreement, dated August 4, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated August 4, 2020, by and among the Company, its executive officers, its directors and Pendrell Holicity Holdings Corporation, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated August 4, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference |
| ● | A Registration Rights Agreement, dated August 4, 2020, by and among the Company, Pendrell Holicity Holdings Corporation and the other holders party thereto, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A Private Placement Warrants Purchase Agreement, dated August 4, 2020, by and among the Company and Pendrell Holicity Holdings Corporation , a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated August 4, 2020, by and between the Company and Pendrell Holicity Holdings Corporation, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| Item 3.02. | Unregistered Sales of Equity Securities. |
Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 5,000,000 warrants (the “Private Placement Warrants”) to Pendrell Holicity Holdings Corporation at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,500,000. The Private Placement Warrants are identical to the Warrants sold in the IPO, except that the Private Placement Warrants, so long as they are held by Pendrell Holicity Holdings Corporation or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 4, 2020, in connection with the IPO, Wayne Perry, Dennis Weibling and Cathleen A. Massey (the “Directors”) were appointed to the board of directors of the Company (the “Board”). The Board has determined that the Directors are independent directors within the meaning of applicable SEC and Nasdaq rules. Effective August 4, 2020, the Directors were appointed to the Board’s Audit Committee, with Dennis Weibling serving as chair of the Audit Committee. Effective August 4, 2020, the Directors were also appointed to the Board’s Compensation Committee, with Wayne Perry serving as chair of the Compensation Committee.
On August 4, 2020, in connection with their appointments to the Board, each Director entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.5 to the Registration Statement. In addition, in July 2020, Pendrell Holicity Holdings Corporation, the Company’s sponsor, transferred 33,000 shares of Class B common stock of the Company to each of the Directors for the same per-share price initially paid by Pendrell Holicity Holdings Corporation.
Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration Statement, respectively, and are incorporated herein by reference.
| Item 5.03. | Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
On August 4, 2020, in connection with the IPO, the Company adopted its Amended and Restated Certificate of Incorporation (the “Amended Charter”), as amended by Amendment No. 1 to the Amended and Restated Certificate of Incorporation (“Amendment No. 1”) (reporting a 1.1-to-1 stock split of the Class B Common Stock of the Company) effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference. A copy of Amendment No. 1 is attached as Exhibit 3.2 hereto and incorporated herein by reference.
A total of $275,000,000, comprised of $269,500,000 of the proceeds from the IPO (which amount includes $9,625,000 of the underwriters’ deferred discount) and $5,500,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any shares of Class A common stock included in the Units sold in the IPO (“public shares”) properly submitted in connection with a stockholder vote to amend the Company’s Amended Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of the public shares if the Company is unable to complete an initial business combination within 24 months from the closing of the IPO, subject to applicable law.
On August 5, 2020, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On August 7, 2020, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | | Description |
| 1.1 | | Underwriting Agreement, dated August 4, 2020, by and among the Company and Deutsche Bank Securities Inc. and BofA Securities, Inc. |
| 3.1 | | Amended and Restated Certificate of Incorporation. |
| 3.2 | | Amendment No. 1 to Amended and Restated Certificate of Incorporation. |
| 4.1 | | Warrant Agreement, dated August 4, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| 10.1 | | Letter Agreement, dated August 4, 2020, by and among the Company, its executive officers, its directors and Pendrell Holicity Holdings Corporation. |
| 10.2 | | Investment Management Trust Agreement, dated August 4, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.3 | | Registration Rights Agreement, dated August 4, 2020, by and among the Company, Pendrell Holicity Holdings Corporation and the other holders party thereto. |
| 10.4 | | Private Placement Warrants Purchase Agreement, dated August 4, 2020, by and among the Company and Pendrell Holicity Holdings Corporation. |
| 10.5 | | Administrative Services Agreement, dated August 4, 2020, by and between the Company and Pendrell Holicity Holdings Corporation. |
| 99.1 | | Press Release, dated August 5, 2020. |
| 99.2 | | Press Release, dated August 7, 2020. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Holicity Inc. |
| | | |
| | By: | /s/ Steve Ednie |
| | | Name: Steve Ednie |
| | | Title: Chief Financial Officer |
Dated: August 10, 2020
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