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FAII/U IPO Priced, commences trading NYSE
GRAF/Velodyne Lidar Presents @JPM and Oppenheimer
PACQ applied to list CVRs, listing waived as condition of combination
Item 8.01
Other Events
HighPeak Energy, Inc. (“HighPeak Energy”) has applied to list its contingent value rights (the “Contingent Value Rights”) on the Nasdaq Global Market, however there is no certainty that the necessary approvals to list the Contingent Value Rights will be obtained by the closing of the business combination (as defined below). On August 11, 2020, Pure Acquisition Corp. (the “Company”) announced that, in the event that HighPeak Energy’s Contingent Value Rights are not approved for listing on an exchange by the closing of the business combination, the parties to the Business Combination Agreement (as defined below) intend to waive the condition that the Contingent Value Rights be approved for listing in connection with the closing of the business combination.
Under the Business Combination Agreement, dated May 4, 2020 (as amended, the “Business Combination Agreement” and the transactions contemplated thereby, the “business combination”), by and among the Company, HighPeak Energy, Pure Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of HighPeak Energy (“MergerSub”), HighPeak Energy, LP, a Delaware limited partnership (“HighPeak I”), HighPeak Energy II, LP, a Delaware limited partnership (“HighPeak II”), HighPeak Energy III, LP, a Delaware limited partnership (“HighPeak III”), HPK Energy, LLC, a Delaware limited liability company (together with HighPeak I, HighPeak II and HighPeak III, the “HPK Contributors”), and solely for the limited purposes specified therein, HighPeak Energy Management, LLC, a Delaware limited liability company (“HPK Representative”), it is a condition to closing that the shares of HighPeak Energy common stock, warrants to purchase HighPeak Energy common stock, and Contingent Value Rights (as each such security is defined in the Business Combination Agreement) issuable as merger consideration in the business combination be approved for listing on either of the New York Stock Exchange or the Nasdaq Capital Market at the closing of the business combination. HighPeak Energy is endeavoring to have the Contingent Value Rights approved for listing (along with its other securities) on the Nasdaq Global Market, but in the event that it is unable to do so at the time of the closing of the business combination, the Company, HighPeak Energy and the HPK Contributors have agreed to waive the condition requiring the Contingent Value Rights to be approved for listing by such time.
In the event that the Contingent Value Rights are not approved for listing at the time of the closing of the business combination, HighPeak Energy intends to have the Contingent Value Rights quoted Over-The-Counter (OTC), while it works as expeditiously as possible to have them approved for listing on the national securities exchange in which HighPeak Energy’s common stock and warrants are listed.
https://www.sec.gov/Archives/edgar/data/1726293/000143774920017573/0001437749-20-017573-index.htm
DMYT/Rush Street to Host Joint Conference Call
Investor Conference Call Information
The investor conference call will be held tomorrow, Thursday, August 13, 2020 at 8:30 a.m. ET.Interested parties may listen to the call via telephone by dialing 1-877-407-4018, or for international callers, 1-201-689-8471. A telephone replay will be available from 11:30 a.m. ET on Thursday, August 13, 2020 and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671 and entering replay PIN number: 13708383.
https://blinks.bloomberg.com/news/stories/QEY9C63MMTC1
CCH/Utz Updated financial information, August presentation
https://www.sec.gov/Archives/edgar/data/1739566/000110465920093420/0001104659-20-093420-index.htm
FAII/U Prices $300M IPO
The units will be listed on the New York Stock Exchange and trade under the ticker symbol “FAII.U” beginning August 12, 2020. Each unit consists of one share of the Company’s Class A common stock and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A common stock and warrants are expected to be listed on the New York Stock Exchange under the symbols “FAII” and “FAII WS,” respectively.
HZAC.U files S-1/A#1 to file exhibits
https://www.sec.gov/Archives/edgar/data/1817071/000110465920093403/tm2025001-4_s1a.htm
FSDC files S-1MEF, registers 575,000 additional shares
https://www.sec.gov/Archives/edgar/data/1816736/000121390020021509/ea125404-s1mef_fsdevelopment.htm
DGNR.U files S-1/A#2
Update the unit structure from 1 share and 1/3rd of a warrant to one share and 1/4th of a warrant p.2
https://www.sec.gov/Archives/edgar/data/1818201/000114036120018170/0001140361-20-018170-index.htm
From yesterday:
FMCI/Ittella PREM14A filed, merger agreement amended
No record or meeting date; HSR early termination granted on 7/7 (no other regulatory approvals listed); the merger is expected to take place in early October
FMCI evaluated ~325 companies as possible targets, entered into confidentiality agreements with 40 companies (including Ittella) and submitted non-binding Letters of Intent o 6 companies (including Ittella), but ultimate decided to discontinue discussions with potential targets other than Ittella
Separately, FMCI announced that the merger agreement was amended on 8/10/20 to (i) identify an updated delivery deadline for the PCAOB Audited Financial Statements (as defined in the Merger Agreement) by Ittella Parent to the Company as August 14, 2020, (ii) address a scrivener’s error in the form of Registration Rights Agreement and add Project Lily, LLC as a party thereto, (iii) reflect White & Case LLP as primary counsel to Forum following the signing of the Merger Agreement, (iv) change the Termination Date in the Merger Agreement to November 15, 2020 and (v) carve out any Indebtedness (as defined in the Merger Agreement) of Forum or its subsidiaries paid off at the closing of the Business Combination (the “Closing”) through the funds flow from the definition of “Additional Available Cash Consideration” in Annex I of the Merger Agreement.
https://www.sec.gov/Archives/edgar/data/1741231/000121390020021437/prem14a0820_forummerger2.htm
https://www.sec.gov/Archives/edgar/data/1741231/000121390020021451/0001213900-20-021451-index.htm
GRSVU 8-K report closing of IPO, stock dividend and sale of private warrants
On August 10, 2020, the Company consummated the IPO of 52,500,000 units (the “Units”), including the issuance of 5,000,000 Units as a result of the underwriters’ partial exercise of their over-allotment option.
On August 5, 2020, the Company effected a stock dividend with respect to the Company’s Class F common stock, par value $0.0001 per share (“Class F Common Stock”), of 2,156,250 shares thereof, resulting in the Company’s initial stockholders holding an aggregate of 13,656,250 shares of Class F Common Stock.
Simultaneously with the closing of the IPO, the Company completed the private sale of 6,250,000 warrants (the “Private Placement Warrants”) at a purchase price of $2.00 per Private Placement Warrant, to the Company’s sponsor, Gores Sponsor V LLC (the “Sponsor”), generating gross proceeds to the Company of approximately $12,500,000.
https://www.sec.gov/Archives/edgar/data/1816816/000119312520216329/0001193125-20-216329-index.htm
FUSE/U announces Separate Trading of Its Common and Warrants
Commencing August 14, 2020, holders of the units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s common stock and warrants included in the units. The shares of common stock and warrants that are separated will trade on the New York Stock Exchange under the symbols “FUSE” and “FUSE WS,” respectively. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “FUSE.U.”
https://blinks.bloomberg.com/news/stories/QEX14J3RXUKH
PAIC/U S-1/A#1 filed, no material changes, no dates
https://www.sec.gov/Archives/edgar/data/1810560/000121390020021399/0001213900-20-021399-index.htm
LCAPU S-1/A#2 to include exhibits
https://www.sec.gov/Archives/edgar/data/1802450/000110465920093358/0001104659-20-093358-index.htm
ALGR 10-Q
As of December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. On April 21, 2020 the remaining cash held in the Trust Account was fully liquidate
10-Qs: SRAC, GNRS, PTAC, THCA, CHAQ, TRNE, IPV
NKLA 424B3 filed
To supplement 7/27/20 prospectus; relates to “the offer and sale from time to time by the selling securityholders named in the Prospectus or their donees, pledgees, transferees or other successors in interest (the “Selling Securityholders”) of up to 249,843,711 shares of our common stock, $0.0001 par value per share (“Common Stock”), which includes (i) up to 6,640,000 shares held by certain persons and entities (the “Original Holders”) holding shares of Common Stock initially purchased by VectoIQ Holdings, LLC (the “Sponsor”) and Cowen Investments II, LLC (“Cowen Investments” and, together with the Sponsor, the “Founders”) in a private placement in connection with the initial public offering of VectoIQ Acquisition Corp. and (ii) 243,203,711 shares held by certain affiliates of the Company”
https://www.sec.gov/Archives/edgar/data/1731289/000110465920093342/0001104659-20-093342-index.htm
To supplement 7/17/20 prospectus; relates to “the issuance by us of up to an aggregate of up to 23,890,000 shares of our common stock, $0.0001 par value per share (“Common Stock”), which consists of (i) up to 890,000 shares of Common Stock that are issuable upon the exercise of 890,000 warrants (the “Private Warrants”) originally issued in a private placement in connection with the initial public offering of VectoIQ and (ii) up to 23,000,000 shares of Common Stock that are issuable upon the exercise of 23,000,000 warrants (the “Public Warrants” and, together with the Private Warrants, the “Warrants”) originally issued in the initial public offering of VectoIQ.”; also relates to: “also relates to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of (i) up to 53,390,000 shares of Common Stock (including up to 890,000 shares of Common Stock that may be issued upon exercise of the Private Warrants) and (ii) up to 890,000 Private Warrants”
https://www.sec.gov/Archives/edgar/data/1731289/000110465920093340/0001104659-20-093340-index.htm