Item 1.01. Entry into a Material Definitive Agreement.
On January 11, 2021, the registration statement on Form S-1 (File
No. 333-251650) relating to the initial public offering (the "IPO") of 890 5th
Avenue Partners, Inc., a Delaware corporation (the "Company"), was declared
effective by the U.S. Securities and Exchange Commission (the "Registration
Statement").
On January 14, 2021, the Company consummated the IPO of 28,750,000 units
("Units"), which included the full exercise of the underwriters' over-allotment
option. Each Unit consists of one share of Class A common stock, par value
$0.0001 per share ("Class A Common Stock"), and one-third of one redeemable
warrant ("Warrant"), each whole Warrant entitling the holder thereof to purchase
one share of Class A Common Stock at an exercise price of $11.50 per share,
subject to adjustment. The Units were sold at an offering price of $10.00 per
Unit, generating gross proceeds to the Company of $287,500,000.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Registration Statement:
? Underwriting Agreement, dated January 11, 2021, between the Company and
Cowen and Company, LLC and Craig-Hallum Capital Group LLC
("Craig-Hallum"), as representatives of the underwriters, a copy of
which is attached as Exhibit 1.1 hereto and incorporated herein by
reference;
? Warrant Agreement, dated January 11, 2021, between the Company and
Continental Stock Transfer & Trust Company ("Continental"), as warrant
agent, a copy of which is attached as Exhibit 4.1 hereto and
incorporated herein by reference;
? Letter Agreement, dated January 11, 2021, among the Company, 200 Park
Avenue Partners, LLC (the "Sponsor"), PA 2 Co-Investment LLC ("PA 2
Co-Investment"), Craig-Hallum, John Lipman and each of the executive
officers, directors and initial stockholders of the Company, a copy of
which is attached as Exhibit 10.1 hereto and incorporated herein by
reference;
? Investment Management Trust Agreement, dated January 11, 2021, between
the Company and Continental, as trustee, a copy of which is attached as
Exhibit 10.2 hereto and incorporated herein by reference;
? Registration Rights Agreement, dated January 11, 2021, among the
Company, the Sponsor and certain security holders, a copy of which is
attached as Exhibit 10.3 hereto and incorporated herein by reference;
? Unit Subscription Agreement, dated January 11, 2021, between the
Company and the Sponsor, a copy of which is attached as Exhibit 10.4
hereto and incorporated herein by reference;
? Unit Subscription Agreement, dated January 11, 2021, between the
Company and PA 2 Co-Investment, a copy of which is attached as
Exhibit 10.5 hereto and incorporated herein by reference;
? Unit Subscription Agreement, dated January 11, 2021, between the
Company and Craig-Hallum, a copy of which is attached as Exhibit 10.6
hereto and incorporated herein by reference;
? Unit Subscription Agreement, dated January 11, 2021, between the
Company and John Lipman, a copy of which is attached as Exhibit 10.7
hereto and incorporated herein by reference; and
? Indemnity Agreements, each dated January 11, 2021, between the Company
and each of the officers and directors of the Company, the form of
which is attached as Exhibit 10.8 hereto and incorporated herein by
reference.
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Item 3.02. Unregistered Sales of Equity Securities.
On January 14, 2021, simultaneously with the consummation of the IPO, the
Company consummated the private placement of an aggregate of 777,500 units (the
"Private Placement Units") to the Sponsor, PA 2 Co-Investment, Craig-Hallum and
John Lipman at a price of $10.00 per Private Placement Unit, generating total
gross proceeds of $7,775,000 (the "Private Placement"). No underwriting
discounts or commissions were paid with respect to the Private Placement. The
Private Placement was conducted as a non-public transaction and, as a
transaction by an issuer not involving a public offering, is exempt from
registration under the Securities Act in reliance upon Section 4(a)(2) of the
Securities Act. In the Private Placement, the Sponsor purchased 657,500 Private
Placement Units, PA 2 Co-Investment purchased 84,000 Private Placement Units,
Craig-Hallum purchased 18,000 Private Placement Units and John Lipman purchased
18,000 Private Placement Units. The Private Placement Units are identical to the
Units, except that the Private Placement Units (including the underlying
securities) are subject to certain transfer restrictions and the holders thereof
are entitled to certain registration rights, and, if held by the original holder
or their permitted assigns, the underlying warrants (i) may be exercised on a
cashless basis, (ii) are not subject to redemption and (iii) with respect to
such warrants held by PA 2 Co-Investment, Craig-Hallum and John Lipman, will not
be exercisable more than five years from the commencement of sales in the IPO.
If the Private Placement Units are held by holders other than the initial
purchasers or their permitted transferees, then the warrants included in the
Private Placement Units will be redeemable by the Company and exercisable by the
holders on the same basis as the warrants included in the Units sold in the IPO.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of January 11, 2021, Linda Yaccarino, Scott Flanders, David Bank,
Kelli Turner and Jon Jashni were appointed to the board of directors of the
Company. Additional information regarding, among other things, each individual's
background, board committee membership and compensatory arrangements is
contained in the Registration Statement and is incorporated herein by reference.
Effective as of January 11, 2021, Michael Del Nin was appointed as the Chief
Financial Officer and Chief Operating Officer of the Company. Additional
information regarding, among other things, such individual's background and
compensatory arrangements is contained in the Registration Statement and is
incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On January 11, 2021, the Company filed its amended and restated certificate of
incorporation (the "Certificate of Incorporation") with the Secretary of State
of the State of Delaware, which was effective the same day. Among other things,
the Certificate of Incorporation authorizes the issuance of (a) up to
525,000,000 shares of common stock, including (i) 500,000,000 shares of Class A
Common Stock and (ii) 25,000,000 shares of Class F common stock, par value
$0.0001 per share, and (b) up to 5,000,000 shares of preferred stock, par value
$0.0001 per share. The terms of the Certificate of Incorporation are set forth
in the Registration Statement and are incorporated herein by reference. The
foregoing description of the Certificate of Incorporation is qualified in its
entirety by reference to the full text of the Certificate of Incorporation,
which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
On January 11, 2021, the board of directors of the Company and the stockholders
of the Company approved the amendment and restatement of the Company's bylaws
(the "Amended and Restated Bylaws") in connection with the IPO. The Amended and
Restated Bylaws set the size of the board of directors of the Company at seven
members, which size may be amended from time to time by the board of directors
of the Company. The terms of the Amended and Restated Bylaws are set forth in
the Registration Statement and are incorporated herein by reference. The
foregoing description of the Amended and Restated Bylaws is qualified in its
entirety by reference to the full text of the Amended and Restated Bylaws, which
is attached as Exhibit 3.2 hereto and is incorporated herein by reference.
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Item 8.01. Other Events.
A total of $287,500,000 of the net proceeds from the IPO and the Private
Placement was placed in a trust account established for the benefit of the
Company's public stockholders (the "Trust Account"), with Continental 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 franchise and income tax
obligations and up to $100,000 of interest to pay dissolution expenses, none of
the funds held in the Trust Account will 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 tendered in connection
with a stockholder vote to amend the Certificate of Incorporation to modify the
substance or timing of the Company's obligation to provide holders of the public
shares the right to have their shares redeemed or 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, and (iii) the redemption of the public
shares if the Company does not complete an initial business combination within
24 months from the closing of the IPO, subject to applicable law.
On January 11, 2021, the Company issued a press release announcing the pricing
of the IPO, a copy of which is attached as Exhibit 99.1 hereto and incorporated
herein by reference.
On January 14, 2021, the Company issued a press release announcing the closing
of the IPO, a copy of which is attached as Exhibit 99.2 hereto and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated January 11, 2021, between the Company
and Cowen and Company, LLC and Craig-Hallum Capital Group LLC.
3.1 Amended and Restated Certificate of Incorporation of the Company.
3.2 Amended and Restated Bylaws of the Company.
4.1 Warrant Agreement, dated January 11, 2021, between the Company and
Continental Stock Transfer & Trust Company.
10.1 Letter Agreement, dated January 11, 2021, among the Company, 200 Park
Avenue Partners, LLC, PA 2 Co-Investment LLC, John Lipman and each of
the executive officers, directors and initial stockholders of the
Company.
10.2 Investment Management Trust Agreement, dated January 11, 2021, between
the Company and Continental Stock Transfer & Trust Company.
10.3 Registration Rights Agreement, dated January 11, 2021, among the
Company, 200 Park Avenue Partners, LLC and certain securityholders.
10.4 Private Placement Unit Purchase Agreement, dated January 11, 2021,
between the Company and 200 Park Avenue Partners, LLC.
10.5 Private Placement Unit Purchase Agreement, dated January 11, 2021,
between the Company and PA 2 Co-Investment LLC.
10.6 Private Placement Unit Purchase Agreement, dated January 11, 2021,
between the Company and Craig-Hallum Capital Group LLC.
10.7 Private Placement Unit Purchase Agreement, dated January 11, 2021,
between the Company and John Lipman.
10.8 Form of Indemnity Agreement.(1)
99.1 Press release, dated January 11, 2021.
99.2 Press release, dated January 14, 2021.
(1) Incorporated by reference to Exhibit 10.7 to the Registrant's Form S-1 (File
No. 333-251650), filed with the SEC on January 6, 2021.
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