CANOO INC. Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement and Plan of Reorganization
On
Conversion of Securities
Immediately prior to the effective time of the First Merger (the "Effective
Time"), the Company will cause each preference share of the Company, par value
At the Effective Time, by virtue of the First Merger and without any action on the part of HCAC, First Merger Sub, the Company or the holders of any of the following securities:
(a) each Company Ordinary Share (including each Company Ordinary Share subject to
forfeiture restrictions or other restrictions (each, a "Company Restricted
Share"), and including Company Ordinary Shares resulting from the conversion
of Company Preferred Shares described above) that is issued and outstanding
immediately prior to the Effective Time will be canceled and converted into
(i) the right to receive the number of shares of common stock of HCAC, par
value $0.0001 per share designated as Class A common stock ("HCAC Class A
Common Stock") equal to the Exchange Ratio (as defined below), and (ii) the
contingent right to receive a number of shares of HCAC Class A Common Stock,
as described further below (such shares, the "Earnout Shares"), (which
consideration, collectively, shall hereinafter be referred to as the "Per
Share Merger Consideration"); provided, however, that each share of HCAC
Class A Common Stock issued in exchange for Company Restricted Shares will be
subject to the terms and conditions giving rise to a substantial risk of
forfeiture that applied to such Company Restricted Shares immediately prior
to the Effective Time to the extent consistent with the terms of such Company
Restricted Shares;
(b) each Company Ordinary Share (including the Company Restricted Shares, as
applicable) and Company Preferred Share (collectively, the "Company Shares")
held in the treasury of the Company will be cancelled without any conversion
thereof and no payment or distribution will be made with respect thereto;
(c) each ordinary share of First Merger Sub, par value
outstanding immediately prior to the Effective Time will be converted into
and exchanged for one validly issued, fully paid and nonassessable share of
common stock, par value
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(d) each option to purchase Company Ordinary Shares, whether or not vested, that
is outstanding immediately prior to the Effective Time (each, a "Company
Option") will be assumed by HCAC and converted into (i) an option to purchase
shares of HCAC Class A Common Stock (each, a "Converted Option"), and (ii)
the contingent right to receive a number of Earnout Shares following the
closing of the Mergers (the "Closing"). Each Converted Option will have and
be subject to the same terms and conditions (including vesting and
exercisability terms) as were applicable to such Company Option immediately
before the Effective Time, except that (A) each Converted Option will be
exercisable for that number of shares of HCAC Class A Common Stock equal to
the product (rounded down to the nearest whole number) of (1) the number of
Company Ordinary Shares subject to the Company Option immediately before the
Effective Time and (2) the Exchange Ratio; and (B) the per share exercise
price for each share of HCAC Class A Common Stock issuable upon exercise of
the Converted Option will be equal to the quotient (rounded up to the nearest
whole cent) obtained by dividing (1) the exercise price per share of Company
Ordinary Shares of such Company Option immediately before the Effective Time
by (2) the Exchange Ratio; and
(e) each award of restricted stock units to acquire Company Ordinary Shares
(collectively "Company RSUs") that is outstanding immediately prior to the
Effective Time will be assumed by HCAC and converted into (i) an award of
restricted share units to acquire shares of HCAC Class A Common Stock (each,
a "Converted RSU Award"), and (ii) the contingent right to receive a number
of Earnout Shares following the Closing. Each Converted RSU Award will have
and be subject to the same terms and conditions (including vesting and
exercisability terms) as were applicable to such award of Company RSUs
immediately before the Effective Time, except that each Converted RSU Award
will represent the right to acquire that number of shares of HCAC Class A
Common Stock equal to the product (rounded down to the nearest whole number)
of (A) the number of Company Ordinary Shares subject to the Company RSU award
immediately before the Effective Time and (B) the Exchange Ratio.
(f) The following terms shall have the respective meanings ascribed to them
below:
(i) "Exchange Ratio" means the following ratio: the quotient obtained by dividing
(A) the Company Merger Shares (as defined below) by (B) the Company
Outstanding Shares (as defined below).
. . .
Item 3.02 Unregistered Sales of
The disclosure set forth above under the heading "Subscription Agreements" in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The shares of HCAC Class A Common Stock to be issued in the PIPE in connection with the Closing will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is a copy of the joint press release issued
Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is the investor presentation dated
The foregoing Exhibits 99.1, 99.2 and 99.3 and the information set forth therein are being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
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Additional Information About the Transactions and Where To Find It
In connection with the Transactions, HCAC intends to file the Registration
Statement with the
Participants in the Solicitation
HCAC, the Company and certain of their respective directors, executive officers
and other members of management and employees may, under
Forward Looking Statements
This report includes, or incorporates by reference, "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as "estimate," "plan," "project,"
"forecast," "intend," "will," "expect," "anticipate," "believe," "seek,"
"target" or other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding estimates and
forecasts of financial and performance metrics, projections of market
opportunity and market share, expectations and timing related to commercial
product launches, potential benefits of the Transactions and the potential
success of the Company's go-to-market strategy, and expectations related to the
terms and timing of the Transactions. These statements are based on various
assumptions, whether or not identified in this report, and on the current
expectations of the Company's and HCAC's management and are not predictions of
actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of the Company and HCAC. These
forward-looking statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market, financial, political
and legal conditions; the inability of the parties to successfully or timely
consummate the Transactions, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the expected
benefits of the Transactions or that the approval of the stockholders of HCAC or
the Company is not obtained; failure to realize the anticipated benefits of the
Transactions; risks relating to the uncertainty of the projected financial
information with respect to the Company; risks related to the rollout of the
Company's business and the timing of expected business milestones and commercial
launch; risks related to future market adoption of the Company's offerings;
risks related to the Company's go-to-market strategy and subscription business
model; the effects of competition on the Company's future business; the amount
of redemption requests made by HCAC's public stockholders; the ability of HCAC
or the combined company to issue equity or equity-linked securities in
connection with the Transactions or in the future, and those factors discussed
in HCAC's final prospectus filed on
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Number Description 2.1* Merger Agreement and Plan of Reorganization, dated as ofAugust 17, 2020 , by and amongHennessy Capital Acquisition Corp. IV ,HCAC IV First Merger Sub, Ltd. ,HCAC IV Second Merger Sub, LLC andCanoo Holdings Ltd. 10.1 Form of Shareholder Support Agreement 10.2 Voting and Support Agreement, dated as ofAugust 17, 2020 , by and amongCanoo Holdings Ltd. ,Hennessy Capital Partners IV LLC and the stockholders ofHennessey Capital Acquisition Corp. IV set forth therein. 10.3 Form of Subscription Agreement 10.4 Sponsor Warrant Exchange and Share Cancellation Agreement, dated as ofAugust 17, 2020 , by and betweenHennessy Capital Partners IV LLC andHennessy Capital Acquisition Corp. IV . 99.1 Joint Press Release issuedAugust 18, 2020 99.2 Investor Presentation datedAugust 2020
* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Hennessy
omitted schedule to the
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