Item 1.01 Entry Into a Material Definitive Agreement
On June 12, 2021, Fisker Group Inc., a Delaware corporation ("Fisker"), a
wholly-owned direct subsidiary of Fisker Inc. (the "Company"), entered into a
Detailed Manufacturing Agreement (the "Agreement") with Magna Steyr
Fahrzeugtechnik AG & Co KG, a limited liability partnership established and
existing under the laws of Austria ("Magna Steyr"), an affiliate of Magna
International Inc. ("Magna").
On October 14, 2020, Fisker and the Company (f/k/a Spartan Energy Acquisition
Corp.) entered into a cooperation agreement with Magna setting forth certain
terms for the development of a full electric vehicle (the "Cooperation
Agreement"). The Cooperation Agreement set out the main terms and conditions of
certain operational phase agreements (the "Operational Phase Agreements") that
extend from the Cooperation Agreement and other agreements with Magna that have
been or are expected to be entered into by and between the Company and Magna (or
its affiliates). On December 17, 2020, the Company announced that Fisker entered
into (i) a non-exclusive car platform sharing agreement with Steyr USA LLC (an
affiliate of Magna), and (ii) an initial contract manufacturing agreement with
Magna (the "Initial CMA"), which were originally contemplated by the Cooperation
Agreement. Upon entering into the Agreement, Magna met the second milestone to
vest in 6,484,993 warrants underlying the Company's Class A common stock
pursuant to the terms of that warrant entered into between the parties in
connection with the Cooperation Agreement.
The Agreement stipulates the terms and conditions under which Magna will
manufacture and deliver electric vehicles to, and provide related services for,
Fisker and supersedes the Initial CMA. Fisker and Magna intend to perform the
work under the Agreement in four phases: (i) a planning, pre-serial phase,
(ii) a launch phase, (iii) a serial production phase and (iv) a post-serial
production phase. The Agreement continues until March 31, 2029, subject to
rights of extension and earlier termination as set forth in the Agreement.
The foregoing summary of the material terms of the Agreement is qualified in its
entirety by reference to the full text of the Agreement, which is attached
hereto as Exhibit 10.1 and incorporated herein by reference. The Company issued
a press release on June 17, 2021, announcing the Agreement, which is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
10.1* Detailed Manufacturing Agreement effective June 12, 2021 by
and between Fisker Group Inc. and Magna Steyr Fahrzeugtechnik
AG & Co KG
99.1 Press Release dated June 17, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL)
* Certain portions of this Exhibit (indicated by "[***]") have been omitted
pursuant to Regulation S-K, Item (601)(b)(10). The schedules and exhibits to
this Exhibit have been omitted in accordance with Regulation S-K, Item
601(a)(5). The Company agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the Securities and Exchange Commission upon its request.
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