Fisker and Spartan Energy Acquisition (SPAQ) Have Now Formalized Their Merger Agreement – the Shares Will Start Trading Under the Ticker Symbol FSR in the Next Few Days
Fisker, the company aiming to retail sustainability-focused EVs, has achieved a major milestone today as the shareholders of the Special Purpose Acquisition Company (SPAC), Spartan Energy Acquisition Corp. (NYSE:SPAQ), have now officially approved the proposed business combination, paving the way for the shares of the combined company to list on the stock exchange under the ticker symbol FSR.
Following proposals were tabled during a special meeting of Spartan’s shareholders:
- Business Combination Proposal: To approve the proposed merger with Fisker
- Charter Proposals: To increase the number of authorized Class A shares to 750 million, the number of authorized Class B shares to 150 million, and the number of authorized preferred shares to 15 million; to approve a dual-class stock structure where Class B shares will carry 10 votes per share while Class A common shares will only carry 1 vote per share; to approve the elimination of certain charter provisions that will no longer be applicable.
- NYSE Proposal: To approve the issuance of 46,318,959 (46.318 million) Class A common shares to historical rollover stockholders and option holders; to approve the issuance of 129,122,242 (129.122 million) Class B common shares to Henrik Fisker and Dr. Geeta Gupta; to approve the issuance and sale of 50,000,000 (50 million) Class A common shares to providers of PIPE Financing.
- The 2020 Plan Proposal: To consider and vote upon a proposal to approve and adopt the 2020 Plan.
- The ESPP Proposal: To consider and vote upon a proposal to approve and adopt the ESPP.
- The Director Election Proposal: To consider and vote upon a proposal to elect two directors to serve until the 2021 annual meeting of stockholders, three directors to serve until the 2022 annual meeting of stockholders, and two directors to serve until the 2023 annual meeting of stockholders.
- The Adjournment Proposal: To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates.
(Note: Spartan listed each charter proposal under a separate category but I've chosen to amalgamate them under one category for convenience, hence, the total number of proposals has reduced to 7 from 9)
Spartan Energy Acquisition shareholders have now approved all proposals, paving the way for the closure of the merger agreement with Fisker.
On the 15th of October, Fisker announced that it will leverage Magna Steyr’s FM29 EV platform “to deliver class-leading range, interior space with third-row seating and overall vehicle performance”. Moreover, the company is attempting to retail its signature Ocean SUV for $37,499. As a refresher, the Fisker Ocean SUV is a “five-passenger vehicle with potentially a 250- to over 300-mile range and state-of-the-art autonomous driving capabilities”. The company claims that the EV will offer a high degree of sustainability through the use of “recycled rubber, eco-suede interior trim made from recycled polyester, and carpeting from fishing nets and bottles recycled from ocean waste, among many other sustainable features” (more details can be found on page 173 of this prospectus). The production of the Ocean SUV is currently slated for Q4 2022.
— Henrik Fisker (@henrikfisker) October 27, 2020
On the 27th of October, Fisker announced that around $550 million out of the original $552 million in Spartan’s trust account will remain available to the combined company. This announcement was made following the conclusion of the SPAC’s share redemption window. Additionally, the combined company will also have access to $500 million in PIPE financing, resulting in a net cash balance of over $1 billion. Fisker will utilize this cash pile to fund its operations as well as the production of the Ocean SUV.
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