Lordstown and DiamondPeak (DPHC) Have Now Formalized Their Merger Agreement With the Official Approval of the SPAC’s Shareholders – What Happens Next?
Lordstown Motors, an American manufacturer of light-duty electric trucks, achieved a major milestone today as the shareholders of the Special Purpose Acquisition Company (SPAC), DiamondPeak Holdings Corp. (NASDAQ:DPHC), 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 RIDE.
Following five proposals were tabled during a special meeting of DiamondPeak’s shareholders:
- Business Combination Proposal: To approve and adopt the agreement with Lordstown as well as the merger plan
- Charter Proposal: To amend certification of incorporation in order to increase the number of authorized shares from 111 million to 312 million, consisting of 300 million Class A common shares and 12 million preferred shares. The amendment also seeks to eliminate certain provisions related to Class B common shares.
- Nasdaq Proposal: To approve the issuance of 78,867,856 Class A common shares to stockholders and option holders of Lordstown; to approve the issuance of 50 million Class A common shares to the SPAC’s PIPE investors at $10 per share; to approve the issuance of Class A common shares upon the conversion from Class B common shares; to approve to the issuance of up to 4 million Class A common shares upon the conversion of certain convertible promissory notes of Lordstown; to allow for the issuance of Class A common shares upon the exercise of warrants held by BGL (the entity is entitled to purchase 1 percent of the outstanding common shares of DiamondPeak).
- The Director Election Proposal: To elect 9 directors to serve on the board
- The 2020 Incentive Plan Proposal: To adopt the 2020 Equity Incentive Plan
DiamondPeak shareholders have now approved all 5 proposals, paving the way for the closure of the merger agreement with Lordstown Motors.
This brings us to the crux of the matter. DiamondPeak’s existing shares – as well as those awarded to Lordstown during the course of this merger – will start to trade on the stock exchange under a new ticker symbol – RIDE – most probably on Monday (26th of October) after the completion of the agreement on the 23rd of October. Accordingly, DiamondPeak’s Class A common shares and public warrants that traded under the symbols, DPHC and DPHC WS, will resume trading under the symbols, RIDE and RIDE WS, respectively. Moreover, the combined company will officially adopt the name Lordstown Motors Corp.
Bear in mind that each public warrant (1 whole warrant) will now entitle its holder to purchase 1 Class A common share of the combined company at a price of $11.50 per share. These warrants will become exercisable – following a declaration of effectiveness by the SEC – 30 days after the merger achieves closure and the exercise window will remain open for 5 years from the date of closure. Warrants awarded to BGL, however, will remain exercisable for a period of 3 years. Once these warrants become exercisable, Lordstown may redeem these securities for cash by issuing a notice 30 days in advance. For this to occur though, the following condition must be met:
“If, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders.”
In another caveat, detailed by DiamondPeak in its prospectus, all outstanding warrants may be redeemed for Lordstown’s Class A common shares 90 days after these warrants become exercisable. Again, 30-day advance notice will be issued in the case of such an eventuality which will have to meet the following condition:
“If, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders.”
Finally, the prospectus has also defined the lock-up period for the shares issued to various parties as a part of this merger with Lordstown. Accordingly, deal sponsors will face a lock-up period of 1 year following the closing of the business combination. On the other hand, shares awarded to GM, Workhorse Group, and BGL will face a lock-up period of 6 months following the closure. Moreover, Class A common shares held by Stephen S. Burns will face a general lock-up of 1 year while 50 percent of these shares will be restricted from being sold for a period of 2 years following the consummation of the business combination.
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