Item 1.01. Entry into a Material Definitive Agreement.
On January 12, 2021, Prospector Capital Corp. (the "Company") consummated its
initial public offering ("IPO") of 32,500,000 (the "Units"), including the
issuance of 2,500,000 Units as a result of the underwriters' exercise in part of
their option to purchase additional Units. Each Unit consists of one Class A
ordinary share of the Company, par value $0.0001 per share ("Class A ordinary
shares"), and one-third of one redeemable warrant of the Company ("Warrant"),
with each whole Warrant entitling the holder thereof to purchase one Class A
ordinary share for $11.50 per share, subject to adjustment. The Units were sold
at a price of $10.00 per Unit, generating gross proceeds to the Company of
$325,000,000.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-251523) for the IPO, filed with the U.S.
Securities and Exchange Commission (the "Commission") on December 18, 2020 (as
amended, the "Registration Statement"), with the exception of the Private
Placement Warrants Purchase Agreement:
? An Underwriting Agreement, dated January 7, 2021, by and between the Company
and Goldman Sachs & Co. LLC, as representative of the several underwriters, a
copy of which is attached as Exhibit 1.1 hereto and incorporated herein by
reference.
? A Warrant Agreement (the "Warrant Agreement"), dated January 7, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as warrant
agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated
herein by reference.
? A Letter Agreement, dated January 7, 2021 (the "Letter Agreement"), by and
among the Company, its officers, its directors and Prospector Sponsor LLC, a
copy of which is attached as Exhibit 10.1 hereto and incorporated herein by
reference.
? An Investment Management Trust Agreement, dated January 7, 2021, by and between
the Company and Continental Stock Transfer & Trust Company, as trustee, a copy
of which is attached as Exhibit 10.2 hereto and incorporated herein by
reference.
? A Registration Rights Agreement, dated January 7, 2021, by and among the
Company, Prospector Sponsor LLC and the other holders party thereto, a copy of
which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
? An Administrative Services Agreement, dated January 7, 2021, by and between the
Company and Prospector Sponsor LLC, a copy of which is attached as Exhibit 10.4
hereto and incorporated herein by reference.
? A Private Placement Warrants Purchase Agreement, dated January 7, 2021, by and
among the Company and Prospector Sponsor LLC (the "Private Placement Warrants
Purchase Agreement"), a copy of which is attached as Exhibit 10.5 hereto and
incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement
Warrants Purchase Agreement, the Company completed the private sale of an
aggregate of 500,000 private placement warrants to Prospector Sponsor LLC at a
purchase price of $1.50 per private placement warrant, generating gross proceeds
to the Company of $750,000 (the "Pricing Private Placement"). The private
placement warrants are identical to the Warrants sold in the IPO, except that
the private placement warrants, so long as they are held by Prospector Sponsor
LLC or its permitted transferees, (i) are not redeemable by the Company except
as set forth in the Warrant Agreement, (ii) may not (including the Class A
ordinary shares issuable upon exercise of such private placement warrants),
subject to certain limited exceptions, be transferred, assigned or sold by such
holders until 30 days after the completion of the Company's initial business
combination, (iii) may be exercised by the holders on a cashless basis and (iv)
will be entitled to registration rights. No underwriting discounts or
commissions were paid with respect to such sales. The Pricing Private Placement
was made pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933, as amended.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 7, 2021, in connection with the IPO, Steve Altman, Jonathan A. Levy
and Ron Lumbra were appointed to the board of directors of the Company (the
"Board"). Messrs. Altman, Levy and Lumbra are independent directors. Effective
January 7, 2021, Messrs. Altman, Levy and Lumbra were also appointed to the
Board's Audit Committee, with Mr. Levy serving as chair of the Audit Committee,
and Messrs. Altman and Lumbra were appointed to the Board's Compensation
Committee, with Mr. Lumbra serving as chair of the Compensation Committee.
Following the appointment of Messrs. Altman, Levy and Lumbra, the Board is
comprised of the following three classes: the term of office of the first class
of directors, Class I, consists of Mr. Altman and will expire at the Company's
first annual meeting of shareholders; the term of office of the second class of
directors, Class II, consists of Messrs. Levy and Lumbra and will expire at the
Company's second annual meeting of shareholders; and the term of office of the
third class of directors, Class III, consists of Derek Aberle and Nick Stone and
will expire at the Company's third annual meeting of shareholders.
On January 7, 2021, in connection with their appointments to the Board, each
director entered into the Letter Agreement as well as an indemnity agreement
with the Company in the form previously filed as Exhibit 10.4 to the
Registration Statement.
Other than the foregoing, none of the directors are party to any arrangement or
understanding with any person pursuant to which they were appointed as
directors, nor are they party to any transactions required to be disclosed under
Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity
agreement do not purport to be complete and are qualified in their entireties by
reference to the Letter Agreement and form of indemnity agreement, copies of
which are attached as Exhibit 10.1 hereto and Exhibit 10.4 to the Registration
Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws.
On January 7, 2021, in connection with the IPO, the Company adopted its Amended
and Restated Memorandum and Article of Association (the "Amended Charter"),
effective the same day. The terms of the Amended Charter are set forth in the
Registration Statement and are incorporated herein by reference. A copy of the
Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by
reference.
Item 8.01. Other Events.
A total of $325,000,000, comprised of $318,500,000 of the proceeds from the IPO
(which amount includes $11,375,000 of the underwriters' deferred discount) and
$6,500,000 of the proceeds of sales of the private placement warrants to
Prospector Sponsor LLC, including the Pricing Private Placement, was placed in a
U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by
Continental Stock Transfer & Trust Company, 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 taxes, the funds held in the trust account
will not 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 Class A ordinary shares included in the Units sold in the IPO ("public
shares") properly tendered in connection with a shareholder vote to amend the
Company's Amended Charter to modify the substance or timing of the Company's
obligation to allow redemption in connection with its initial business
combination 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 or with respect to any other material provisions relating to
shareholders' rights or pre-initial business combination activity and (iii) the
redemption of the public shares if the Company is unable to complete an initial
business combination within 24 months from the closing of the IPO, subject to
applicable law.
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On January 7, 2021, the Company issued a press release announcing the pricing of
the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On January 12, 2021, the Company issued a press release announcing the closing
of the IPO and the exercise of the underwriters' option to purchase 2,500,000
additional Units, a copy of which is attached as Exhibit 99.2 to this Current
Report on Form 8-K.
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