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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/09/21 Activate Permanent Capital Corp. S-1 23:3.3M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: S-1 Registration Statement (General Form) HTML 1.35M 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 169K 3: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 29K 4: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 75K 5: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 114K 6: EX-4.1 Instrument Defining the Rights of Security Holders HTML 19K 7: EX-4.2 Instrument Defining the Rights of Security Holders HTML 19K 8: EX-4.5 Instrument Defining the Rights of Security Holders HTML 106K 9: EX-4.6 Instrument Defining the Rights of Security Holders HTML 95K 10: EX-5.1 Opinion of Counsel re: Legality HTML 17K 11: EX-10.1 Material Contract HTML 46K 12: EX-10.2 Material Contract HTML 16K 13: EX-10.3 Material Contract HTML 67K 14: EX-10.4 Material Contract HTML 87K 15: EX-10.5 Material Contract HTML 37K 16: EX-10.6 Material Contract HTML 41K 17: EX-10.7 Material Contract HTML 91K 18: EX-10.8 Material Contract HTML 16K 19: EX-23.1 Consent of Expert or Counsel HTML 9K 20: EX-99.1 Miscellaneous Exhibit HTML 9K 21: EX-99.2 Miscellaneous Exhibit HTML 9K 22: EX-99.3 Miscellaneous Exhibit HTML 9K 23: EX-99.4 Miscellaneous Exhibit HTML 9K
tm2113926-3_s1 - block - 20.796999s |
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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6770
(Primary Standard Industrial
Classification Code Number) |
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86-2891423
(I.R.S. Employer
Identification Number) |
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| | |
Sarah K. Solum
Pamela L. Marcogliese Freshfields Bruckhaus Deringer US LLP 2710 Sand Hill Road Menlo Park, CA 94025 (650) 618-9250 |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
☒
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Smaller reporting company
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Emerging growth company
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Title of Each Class of Security Being Registered
|
| | |
Amount Being
Registered |
| | |
Proposed
Maximum Offering Price per Security(1) |
| | |
Proposed
Maximum Aggregate Offering Price(1) |
| | |
Amount of
Registration Fee |
| |||||||||
Units, each consisting of one share of Class A common
stock, $0.0001 par value, and one-third of one redeemable warrant(2) |
| | |
28,750,000 Units
|
| | | | $ | 10.00 | | | | | | $ | 287,500,000 | | | | | | $ | 31,366.25 | | |
Shares of Class A common stock included as part of the units(3)
|
| | |
28,750,000 Shares
|
| | | | | — | | | | | | | — | | | | | | | — (4) | | |
Redeemable warrants included as part of the units(3)
|
| | |
9,583,333 Warrants
|
| | | | | — | | | | | | | — | | | | | | | — (4) | | |
| | | | | | | | | | | | | | | | $ | 287,500,000 | | | | | | $ | 31,366.25 | | |
| | |
PER UNIT
|
| |
TOTAL
|
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 250,000,000 | | |
Underwriting discounts and commissions(1)
|
| | | $ | 0.55 | | | | | $ | 13,750,000 | | |
Proceeds, before expenses, to us
|
| | | $ | 9.45 | | | | | $ | 236,250,000 | | |
| BofA Securities | | |
Citigroup
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Nomura
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Page
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| | | | 1 | | | |
| | | | 44 | | | |
| | | | 45 | | | |
| | | | 82 | | | |
| | | | 86 | | | |
| | | | 87 | | | |
| | | | 89 | | | |
| | | | 90 | | | |
| | | | 97 | | | |
| | | | 139 | | | |
| | | | 151 | | | |
| | | | 153 | | | |
| | | | 155 | | | |
| | | | 170 | | | |
| | | | 181 | | | |
| | | | 190 | | | |
| | | | 190 | | | |
| | | | 190 | | | |
| | | | F-1 | | |
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| | |
Actual
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As Adjusted
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Balance Sheet Data: | | | | | | | | | | | | | |
Total assets
|
| | | $ | 505,116 | | | | | $ | 252,716,209 | | |
Total liabilities
|
| | | $ | 538,907 | | | | | $ | 8,750,000 | | |
Value of Class A common stock subject to possible redemption
|
| | | $ | — | | | | | $ | 238,966,200 | | |
Stockholder's equity (deficit)
|
| | | $ | (33,791) | | | | | $ | 5,000,009 | | |
| | |
Without
Over-Allotment Option |
| |
Over-Allotment
Option Fully Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 250,000,000 | | | | | $ | 287,500,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | | 8,500,000 | | | | | | 9,250,000 | | |
Total gross proceeds
|
| | | $ | 258,500,000 | | | | | $ | 296,750,000 | | |
Offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 5,000,000 | | | | | $ | 5,750,000 | | |
Legal fees and expenses
|
| | | | 350,000 | | | | | | 350,000 | | |
Accounting fees and expenses
|
| | | | 80,000 | | | | | | 80,000 | | |
SEC/FINRA Expenses
|
| | | | 74,991 | | | | | | 74,991 | | |
Travel and road show
|
| | | | 25,000 | | | | | | 25,000 | | |
NYSE listing and filing fees
|
| | | | 85,000 | | | | | | 85,000 | | |
Printing and engraving expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Miscellaneous
|
| | | | 95,009 | | | | | | 95,009 | | |
Total offering expenses (excluding underwriting commissions)
|
| | | $ | 750,000 | | | | | $ | 750,000 | | |
Proceeds after offering expenses
|
| | | $ | 252,750,000 | | | | | $ | 290,250,000 | | |
Held in trust account(3)
|
| | | $ | 250,000,000 | | | | | $ | 287,500,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account
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| | | $ | 2,750,000 | | | | | $ | 2,750,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any
business combination(5) |
| | | $ | 250,000 | | | | | | 9.09% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 125,000 | | | | | | 4.55% | | |
Director and Officer liability insurance premiums
|
| | | | 1,250,000 | | | | | | 45.45% | | |
Payment for office space, utilities and secretarial and administrative support and other services ($40,000 per month for up to 24 months)(6)
|
| | | | 960,000 | | | | | | 34.91% | | |
NYSE continued listing fees
|
| | | | 85,000 | | | | | | 3.09% | | |
Working capital to cover miscellaneous expenses (including taxes)
|
| | | | 80,000 | | | | | | 2.91% | | |
Total
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| | | $ | 2,750,000 | | | | | | 100.00% | | |
| | |
Without Over-
allotment |
| |
Exercise of
over-allotment option in full |
| ||||||
Public offering price
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| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
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| | | $ | (0.07) | | | | | $ | (0.07) | | |
Increase attributable to public stockholders
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| | | $ | 0.75 | | | | | $ | 0.66 | | |
Pro forma net tangible book value after this offering and the sale of the private
placement warrants |
| | | $ | 0.68 | | | | | $ | 0.59 | | |
Dilution to public stockholders
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| | | $ | 9.32 | | | | | $ | 9.41 | | |
Percentage of dilution to public stockholders
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| | | | 93.2% | | | | | | 94.1% | | |
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Shares Purchased
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Total Consideration
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Average Price
Per Share |
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| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
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Initial Stockholders(1)
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| | | | 6,250,000 | | | | | | 20.000% | | | | | $ | 25,000 | | | | | | 00.01% | | | | | $ | 0.004 | | |
Public Stockholders
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| | | | 25,000,000 | | | | | | 80.000% | | | | | | 250,000,000 | | | | | | 99.99% | | | | | $ | 10.000 | | |
| | | | | 31,250,000 | | | | | | 100.000% | | | | | $ | 250,025,000 | | | | | | 100.00% | | | | | | | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
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Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
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| | | $ | (538,907) | | | | | $ | (538,907) | | |
Net proceeds from this offering and sale of the private placement
warrants(1) |
| | | | 252,750,000 | | | | | | 290,250,000 | | |
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value
|
| | | | 505,116 | | | | | | 505,116 | | |
Less: Deferred underwriting commissions
|
| | | | (8,750,000) | | | | | | (10,062,500) | | |
Less: Proceeds held in trust subject to redemption(2)
|
| | | | (238,966,200) | | | | | | (275,153,700) | | |
| | | | $ | 5,000,009 | | | | | $ | 5,000,009 | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
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Denominator: | | | | | | | | | | | | | |
Shares of Class B common stock outstanding prior to this offering
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| | | | 7,187,500 | | | | | | 7,187,500 | | |
Shares of Class B common stock forfeited if over-allotment is not exercised
|
| | | | (937,500) | | | | | | — | | |
Shares of Class A common stock included in the units offered
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| | | | 25,000,000 | | | | | | 28,750,000 | | |
Less: Shares of Class A common stock subject to redemption
|
| | | | (23,896,620) | | | | | | (27,515,370) | | |
| | | | | 7,353,380 | | | | | | 8,422,130 | | |
| | | | ||||||||||
| | |
Actual
|
| |
As
Adjusted |
| ||||||
Note payable to related party(1)
|
| | | $ | 127,775 | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 8,750,000 | | |
Class A common stock subject to possible redemption; -0- and 23,896,620 shares, actual and as adjusted, respectively(2)
|
| | | | — | | | | | | 238,966,200 | | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value, 200,000,000 and 250,000,000 shares authorized, actual and as adjusted, respectively; -0- and 1,103,380 shares issued and outstanding (excluding -0- and 23,896,620 shares subject to possible redemption), actual and as adjusted, respectively
|
| | | | — | | | | | | 110 | | |
Class B common stock, $0.0001 par value, 20,000,000 shares authorized; 7,187,500 and 6,250,000 shares issued and outstanding, actual and as adjusted, respectively(3)
|
| | | | 719 | | | | | | 625 | | |
Additional paid-in capital
|
| | | | 24,281 | | | | | | 5,058,065 | | |
Accumulated deficit
|
| | | | (58,791) | | | | | | (58,791) | | |
Total stockholders’ equity (deficit)
|
| | | $ | (33,791) | | | | | $ | 5,000,009 | | |
Total capitalization
|
| | | $ | 93,984 | | | | | $ | 252,716,209 | | |
Type of Transaction
|
| |
Whether
Stockholder Approval is Required |
| |||
Purchase of assets
|
| | | | No | | |
Type of Transaction
|
| |
Whether
Stockholder Approval is Required |
| |||
Purchase of stock of target not involving a merger with the company
|
| | | | No | | |
Merger of target into a subsidiary of the company
|
| | | | No | | |
Merger of the company with a target
|
| | | | Yes | | |
| | |
Redemptions in Connection with
our Initial Business Combination |
| |
Other Permitted Purchases of
Public Shares by us or our Affiliates |
| |
Redemptions if we fail to
Complete an Initial Business Combination |
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately-negotiated transactions or in the open market prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. Such purchases will be made only to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions. | | | If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public share including, interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses)), divided by the number of then outstanding public shares. | |
| | |
Redemptions in Connection with
our Initial Business Combination |
| |
Other Permitted Purchases of
Public Shares by us or our Affiliates |
| |
Redemptions if we fail to
Complete an Initial Business Combination |
|
| | | proposed initial business combination. | | | | | | | |
Impact to remaining stockholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made there would be no impact to our remaining stockholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions. | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | $250,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account in the United States at Bank of America, N.A., with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $212,625,000 of the offering proceeds would be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | $250,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds
|
| | Interest on proceeds from the trust account to be paid to redeeming stockholders is reduced by (i) any taxes paid or payable, and (ii) in the event of our liquidation for failure to complete our initial business | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
| | | combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | | |
Limitation on fair value or net assets of target business
|
| | NYSE rules require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued
|
| | We expect the units will begin trading on or promptly after the date of this prospectus. The Class A common stock and public warrants will begin separate trading on the 52nd day following the date of this prospectus unless the representatives inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, an additional Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | No trading of the units or the underlying Class A common stock and public warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business | | | The warrants could be exercised prior to the completion of a business combination, but | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
| | | combination and 12 months from the closing of this offering. | | | securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor
|
| | We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. We intend to give approximately 30 days’ (but not less than 10 days’ nor more than 60 days’) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if it elects to remain a stockholder of the company or require the return of its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
| | | our initial business combination until the expiration of the tender offer period. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. | | | | |
Business combination deadline
|
| | If we are unable to complete an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right | | | If a business combination has not been completed within 18 months after the effective date of our registration statement, funds held in the trust or escrow account are returned to investors. | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
| | | to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | | | | |
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote
|
| | If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder (including our affiliates), together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this offering). Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell any Excess Shares in open market transactions. | | | Many blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. | |
Tendering stock certificates in connection with a tender offer or redemption rights
|
| | We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed initial business combination and check a box on the proxy card indicating such holders were | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
| | | our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have up to two business days prior to the vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. | | | seeking to exercise their redemption rights. After the business combination was approved, the Company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. | |
Release of funds
|
| | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest to occur of: | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
| | | (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of 100% of our public shares if we are unable to complete an initial business combination within the required time frame (subject to the requirements of applicable law). On the completion of our initial business combination, all amounts held in the trust account will be released to us, less amounts released to a separate account controlled by the trustee for disbursal to redeeming stockholders. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. | | | | |
Name
|
| |
Age
|
| |
Position
|
|
| |
64
|
| | Chair | | |
Tim Healy
|
| |
52
|
| | Chief Executive Officer and Director | |
Jake Susman
|
| |
47
|
| | Chief Operating Officer, Chief Financial Officer, and Director | |
John Woolard
|
| |
56
|
| | Director Nominee | |
Katie McGinty
|
| |
57
|
| | Director Nominee | |
April Salas
|
| |
40
|
| | Director Nominee | |
Tom King
|
| |
59
|
| | Director Nominee | |
Individual(1)
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| | Activate Capital | | | Investments | | | Managing Director and Founder | | |
| | | Element Partners | | | Investments | | | Managing Partner and Founder | |
| | |
Parsable, Inc.
Element Analytics
|
| |
Technology
Technology
|
| |
Director
Director
|
|
Tim Healy
|
| | Dynamo Energy Hub | | | Energy | | | Strategic Advisor | |
| | | inBalance | | | Energy Technology | | | Strategic Advisor | |
| | | LO3 Energy | | | Energy | | | Strategic Advisor | |
| | | Trilantic Capital Partners | | | Investments | | | Executive Advisor | |
| | | Packetized Energy | | | Energy Technology | | | Executive Advisor | |
| | | Activate Capital | | | Investments | | | Advisor | |
Jake Susman
|
| | Activate Capital | | | Investments | | | Advisor | |
John Woolard
|
| | Meridian Clean Energy, LLC | | | Power Generation | | |
Chief Executive Officer
|
|
| | | Activate Capital | | | Investments | | | Operating Partner | |
Katie McGinty
|
| | Johnson Controls International plc | | | Technology | | | Vice President and Chief Sustainability, Government and Regulatory Affairs Officer | |
April Salas
|
| | Re:Public | | | Risk Management | | |
Chief Operating Officer
|
|
Tom King
|
| | Entegrado Group, Inc. | | | Utility Services | | | Board Chair | |
| | | Allied Power Group | | | Utility Services | | | Board Chair | |
| | | Contract Land Staff | | | Utility Services | | | Board Chair | |
| | | AEA Investors | | | Investments | | | Executive Partner | |
| | |
Before Offering
|
| |
After Offering
|
| ||||||
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned(2) |
| |
Approximate
Percentage of Outstanding Common Stock |
| |
Number
of Shares Beneficially Owned(2) |
| |
Approximate
Percentage of Outstanding Common Stock |
|
APCC Sponsor LLC(3)
|
| |
7,187,500
|
| |
100.0%
|
| |
6,250,000
|
| |
20.0%
|
|
| | | | | | | | | | | | | |
Tim Healy
|
| | | | | | | | | | | | |
Jake Susman
|
| | | | | | | | | | | | |
John Woolard
|
| | | | | | | | | | | | |
Katie McGinty
|
| | | | | | | | | | | | |
April Salas
|
| | | | | | | | | | | | |
Tom King
|
| | | | | | | | | | | | |
All executive officers, directors and director nominees as a group (7 individuals)
|
| | | | | | | | | | | | |
Underwriter
|
| |
Number of
Units |
| |||
BofA Securities, Inc.
|
| | | | | | |
Citigroup Global Markets, Inc.
|
| | | | | | |
Nomura Securities International, Inc.
|
| | | | | | |
Total
|
| | | | 25,000,000 | | |
| | |
Per Unit(1)
|
| |
Total(1)
|
| ||||||||||||||||||
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | | | | $ | 250,000,000 | | | | | $ | 287,500,000 | | |
Underwriting Discounts and Commissions
|
| | | $ | 0.55 | | | | | $ | 0.55 | | | | | $ | 13,750,000 | | | | | $ | 15,812,500 | | |
Proceeds, before expenses, to us
|
| | | $ | 9.45 | | | | | $ | 9.45 | | | | | $ | 236,250,000 | | | | | $ | 271,687,500 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | | | | | ||||||||
| | |
(unaudited)
|
| |
(audited)
|
| ||||||
Assets: | | | | | | | | | | | | | |
Deferred offering costs associated with proposed public offering
|
| | | $ | 505,116 | | | | | $ | 25,000 | | |
Total assets
|
| | | $ | 505,116 | | | | | $ | 25,000 | | |
Liabilities and Stockholder’s Equity (Deficit): | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | — | | | | | $ | 416 | | |
Accrued expenses
|
| | | | 353,000 | | | | | | — | | |
Franchise tax payable
|
| | | | 58,132 | | | | | | — | | |
Note payable – related party
|
| | | | 127,775 | | | | | | — | | |
Total current liabilities
|
| | | | 538,907 | | | | | | 416 | | |
Commitments and Contingencies (Note 5) | | | | | | | | | | | | | |
Stockholder’s Equity (Deficit): | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding(1)
|
| | | | 719 | | | | | | 719 | | |
Additional paid-in capital
|
| | | | 24,281 | | | | | | 24,281 | | |
Accumulated deficit
|
| | | | (58,791) | | | | | | (416) | | |
Total stockholder’s equity (deficit)
|
| | | | (33,791) | | | | | | 24,584 | | |
Total Liabilities and Stockholder’s Equity (Deficit)
|
| | | $ | 505,116 | | | | | $ | 25,000 | | |
| | |
For the period from March 16, 2021 (inception) through
|
| |||||||||
| | | | | | ||||||||
| | |
(unaudited)
|
| |
(audited)
|
| ||||||
General and administrative expenses
|
| | | $ | 659 | | | | | $ | 416 | | |
Franchise tax expenses
|
| | | | 58,132 | | | | | | — | | |
Net loss
|
| | | $ | (58,791) | | | | | $ | (416) | | |
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 6,250,000 | | | | | | 6,250,000 | | |
Basic and diluted net loss per share
|
| | | $ | (0.01) | | | | | $ | (0.00) | | |
| | |
Common Stock
|
| |
Additional Paid-In
Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Equity (Deficit) |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – March 16, 2021
(inception) |
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor(1)
|
| | | | — | | | | | | — | | | | | | 7,187,500 | | | | | | 719 | | | | | | 24,281 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (416) | | | | | | (416) | | |
Balance – March 22, 2021
|
| | | | — | | | | | $ | — | | | | | | 7,187,500 | | | | | $ | 719 | | | | | $ | 24,281 | | | | | $ | (416) | | | | | $ | 24,584 | | |
Net loss (unaudited)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (58,375) | | | | | | (58,375) | | |
Balance – June 30, 2021 (unaudited)
|
| | | | — | | | | | $ | — | | | | | | 7,187,500 | | | | | $ | 719 | | | | | $ | 24,281 | | | | | $ | (58,791) | | | | | $ | (33,791) | | |
| | |
For the period from March 16, 2021 (inception) through
|
| |||||||||
| | | | | | ||||||||
| | |
(unaudited)
|
| |
(audited)
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (58,791) | | | | | $ | (416) | | |
Adjustments to reconcile net loss to net cash from operating activities:
|
| | | | | | | | | | | | |
General and administrative expenses paid by related party
under promissory note |
| | | | 659 | | | | | | — | | |
Changes in operating liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | | | | | | | | 416 | | |
Franchise tax payable
|
| | | | 58,132 | | | | | | | | |
Net cash used in operating activities
|
| | | | — | | | | | | — | | |
Net increase in cash
|
| | | | — | | | | | | — | | |
Cash – beginning of the period
|
| | | | — | | | | | | — | | |
Cash – end of the period
|
| | | $ | — | | | | | $ | — | | |
Supplemental disclosure of noncash activities: | | | | | | | | | | | | | |
Deferred offering costs paid by Sponsor in exchange for Class B common stock
|
| | | $ | 25,000 | | | | | $ | 25,000 | | |
Deferred offering costs included in accrued expenses
|
| | | $ | 353,000 | | | | | $ | — | | |
Deferred offering costs paid by related party under promissory note
|
| | | $ | 127,116 | | | | | $ | — | | |
|
SEC/FINRA expenses
|
| | | $ | 74,991 | | |
|
Accounting fees and expenses
|
| | | | 80,000 | | |
|
Printing and engraving expenses
|
| | | | 40,000 | | |
|
Travel and road show expenses
|
| | | | 25,000 | | |
|
Directors & officers liability insurance premiums(1)
|
| | | | 1,250,000 | | |
|
Legal fees and expenses
|
| | | | 350,000 | | |
|
NYSE listing and filing fees
|
| | | | 85,000 | | |
|
Miscellaneous
|
| | | | 95,009 | | |
|
Total
|
| | | $ | 2,000,000 | | |
|
Exhibit
|
| |
Description
|
|
| 1.1 | | | | |
| 3.1 | | | | |
| 3.2 | | | | |
| 3.3 | | | | |
| 4.1 | | | | |
| 4.2 | | | | |
| 4.3 | | | Specimen Public Warrant Certificate (included in Exhibit 4.5)* | |
| 4.4 | | | | |
| 4.5 | | | Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant* | |
| 4.6 | | | | |
| 5.1 | | | | |
| 10.1 | | | | |
| 10.2 | | | | |
| 10.3 | | | | |
| 10.4 | | | | |
| 10.5 | | | | |
| 10.6 | | | | |
| 10.7 | | | | |
| 10.8 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 24.1 | | | Power of Attorney* (contained on the signature page of this registration statement). | |
| 99.1 | | | | |
| 99.2 | | | | |
| 99.3 | | | | |
| 99.4 | | | Consent of Thomas King as director nominee* | |
| | | | ACTIVATE PERMANENT CAPITAL CORP. | | |||
| | | | By: | | |
/s/ Timothy G. Healy
Timothy G. Healy
Chief Executive Officer and Director |
|
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ Timothy G. Healy
|
| |
Chief Executive Officer and Director
(principal executive officer) |
| | | |
|
/s/ Jacob Susman
|
| |
Chief Financial Officer, Chief Operating Officer and Director
(principal financial and accounting officer) |
| | | |
|
/s/ David Lincoln
|
| |
Chair of the Board
|
| | |
This ‘S-1’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/22 | ||||
12/31/21 | ||||
9/18/21 | ||||
Filed on: | 7/9/21 | DRS | ||
6/30/21 | ||||
4/28/21 | ||||
4/26/21 | DRS | |||
3/31/21 | ||||
3/22/21 | ||||
3/16/21 | ||||
2/8/21 | ||||
12/4/20 | ||||
3/11/20 | ||||
1/31/20 | ||||
1/30/20 | ||||
1/1/19 | ||||
4/5/12 | ||||
List all Filings |