What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2021-05-13 compared with 2020-11-12 · 8 added, 41 removed, 2 unchanged (96% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

June 30, 2020, our Sponsor purchased 2,875,000 shares of our Company’s Class B common stock, par value $0.0001 per share,

(the “Founder Shares”) for an aggregate price of $25,000.

On July 24, 2020, our Sponsor transferred 30,000 Founder

Shares to each of its independent director nominees at their original per-share purchase price, for an aggregate of 90,000 Founder

Shares transferred.

On August 11, 2020, we effected a 1:1.05 stock split of the Class B common stock, resulting in our Sponsor

holding an aggregate of 2,928,750 Founder Shares and there being an aggregate of 3,018,750 Founder Shares outstanding.

Sponsor agreed to forfeit up to 393,750 Founder Shares to the extent that the over-allotment option is not exercised

in full by the underwriter, so that the Founder Shares would represent 20.0% of our issued and outstanding shares of common stock

after the Initial Public Offering (excluding the Private Placement Shares).

On August 14, 2020, the underwriter exercised the

over-allotment option;

thus, these Founder Shares were no longer subject to forfeiture.

Such securities were issued in connection

with the Company’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities

August 14, 2020, simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 441,500 Private

Placement Shares, at a price of $10.00 per Private Placement Share to our Sponsor, generating proceeds of approximately $4.4 million.

This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

underwriting discounts or commissions were paid with respect to such sales.

August 14, 2020, the Company consummated its Initial Public Offering of 12,075,000 shares of Class A common stock, including

the issuance of 1,575,000 shares of Class A Common Stock as a result of the underwriter’s exercise in full of its over-allotment

option, at $10.00 per share, generating net proceeds of approximately $118.3 million after deducting underwriting discounts

and commissions (excluding the deferred portion thereof).

The securities in the offering were registered under the Securities

Act on registration statements on Form S-1 (File Nos.

333-240098 and 333-244534) that became effective on August 11,

Jefferies LLC acted as the underwriter for the Initial Public Offering.

connection with the Initial Public Offering, we incurred offering costs of approximately $7.1 million, inclusive of approximately

$4.2 million in deferred underwriting commissions.

Other incurred offering costs consisted principally of preparation fees

related to the Initial Public Offering.

After deducting the underwriting discounts and commissions (excluding the deferred portion,

which amount will be payable upon consummation of the Initial Business Combination, if consummated) and the Initial Public Offering

expenses, approximately $120.8 million of the net proceeds from our Initial Public Offering and certain of the

proceeds from the Private Placement of the Private Placement Shares (or $10.00 per share sold in the Initial Public Offering)

was placed in the Trust Account.

The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private

Placement Shares are held in the Trust Account and invested as described elsewhere in this Quarterly Report on Form 10-Q.

has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described

in the Company’s final prospectus related to the Initial Public Offering.

Unregistered Sales of Equity Securities and Use of Proceeds.

Concurrently with the execution of the Merger Agreement, FSDC entered into subscription agreements (the “ Subscription Agreements ”) with each of the PIPE Investors, pursuant to which, at the Closing, the PIPE Investors subscribed for and purchased an aggregate of 9,506,000 shares of Common Stock at a price of $10.00 per share for aggregate gross proceeds of $95,060,000.

These shares were issued to the PIPE Investors immediately prior to the closing of the Business Combination on February 5, 2021.

The shares of Common Stock issued pursuant to the Subscription Agreements (the “ PIPE Financing Shares ”) have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.

Pursuant to the Subscription Agreements, we agreed that, within 30 calendar days after the Closing Date, we will file with the SEC (at our sole cost and expense) a registration statement (the “ Resale Registration Statement ”) registering the resale of the PIPE Financing Shares.

We will use our commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 90 calendar days (or 120 calendar days if the SEC notifies us that it will review the Resale Registration Statement) following the filing thereof and (ii) five business days after we are notified by the SEC that the Resale Registration Statement will not be reviewed or will not be subject to further review.

We agreed to cause such Resale Registration Statement, or another shelf registration statement that includes the PIPE Financing Shares, to remain effective until the earliest of (x) the third anniversary of the Closing, (y) the date on which no PIPE Investor holds PIPE Financing Shares or (z) the first date on which each PIPE Investor is able to sell all of its PIPE Financing Shares under Rule 144 of the Securities Act within 90 days without limitation as to the amount of such securities that may be sold and without the requirement for us to be in compliance with the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), if applicable).

Defaults Upon Senior Securities.

Mine Safety Disclosures.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities