Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: 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.
−Removed: These shares were issued to the PIPE Investors immediately prior to the closing of the Business Combination on February 5, 2021.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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).
+Added: (a) Recent Sales of Unregistered Equity Securities and Use of Proceeds
+Added: The information required by Item 701 of Regulation S-K was previously included in our Quarterly Report on Form 10-Q filed on May 13, 2021.
+Added: (b) Issuer Purchases of Equity Securities
Defaults Upon Senior Securities.
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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.