UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 21, 2021 (January 20, 2021)
Class Acceleration Corp.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-39895 | | 85-3032663 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
2925 Woodside Road
Woodside, CA 94062
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (650) 235-4777
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
| Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | | CLAS.U | | New York Stock Exchange |
| | | | | |
| Class A Common Stock, par value $0.0001 per share | | CLAS | | New York Stock Exchange |
| | | | | |
| Redeemable Warrants, each whole warrant exercisable for one share Class A Common Stock at an exercise price of $11.50 | | CLAS WS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On January 20, 2021, Class Acceleration Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 25,875,000 units (the “Units”), including 3,375,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $258,750,000.
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. 333-251826) related to the IPO, originally filed with the U.S. Securities and Exchange Commission on December 30, 2020 (as amended, the “Registration Statement”):
| ● | An Underwriting Agreement, dated January 14, 2021, by and between the Company and Oppenheimer & Co. Inc., 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, dated January 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated January 14, 2021, by and among the Company, its officers, its directors and the Company’s sponsor, Class Acceleration Sponsor LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated January 14, 2021, by and between the Company and Continental, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated January 14, 2021, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | An Administrative Support Agreement, dated January 14, 2021, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | A Private Placement Warrants Purchase Agreement, dated January 14, 2021 (the “Warrant Purchase Agreement”), by and between the Company and the Sponsor, 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 Warrant Purchase Agreement, the Company completed the private sale of an aggregate of 7,175,000 Warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant. The sale of the Private Placement Warrants generated gross proceeds to the Company of $7,175,000. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On January 15, 2021 , in connection with the IPO, the Company filed its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective the same day. The terms of the Second Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Second Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $258,750,000, comprised of $253,575,000 of the proceeds from the IPO (which amount includes $9,056,250 of the underwriters’ deferred discount) and $5,175,000 of the proceeds from the sale of the Private Placement Units, was placed in a U.S.-based trust account 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 us to pay the Company’s taxes (less up to $100,000 interest to pay dissolution expenses), if any, the funds held in the trust account will not be released until the earliest to occur of: (a) the completion of the Company’s initial business combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s second amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; and (c) the redemption of all of the Company’s public shares if the Company has not completed its business combination within 24 months from the closing of the IPO, subject to applicable law.
On January 14, 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 20, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | | Description |
| | | |
| 1.1 | | Underwriting Agreement, dated January 14, 2021, by and between the Company and Continental, as representative of the several underwriters. |
| | | |
| 3.1 | | Second Amended and Restated Certificate of Incorporation. |
| | | |
| 4.1 | | Warrant Agreement, dated January 14, 2021, by and between the Company and Continental, as warrant agent. |
| | | |
| 10.1 | | Letter Agreement, dated January 14, 2021, by and among the Company, its officers, its directors and the Sponsor. |
| | | |
| 10.2 | | Investment Management Trust Agreement, dated January 14, 2021, by and between the Company and Continental, as trustee. |
| | | |
| 10.3 | | Registration Rights Agreement, dated January 14, 2021, by and between the Company and the Sponsor. |
| | | |
| 10.4 | | Administrative Support Agreement, dated January 14, 2021, by and between the Company and the Sponsor. |
| | | |
| 10.5 | | Warrant Purchase Agreement, dated January 14, 2021, by and between the Company and the Sponsor. |
| | | |
| 99.1 | | Press Release, dated January 14, 2021. |
| | | |
| 99.2 | | Press Release, dated January 20, 2021. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Class Acceleration Corp. |
| | | |
| | By: | /s/ Michael T. Moe |
| | | Name: | Michael T. Moe |
| | | Title: | Chief Executive Officer |
| | | |
| Dated: January 21, 2021 | | |
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