Attached files

file filename
EX-99.1 - PRESS RELEASE - Motion Acquisition Corp.ea128395ex99-1_motionacq.htm
EX-10.4 - FORM OF INDEMNIFICATION AGREEMENT. - Motion Acquisition Corp.ea128395ex10-4_motionacq.htm
EX-10.3 - ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE COMPANY AND GRAUBARD MILLER. - Motion Acquisition Corp.ea128395ex10-3_motionacq.htm
EX-10.2 - REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN SECURITY HOLDERS. - Motion Acquisition Corp.ea128395ex10-2_motionacq.htm
EX-10.1 - INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST - Motion Acquisition Corp.ea128395ex10-1_motionacq.htm
EX-4.1 - WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COM - Motion Acquisition Corp.ea128395ex4-1_motionacq.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. - Motion Acquisition Corp.ea128395ex3-1_motionacq.htm
EX-1.1 - UNDERWRITING AGREEMENT BETWEEN THE COMPANY AND BARCLAYS CAPITAL INC., AS REPRESE - Motion Acquisition Corp.ea128395ex1-1_motionacq.htm

 

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): October 14, 2020

 

 

MOTION ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-39618   85-2515483
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

c/o Graubard Miller

The Chrysler Business

405 Lexington Avenue

New York, New York 10174

(Address of Principal Executive Offices) (Zip Code)

 

(212) 818-8800

(Registrant’s Telephone Number, Including Area Code)

 

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 (see General Instruction A.2. below):

 

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))

 

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-third of one redeemable warrant   MOTNU  

 

The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share   MOTN   The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share   MOTNW   The Nasdaq Stock Market LLC

 

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 

 

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 October 14, 2020, the Registration Statement on Form S-1 (SEC File No. 333-249061) (the “Registration Statement”) relating to the initial public offering of units of Motion Acquisition Corp. (the “Company”) was declared effective by the Securities and Exchange Commission (“SEC”).

On October 14, 2020 and October 15, 2020, the Company entered into various agreements filed as exhibits to the Registration Statement. The Company also filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware on October 14, 2020. The material terms of such agreements and the amended and restated certificate of incorporation are fully described in the Company’s final prospectus, dated October 15, 2020 as filed with the SEC on October 16, 2020. This Current Report on Form 8-K is being filed solely to file such executed agreements and amended and restated certificate of incorporation.

Item 5.03.Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 1.01 is hereby incorporated by reference.

Item 9.01.Financial Statement and Exhibits.

(d)       Exhibits:

 ExhibitDescription
   
1.1Underwriting Agreement between the Company and Barclays Capital Inc., as representatives of the underwriters.
   
3.1Amended and Restated Certificate of Incorporation.
   
4.1Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.
   
10.1Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.
   
10.2Registration Rights Agreement between the Company and certain security holders.
   
10.3Administrative Services Agreement between the Company and Graubard Miller.
   
10.4Form of Indemnification Agreement.
   
99.1Press Release.

 

 

 

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.

Dated: October 16, 2020

 

MOTION ACQUISITION CORP.
   
  By:  /s/ Michael Burdiek
    Name: Michael Burdiek
    Title: Chief Executive Officer