Attached files
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 28, 2020 (October 22, 2020)
GOOD WORKS ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
| DELAWARE | 001-39625 | 85-1614529 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File No.) | (I.R.S. Employer Identification No.) |
4265 San Felipe, Suite 603
Houston, Texas 77027
(Address of principal executive offices and zip code)
(713) 468-2717
(Registrant’s telephone number, including area code)
(Former name or former address, if changed from 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-14(c)). |
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. ☒
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 common stock, $0.001 par value and one-half of one redeemable warrant | GWACU | The NASDAQ Stock Market LLC | ||
| Common Stock, par value $.001 per share | GWAC | The NASDAQ Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share | GWACW | The NASDAQ Stock Market LLC |
Item 1.01. Entry into a Material Definitive Agreement.
On October 22, 2020, Good Works Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 15,000,000 units (the “Units”). Each Unit consists of one share of common stock of the Company, par value $0.001 per share, and one-half of one redeemable warrant of the Company (“Warrant”), with each Warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000.
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. 333-248333) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 25, 2020, as amended (the “Registration Statement”):
| ● | An Underwriting Agreement, dated October 19, 2020, by and between the Company and I-Bankers Securities, Inc., as representative of the several underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Warrant Agreement, dated October 19, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated October 19, 2020 (the “Letter Agreement”), by and among the Company, I-B Good Works, LLC and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated October 19, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated October 19, 2020, by and among the Company and certain security holders, a form of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated October 19, 2020, by and between the Company and Shoreline Capital Advisors, Inc., a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | A Business Combination Marketing Agreement, dated October 19, 2020, by and between the Company and the Representative, 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 Subscription Agreements, the Company completed the private sale of an aggregate of 228,000 units (the “Private Placement Units”) to certain anchor investors at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,280,000. The Private Placement Units are identical to the Units sold in the IPO except that the warrants included in the Private Placement Units: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, as described in the Registration Statement, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the warrants included in the Private Placement Units are held by holders other than the initial purchasers or any of their permitted transferees, the warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units sold in the IPO. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the IPO, on October 22, 2020, Douglas Wurth, David Pauker, John J. Lendrum III, Paul Fratamico and Tahira Rehmatullah were appointed to the board of directors of the Company. The board of directors has determined that the directors are independent directors within the meaning of applicable SEC and Nasdaq rules. Effective upon their appointment, (i) Messrs. Lendrum, Pauker and Fratamico were appointed to the board’s audit committee, with Mr. Lendrum serving as chair of the audit committee; (ii) Messrs. Fratamico and Lendrum and Ms. Rehmatullah were appointed to the board’s compensation committee, with Mr. Fratamico serving as chair of the compensation committee; and (iii) Messrs. Pauker and Fratamico and Ms. Rehmatullah were appointed to the board’s nominating and corporate governance committee, with Mr. Pauker serving as chair of the nominating and corporate governance committee.
In connection with their appointments to the board of directors, each director and the Company’s then-serving directors, Fred Zeidman and Cary Grossman entered into indemnity agreements with the Company in the form previously filed as Exhibit 10.7 to the Registration Statement.
Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing description of the form of indemnity agreement does not purport to be complete and is qualified in its entirety by reference to the form of indemnity agreement, a copy of which is attached as Exhibit 10.7 to the Registration Statement and is incorporated herein by reference.
Item 8.01. Other Events.
A total of $150,000,000 of the proceeds from the IPO and the sale of the Private Placement Units were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. 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 the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any shares of common stock included in the Units sold in the IPO (“public shares”) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 21 months from the closing of the IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of the public shares if the Company is unable to complete an initial business combination within 21 months from the closing of the IPO, subject to applicable law.
On October 20, 2020, 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 October 22, 2020, 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.
An audited balance sheet as of October 22, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the issuance of the Private Placement Units has been issued by the Company and is included as Exhibit 99.3 to this Current Report on Form 8-K.
In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 2,250,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. On October 26, 2020, the underwriters purchased an additional 1,500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating additional gross proceeds of $15,000,000 to the Company.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOOD WORKS ACQUISITION CORP. | ||
| Date: October 28, 2020 | ||
| By: | /s/ Cary Grossman | |
| Cary Grossman | ||
| President | ||
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