Item 1.01. Entry into a Material Definitive Agreement.
On February 26, 2021, Soaring Eagle Acquisition Corp. (the "Company")
consummated its initial public offering ("IPO") of 172,500,000 units (the
"Units"), which includes the issuance of 22,500,000 Units as a result of the
underwriter's exercise of its over-allotment option in full. Each Unit consists
of one Class A ordinary share of the Company, par value $0.0001 per share (the
"Class A Ordinary Shares"), and one-fifth of one redeemable warrant of the
Company (each whole warrant, a "Warrant"), with each Warrant entitling the
holder thereof to purchase one Class A Ordinary Share 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 $1,725,000,000.
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. 333-251661) for the IPO, initially filed with
the U.S. Securities and Exchange Commission (the "Commission") on December 23,
2020, as amended (the "Registration Statement"):
• An Underwriting Agreement, dated February 23, 2021, by and between the
Company and Goldman Sachs & Co. LLC, as representative of the
underwriters, a copy of which is attached as Exhibit 1.1 hereto and
incorporated herein by reference.
• A Warrant Agreement, dated February 23, 2021, 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 February 23, 2021 (the "Letter Agreement"), by
and among the Company, its executive officers, its directors and the
Company's sponsor, Eagle Equity Partners III, 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 February 23, 2021, 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 February 23, 2021, by and among
the Company, the Sponsor and the Holders signatory thereto, a copy of
which is attached as Exhibit 10.3 hereto and incorporated herein by
reference.
• A Private Placement Warrants Purchase Agreement, dated February 23, 2021,
by and between the Company and the Sponsor (the "Private Placement
Warrants Purchase Agreement"), a copy of which is attached as Exhibit
10.4 hereto and incorporated herein by reference.
• An Administrative Services Agreement, dated February 23, 2021, by and
among the Company, the Sponsor and an affiliate of the Sponsor, a copy of
which is attached as Exhibit 10.5 hereto and incorporated herein by
reference.
On February 23, 2021, the Company entered into certain forward purchase
agreements, the form of which was previously filed as Exhibit 10.9 to the
Company's Registration Statement on February 22, 2021, with funds managed by
Franklin Advisers, Inc. and accounts managed by Wellington Management Company
LLP, that will provide for the purchase of a certain amount of Class A ordinary
shares at $10.00 per share, in a private placement that will close concurrently
with the closing of the Company's initial business combination. The foregoing
description of the Forward Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the form of forward purchase
agreement, a copy of which is attached as Exhibit 10.9 to the Registration
Statement and is incorporated herein by reference.
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Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement
Warrants Purchase Agreement, the Company completed the private sale of
19,250,000 warrants (the "Private Placement Warrants") to the Sponsor at a
purchase price of $1.50 per Private Placement Warrant, generating gross proceeds
to the Company of $28,875,000. The Private Placement Warrants are identical to
the Warrants included as part of the Units sold in the IPO, except that the
Private Placement Warrants, so long as they are held by the Sponsor or its
permitted transferees, (i) are not redeemable by the Company, (ii) may not
(including the Class A Ordinary Shares issuable upon exercise of the warrants),
subject to certain limited exceptions, be transferred, assigned or sold until 30
days after the completion of the Company's initial business combination,
(iii) may be exercised on a cashless basis and (iv) are entitled to registration
rights. 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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2021, in connection with the IPO, Scott M Delman, Joshua Kazam,
Isaac Lee, Timothy Leiweke, Dennis A. Miller and Laurence E. Paul were appointed
to the board of directors of the Company (the "Board"). Messrs. Delman, Kazam,
Lee, Leiweke, Miller and Paul are independent directors. Effective February 23,
2021, Messrs. Delman, Miller and Paul were appointed to the Board's Audit
Committee and Compensation Committee, with Mr. Delman serving as chair of the
Audit Committee and Dr. Paul serving as chair of the Compensation Committee.
Following the appointment of Messrs. Delman, Kazam, Lee, Leiweke, Miller and
Paul, the Board is comprised of the following three classes: the term of office
of the first class of directors, Class I, consists of Messrs. Delman, Kazam and
Lee and will expire at the Company's first annual meeting of shareholders; the
term of office of the second class of directors, Class II, consists of Messrs.
Leiweke, Miller and Paul and will expire at the Company's second annual meeting
of shareholders; and the term of office of the third class of directors,
Class III, consists of Harry E. Sloan and will expire at the Company's third
annual meeting of shareholders.
On February 23, 2021, in connection with their appointments to the Board, each
of the members of the Board entered into the Letter Agreement as well as an
indemnity agreement with the Company in the form previously filed as Exhibit
10.5 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 descriptions of the Letter Agreement and the form of indemnity
agreement do not purport to be complete and are qualified in their entireties by
reference to the Letter Agreement and form of indemnity agreement, copies of
which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration
Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On February 23, 2021, in connection with the IPO, the Company adopted its
Amended and Restated Memorandum and Articles of Association (the "Amended
Charter"), effective the same day. The terms of the Amended Charter are set
forth in the Registration Statement and are incorporated herein by reference. A
copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
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Item 8.01. Other Events.
A total of $1,725,000,000, comprised of $1,699,125,000 of the proceeds from the
IPO (which amount includes $60,375,000 of the underwriters' deferred discount)
and $25,875,000 of the proceeds of the sale of the Private Placement Warrants,
was 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 and up to $100,000 of
interest to pay dissolution expenses, 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 of the
Class A Ordinary Shares included in the Units sold in the IPO (the "public
shares") properly submitted in connection with a shareholder vote to amend the
Company's Amended Charter (A) to modify the substance or timing of the Company's
obligation to redeem 100% of the public shares if it does not complete its
initial business combination within 24 months from the closing of the IPO or
(B) with respect to any other material provisions relating to shareholders'
rights or pre-initial business combination activity or (iii) the redemption of
the Company's public shares if it is unable to complete its initial business
combination within 24 months from the closing of the IPO, subject to applicable
law.
On February 23, 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 February 26, 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.
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