Item 3.02 Unregistered Sales of Equity Securities
On August 13, 2021, simultaneously with the closing of the initial public
offering (the "IPO") of Decarbonization Plus Acquisition Corporation IV (the
"Company") and pursuant to a Private Placement Warrants Purchase Agreement dated
August 10, 2021 by and between the Company, the Company's independent directors,
and the Company's sponsor, Decarbonization Plus Acquisition Sponsor IV LLC (the
"Sponsor"), the Company completed the private sale of 12,737,500 warrants (the
"Private Placement Warrants") at a purchase price of $1.00 per Private Placement
Warrant to the Sponsor and the Company's independent directors, generating gross
proceeds to the Company of $12,737,500. The Private Placement Warrants are
identical to the warrants sold as part of the Units (as defined below) in the
IPO, except that the Private Placement Warrants will not be redeemable by the
Company and will be exercisable on a cashless basis so long as they are held by
the Sponsor, the Company's independent directors or their permitted transferees.
The Sponsor and the Company's independent directors have agreed not to transfer,
assign or sell any of the Private Placement Warrants (except to certain
permitted transferees) until 30 days after the completion of the Company's
initial business combination. 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 (the "Securities Act").
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On August 10, 2021, Erik Anderson, Dr. Jennifer Aaker, Jane Kearns, Pierre
Lapeyre, Jr., David Leuschen, James AC McDermott and Jeffrey H. Tepper were
appointed as members of the Board of Directors of the Company (the "Board"). The
Board has determined that Dr. Jennifer Aaker, Jane Kearns, James AC McDermott
and Jeffrey H. Tepper are "independent directors" as defined in the NASDAQ
listing standards and applicable Securities and Exchange Commission (the
"Commission") rules. James AC McDermott, Jeffrey H. Tepper and Robert Tichio
will serve on the audit committee, with Mr. Tepper serving as chair of the audit
committee. Dr. Jennifer Aaker and Jeffrey H. Tepper will serve on the
compensation committee, with Dr. Aaker serving as chair of the compensation
committee. Dr. Jennifer Aaker, Jane Kearns and Jeffrey H. Tepper each purchased
41,551 and James AC McDermott purchased 83,102 of the Company's Class B ordinary
shares, par value $0.0001 per share (the "Class B Ordinary Shares") from the
Company. Concurrently, the Sponsor forfeited and surrendered 207,755 Class B
Ordinary Shares to the Company.
On August 10, 2021, the Company entered into indemnification agreements with
Erik Anderson, Dr. Jennifer Aaker, Peter Haskopoulos, Jane Kearns, James AC
McDermott, Pierre Lapeyre, Jr., David Leuschen, Jeffrey H. Tepper and Robert
Tichio that require the Company to indemnify these individuals to the fullest
extent permitted under Delaware law and to advance expenses incurred as a result
of any proceeding against them as to which they could be indemnified. The
foregoing description is qualified in its entirety by reference to the full text
of the Indemnification Agreement, the form of which is filed as Exhibit 10.6 to
this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The Company's Amended and Restated Memorandum and Articles of Association (as so
amended, the "Memorandum and Articles") were approved on August 10, 2021. A
description of the Memorandum and Articles is contained in the section of the
prospectus for the IPO, dated August 10, 2021 and filed pursuant to Rule 424(b)
under the Securities Act (the "Prospectus"), entitled "Description of
Securities" and is incorporated herein by reference. The description is
qualified in its entirety by reference to the full text of the Memorandum and
Articles which are attached as Exhibit 3.1 to this Current Report on Form 8-K
and are incorporated into this Item 5.03 by reference.
Item 8.01 Other Events.
On August 10, 2021, the Company's registration statement on Form S-1, as amended
(File No. 333-254259) (the "Registration Statement") was declared effective by
the Commission, and the Company subsequently filed the Prospectus on August 12,
2021. On August 13, 2021, the Company completed its IPO of 31,625,000 units (the
"Units"). The Units were issued pursuant to an underwriting agreement, dated
August 10, 2021, among the Company, on the one hand, and Credit Suisse
Securities (USA) LLC and Citigroup Global Markets Inc. on the other
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hand. Each Unit had an offering price of $10.00 and consists of one Class A
ordinary share of the Company, par value $0.0001 per share (the "Class A
Ordinary Shares"), and one-half of one warrant of the Company (each such whole
warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one
Class A Ordinary Share at a price of $11.50 per share.
Of the net proceeds of the IPO and the sale of the Private Placement Warrants,
$319,412,500, including $11,068,750 of deferred underwriting discounts and
commissions, has been deposited into a U.S. based trust account at J.P. Morgan
Chase Bank, N.A., with 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 franchise and income tax
obligations, the proceeds from the IPO and the sale of the Private Placement
Warrants held in the trust account will not be released from the trust account
until the earliest to occur of (a) the completion of the Company's initial
business combination (including the release of funds to pay any amounts due to
any public stockholders who properly exercise their redemption rights in
connection therewith), (b) the redemption of any public shares properly
submitted in connection with a stockholder vote to approve an amendment to the
Memorandum and Articles (i) to modify the substance or timing of the Company's
obligation to redeem 100% of its public shares if an initial business
combination is not completed within 18 months from the closing of the IPO or
(ii) with respect to any other provision relating to the rights of holders of
the Class A Ordinary Shares or pre-initial business combination activity and (c)
the redemption of the Company's public shares if the Company is unable to
complete its business combination within 18 months from the closing of the IPO,
subject to applicable law.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Registration Statement:
• A Warrant Agreement, dated August 10, 2021, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent.
• A Letter Agreement, dated August 10, 2021, among the Company, its officers
and directors and the Sponsor.
• An Investment Management Trust Agreement, dated August 10, 2021, between
the Company and Continental Stock Transfer & Trust Company, as trustee.
• A Registration Rights Agreement, dated August 10, 2021, among the Company,
the Sponsor and certain other security holders named therein.
• An Administrative Support Agreement, dated August 10, 2021, between the
Company and an affiliate of the Sponsor.
• A Private Placement Warrants Purchase Agreement, August 10, 2021, between
the Company, the Sponsor and the other purchasers named therein.
Each of the foregoing agreements is attached as Exhibits 4.1, 10.1, 10.2, 10.3,
10.4 and 10.5, respectively, and is incorporated into this Item 8.01 by
reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibits
Amended and Restated Memorandum and Articles of Association of the
3.1 Company.
Warrant Agreement, dated August 10, 2021, between the Company and
4.1 Continental Stock Transfer & Trust Company, as warrant agent.
Letter Agreement, dated August 10, 2021, among the Company, its
10.1 officers and directors and the Sponsor.
Investment Management Trust Agreement, dated August 10, 2021,
between the Company and Continental Stock Transfer & Trust Company,
10.2 as trustee.
Registration Rights Agreement, dated August 10, 2021, among the
Company, the Sponsor and certain other security holders named
10.3 therein.
Administrative Support Agreement, dated August 10, 2021, between
10.4 the Company and an affiliate of the Sponsor.
Private Placement Warrants Purchase Agreement, dated August 10,
2021, between the Company, the Sponsor and the other purchasers
10.5 named therein.
Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.7 to Decarbonization Plus Acquisition Corporation IV's
Registration Statement on Form S-1 (Commission File No. 333-254259),
10.6 filed April 7, 2021).
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