Item 8.01 Other Events
On October 28, 2020, Spartan Energy Acquisition Corp. ("Spartan"), the
predecessor to Fisker Inc. (the "Company"), held a special meeting of
stockholders (the "Spartan Special Meeting") to approve certain matters relating
to the business combination between Spartan and then privately held Fisker Inc.
("Private Fisker"). One of these matters was a proposal to increase the total
number of authorized shares of Spartan's Class A common stock, par value $0.0001
per share (the "Class A common stock"), from 200,000,000 shares to 750,000,000
shares (the "2020 Share Authorization Proposal"). The 2020 Share Authorization
Proposal was approved by a majority of the shares of Class A and Class B common
stock of Spartan, voting together as a single class, that were outstanding as of
the record date for the Spartan Special Meeting. After the Spartan Special
Meeting, Spartan and Private Fisker closed the business combination, and Spartan
changed its name to Fisker Inc.
A recent ruling by the Court of Chancery introduces uncertainty as to whether
Section 242(b)(2) of the Delaware General Corporation Law (the "DGCL") would
have required the 2020 Share Authorization Proposal to be approved by a separate
vote of the majority of Spartan's then-outstanding shares of Class A common
stock.
In light of the recent Court of Chancery decision, the Company filed a petition
in the Court of Chancery pursuant to Section 205 of the DGCL seeking validation
of the 2020 Share Authorization Proposal and the shares issued pursuant thereto
to resolve any uncertainty with respect to those matters. Section 205 of the
DGCL permits the Court of Chancery, in its discretion, to ratify and validate
potentially defective corporate acts after considering a variety of factors.
If the Company is not successful in the Section 205 proceeding, the uncertainty
with respect to the Company's capitalization resulting from the Court of
Chancery's ruling referenced above could have a material adverse impact on the
Company, including on the Company's ability to complete equity or debt financing
transactions or issue stock-based compensation to its employees, directors and
officers until the underlying issues are definitively resolved. This uncertainty
could impair the Company's ability to execute its business plan, attract and
retain employees, management and directors and adversely affect its commercial
relationships.
Forward-Looking Statements
This report includes forward looking statements. These statements are made under
the "safe harbor" provisions of the U.S. Private Securities Litigation Reform
Act of 1995. These statements may be identified by words such as "feel,"
"believes," expects," "estimates," "projects," "intends," "should," "is to be,"
or the negative of such terms, or other comparable terminology. Forward-looking
statements are statements that are not historical facts. Such forward-looking
statements are not guarantees of future performance and are subject to risks and
uncertainties, which could cause actual results to differ materially from the
forward-looking statements contained herein due to many factors.
In particular, no assurances can be made regarding the outcome or the timing of
the Section 205 proceeding described above. If the Company is unsuccessful in
the Section 205 proceeding, the uncertainty with respect to the Company's
capitalization could limit its ability to complete equity or debt financing
transactions or issue stock-based compensation to its employees, directors and
officers until the underlying issues are definitively resolved. As described
above, this uncertainty could have a material adverse impact on the Company.
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