Item 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 8.01 of this Form 8-K is incorporated by
reference into this Item 3.02.
Item 8.01. Other Events.
On October 19, 2020, Motion Acquisition Corp. (the "Company") consummated its
initial public offering ("IPO") of 11,500,000 of its units ("Units"). Each Unit
consists of one share of Class A common stock, $0.0001 par value per share
("Common Stock"), and one-third of one redeemable warrant ("Warrant"), with each
whole Warrant entitling the holder to purchase one share of Common Stock at a
price of $11.50 per share. The Units were sold at an offering price of $10.00
per Unit, generating gross proceeds of $115,000,000.
Simultaneously with the consummation of the IPO, the Company consummated the
private placement ("Private Placement") of 2,533,333 warrants ("Private
Warrants") at a price of $1.50 per Private Warrant, generating total proceeds of
$3,800,000, to Motion Acquisition LLC, the Company's sponsor ("Sponsor"). The
Private Warrants are identical to the Warrants sold in the IPO, except that the
Private Warrants are non-redeemable and may be exercised on a cashless basis, in
each case so long as they continue to be held by the Sponsor or its permitted
transferees. The Sponsor has agreed not to transfer, assign or sell any of the
Private Warrants purchased in the Private Placement, including the underlying
shares of Common Stock (except to certain permitted transferees), until 30 days
after the consummation of the Company's initial business combination.
An audited balance sheet as of October 19, 2020 reflecting receipt of the
proceeds received by the Company in connection with the consummation of the IPO
and the Private Placement has been issued by the Company and is included as
Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release
issued by the Company announcing the consummation of the IPO and Private
Placement is included as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
Exhibit Description
99.1 Audited balance sheet
99.2 Press release announcing closing of IPO
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