ROMEO POWER, INC. Item 2.01. Completion of Acquisition or Disposition of Assets.
The Exchange Offer was initially set to expire at midnight, Eastern Time, at the
end of
Following the consummation of the Exchange Offer, on
At the Effective Time of the Merger (the "Effective Time"), by virtue of the Merger and without any further action on the part of Nikola, Purchaser, Romeo or any stockholder of Romeo:
• each share of Romeo Common Stock and Romeo Preferred Stock ("Romeo
Preferred Stock") held as treasury stock or held or owned by Romeo,
Nikola, Purchaser or any subsidiary of Romeo immediately prior to the
Effective Time was canceled and retired and ceased to exist, and no
consideration was delivered in exchange therefor;
• each share of Romeo Common Stock and Romeo Preferred Stock outstanding
immediately prior to the Effective Time (other than shares of Romeo
Common Stock and Romeo Preferred Stock held as treasury stock or held or
owned by Romeo, Nikola, Purchaser or any subsidiary of Romeo immediately
prior to the completion of the Merger) was converted solely into the
right to receive a number of validly issued, fully paid and
non-assessable shares of Nikola Common Stock equal to the Exchange Ratio;
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• each Romeo warrant that was outstanding and unexercised immediately prior
to the completion of the Merger was converted into and became a warrant
to purchase Nikola Common Stock determined by multiplying the number of
shares of Romeo Common Stock that were subject to such Romeo warrant by
the Exchange Ratio (with the per share exercise price for the Nikola
Common Stock issuable upon exercise of each warrant assumed by Nikola
determined by dividing the per share exercise price of Romeo Common Stock
subject to such warrant by the Exchange Ratio), and Nikola assumed each
such warrant in accordance with its terms;
• each option to purchase shares of Romeo Common Stock that was outstanding
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information provided in the Introductory Note and the information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On
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Common Stock trading was suspended effective before the open of the NYSE on
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03.
As a result of the Merger, each share of Romeo Common Stock that was issued and outstanding immediately prior to the Effective Time (other than any shares that were excluded pursuant to the terms of the Merger Agreement and other than the Romeo Common Stock tendered into the Exchange Offer and accepted by Purchaser) was converted, at the Effective Time, into the right to receive the Merger Consideration (as defined in the Merger Agreement). Accordingly, at the Effective Time, the Company's stockholders immediately before the Effective Time ceased to have any rights in the Company as stockholders, other than their right to receive the Merger Consideration (as defined in the Merger Agreement).
Item 5.01. Change in Control of Registrant.
The information set forth in the Introductory Note and the information set forth under Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of Nikola.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Directors
In connection with the Merger, at the Effective Time, each of the following
then-existing members of the board of directors of the Company,
Officers
In connection with the Merger, at the Effective Time, each of the following
then-existing officers of the Company,
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principal investment firm, from 2012 to
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, the Certificate of Incorporation, as amended, of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to read identically to the certificate of incorporation of Purchaser as in effect immediately prior to the Effective Time (the "Certificate of Incorporation"). In addition, at the Effective Time, the Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to read identically to the bylaws of Purchaser as in effect immediately prior to the Effective Time (the "Bylaws"). The foregoing description of the Certificate of Incorporation and Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Certificate of Incorporation and Bylaws, which are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Agreement and Plan of Merger and Reorganization, dated as of
July 30, 2022 , as it may be amended from time to time, by and among
Romeo Power, Inc. , Nikola Corporation and J Purchaser Corp.
(incorporated by reference herein to Exhibit 2.1 to the Current Report
on Form 8-K previously filed by the Company on August 1, 2022 ).
3.1 Third Amended and Restated Certificate of Incorporation of Romeo
Power, Inc.
3.2 Third Amended and Restated Bylaws of Romeo Power, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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