UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): January 11, 2021

 

890 5th Avenue Partners, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware		001-39877		85-3022075
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

14 Elm Place, Suite 206 Rye, New York		10580
(Address of principal executive offices)		(Zip Code)

 

(575) 914-6575
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one- third of one redeemable warrant		ENFAU		The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share		ENFA		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50		ENFAW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

Item 1.01.  Entry into a Material Definitive Agreement.

 

On January 11, 2021, the registration statement on Form S-1 (File No. 333-251650) relating to the initial public offering (the “IPO”) of 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), was declared effective by the U.S. Securities and Exchange Commission (the “Registration Statement”).

 

On January 14, 2021, the Company consummated the IPO of 28,750,000 units (“Units”), which included the full exercise of the underwriters' over-allotment option. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (“Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000.

 

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

 

●

Underwriting Agreement, dated January 11, 2021, between the Company and Cowen and Company, LLC and Craig-Hallum Capital Group LLC (“Craig-Hallum”), as representatives of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference;

 

●

Warrant Agreement, dated January 11, 2021, between the Company and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference;

 

●

Letter Agreement, dated January 11, 2021, among the Company, 200 Park Avenue Partners, LLC (the “Sponsor”), PA 2 Co-Investment LLC (“PA 2 Co-Investment”), Craig-Hallum, John Lipman and each of the executive officers, directors and initial stockholders of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference;

 

●

Investment Management Trust Agreement, dated January 11, 2021, between the Company and Continental, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference;

 

●

Registration Rights Agreement, dated January 11, 2021, among the Company, the Sponsor and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference;

 

●

Unit Subscription Agreement, dated January 11, 2021, between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference;

 

●

Unit Subscription Agreement, dated January 11, 2021, between the Company and PA 2 Co-Investment, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference;

 

●

Unit Subscription Agreement, dated January 11, 2021, between the Company and Craig-Hallum, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference;

 

●

Unit Subscription Agreement, dated January 11, 2021, between the Company and John Lipman, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference; and

 

●

Indemnity Agreements, each dated January 11, 2021, between the Company and each of the officers and directors of the Company, the form of which is attached as Exhibit 10.8 hereto and incorporated herein by reference.

 

 

Item 3.02.  Unregistered Sales of Equity Securities.

 

On January 14, 2021, simultaneously with the consummation of the IPO, the Company consummated the private placement of an aggregate of 777,500 units (the “Private Placement Units”) to the Sponsor, PA 2 Co-Investment, Craig-Hallum and John Lipman at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $7,775,000 (the “Private Placement”). No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.  In the Private Placement, the Sponsor purchased 657,500 Private Placement Units, PA 2 Co-Investment purchased 84,000 Private Placement Units, Craig-Hallum purchased 18,000 Private Placement Units and John Lipman purchased 18,000 Private Placement Units. The Private Placement Units are identical to the Units, except that the Private Placement Units (including the underlying securities) are subject to certain transfer restrictions and the holders thereof are entitled to certain registration rights, and, if held by the original holder or their permitted assigns, the underlying warrants (i) may be exercised on a cashless basis, (ii) are not subject to redemption and (iii) with respect to such warrants held by PA 2 Co-Investment, Craig-Hallum and John Lipman, will not be exercisable more than five years from the commencement of sales in the IPO. If the Private Placement Units are held by holders other than the initial purchasers or their permitted transferees, then the warrants included in the Private Placement Units will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units sold in the IPO.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective as of January 11, 2021, Linda Yaccarino, Scott Flanders, David Bank, Kelli Turner and Jon Jashni were appointed to the board of directors of the Company. Additional information regarding, among other things, each individual’s background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.

 

Effective as of January 11, 2021, Michael Del Nin was appointed as the Chief Financial Officer and Chief Operating Officer of the Company. Additional information regarding, among other things, such individual’s background and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.

 

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 11, 2021, the Company filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which was effective the same day. Among other things, the Certificate of Incorporation authorizes the issuance of (a) up to 525,000,000 shares of common stock, including (i) 500,000,000 shares of Class A Common Stock and (ii) 25,000,000 shares of Class F common stock, par value $0.0001 per share, and (b) up to 5,000,000 shares of preferred stock, par value $0.0001 per share. The terms of the Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. The foregoing description of the Certificate of Incorporation is qualified in its entirety by reference to the full text of the Certificate of Incorporation, which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

 

On January 11, 2021, the board of directors of the Company and the stockholders of the Company approved the amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”) in connection with the IPO. The Amended and Restated Bylaws set the size of the board of directors of the Company at seven members, which size may be amended from time to time by the board of directors of the Company. The terms of the Amended and Restated Bylaws are set forth in the Registration Statement and are incorporated herein by reference. The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is attached as Exhibit 3.2 hereto and is incorporated herein by reference.

 

 

Item 8.01. Other Events.

 

A total of $287,500,000 of the net proceeds from the IPO and the Private Placement was placed in a trust account established for the benefit of the Company’s public stockholders (the “Trust Account”), with Continental 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 and up to $100,000 of interest to pay dissolution expenses, none of the funds held in the Trust Account will 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 shares of Class A Common Stock included in the Units sold in the IPO (“public shares”) properly tendered in connection with a stockholder vote to amend the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide holders of the public shares the right to have their shares redeemed or to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO, and (iii) the redemption of the public shares if the Company does not complete an initial business combination within 24 months from the closing of the IPO, subject to applicable law.

 

On January 11, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

On January 14, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 hereto and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
1.1		Underwriting Agreement, dated January 11, 2021, between the Company and Cowen and Company, LLC and Craig-Hallum Capital Group LLC.
3.1		Amended and Restated Certificate of Incorporation of the Company.
3.2		Amended and Restated Bylaws of the Company.
4.1		Warrant Agreement, dated January 11, 2021, between the Company and Continental Stock Transfer & Trust Company.
10.1		Letter Agreement, dated January 11, 2021, among the Company, 200 Park Avenue Partners, LLC, PA 2 Co-Investment LLC, John Lipman and each of the executive officers, directors and initial stockholders of the Company.
10.2		Investment Management Trust Agreement, dated January 11, 2021, between the Company and Continental Stock Transfer & Trust Company.
10.3		Registration Rights Agreement, dated January 11, 2021, among the Company, 200 Park Avenue Partners, LLC and certain securityholders.
10.4		Private Placement Unit Purchase Agreement, dated January 11, 2021, between the Company and 200 Park Avenue Partners, LLC.
10.5		Private Placement Unit Purchase Agreement, dated January 11, 2021, between the Company and PA 2 Co-Investment LLC.
10.6		Private Placement Unit Purchase Agreement, dated January 11, 2021, between the Company and Craig-Hallum Capital Group LLC.
10.7		Private Placement Unit Purchase Agreement, dated January 11, 2021, between the Company and John Lipman.
10.8		Form of Indemnity Agreement.(1)
99.1		Press release, dated January 11, 2021.
99.2		Press release, dated January 14, 2021.

 

(1)

Incorporated by reference to Exhibit 10.7 to the Registrant’s Form S-1 (File No. 333-251650), filed with the SEC on January 6, 2021.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	890 5th Avenue Partners, Inc.
	By:	/s/ Adam Rothstein
	Name:	Adam Rothstein
	Title:	Executive Chairman
Date:  January 15, 2021