SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2020
MONTES ARCHIMEDES ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)||(I.R.S. Employer|
724 Oak Grove
Menlo Park, CA
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (650) 384-6558
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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||
Name of each exchange
on which registered
|Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant||MAACU||The NASDAQ Stock Market LLC|
|Shares of Class A common stock included as part of the units||MAAC||The NASDAQ Stock Market LLC|
|Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50||MAACW||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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 3.02.||Unregistered Sales of Equity Securities.|
The information included in Item 8.01 is incorporated into this Item by reference.
|Item 8.01.||Other Events.|
As previously disclosed on a Current Report on Form 8-K dated October 9, 2020, Montes Archimedes Acquisition Corp. (the “Company”), consummated its initial public offering (“IPO”) of 40,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $400,000,000. The Company granted the underwriters a 45-day option to purchase up to 6,000,000 additional Units to cover over-allotments, if any.
As also previously disclosed, simultaneously with the closing of the IPO, the Company consummated the private placement with Patient Square Capital LLC (the “Sponsor”) of 10,000,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $10,000,000.
Subsequently, on November 10, 2020, the underwriters exercised the over-allotment option in part, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) and additional Private Placement Warrants (the “Over-Allotment Private Placement Warrants”) occurred on November 12, 2020. The total aggregate issuance by the Company of 1,071,823 Over-Allotment Option Units and 214,365 Over-Allotment Private Placement Warrants at a price of $1.00 per unit resulted in total gross proceeds of $10,932,594.50 and net proceeds of $10,503,865.40.
The net proceeds of the sale of the Over-Allotment Option Units and the Over-Allotment Private Placement Warrants were placed in a trust account established for the benefit of the Company's public shareholders, and added to the net proceeds from the initial public offering and certain of the proceeds from the sale of the Private Placement Warrants; upon closing of the over-allotment in part, there was an aggregate of approximately $413,200,094 in the trust account. Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the exercise of the over-allotment option in part.
|Item 9.01.||Financial Statements and Exhibits.|
|99.1||Pro Forma Balance Sheet|
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.
Dated: November 18, 2020
|MONTES ARCHIMEDES ACQUISITION CORP.|
|By:||/s/ Maria C. Walker|
|Name:||Maria C. Walker|
|Title:||Chief Financial Officer|
MONTES ARCHIMEDES ACQUISITION CORP.
|October 9, 2020||Pro Forma Adjustments||As Adjusted|
|Due from underwriters||520,000||13,934||(e)||533,934|
|Total current assets||2,467,930||13,934||2,481,864|
|Cash held in Trust Account||400,000,000||10,718,230||(g)||410,718,230|
|Liabilities and Stockholders' Equity:|
|Franchise tax payable||51,557||-||51,557|
|Total current liabilities||660,597||-||660,597|
|Deferred underwriting commissions||14,000,000||375,138||(d)||14,375,138|
|Commitments and Contingencies|
|Class A common stock, $0.0001 par value; 38,280,733 and 39,316,435 shares subject to possible redemption at $10.00 per share, actual and as adjusted, respectively||382,807,330||10,357,020||(f)||393,164,350|
|Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding||-||-||-|
|Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 1,719,267 and 1,755,388 shares issued and outstanding (excluding 38,280,733 and 39,316,435 shares subject to possible redemption), actual and as adjusted, respectively||172||107||(a)||175|
|Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 11,500,000 shares issued and outstanding (1)||1,150||-||1,150|
|Additional paid-in capital||5,073,736||10,718,123||(a)||5,073,739|
|Total stockholders' equity||5,000,003||6||5,000,009|
|Total Liabilities and Stockholders' Equity||$||402,467,930||$||10,732,164||$||413,200,094|
(1) This number includes up to 1,500,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 12, 2020, the underwriters partially exercised the over-allotment option to purchase as additional 1,071,823 Units; thus, only 1,285,637 Class B ordinary shares remain subject to forfeiture.
The accompanying notes are an integral part of these financial statements.
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Montes Archimedes Acquisition Corp. (the “Company”) as of October 9, 2020, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on November 12, 2020 as described below.
The Company consummated its initial public offering (the “IPO”) of 40,000,000 units (the “Units”) on October 9, 2020. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a "Public Warrant"). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $400.0 million. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 6,000,000 additional Units to cover over-allotments, if any. The Underwriters exercised the over-allotment option in full and on November 12, 2020 purchased an additional 1,071,823 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $10.7 million, and incurred additional offering costs of approximately $576,000 in underwriting fees (net of reimbursement of offering costs of approximately $14,000 from the underwriters and inclusive of approximately $2.6 million in deferred underwriting fees).
Simultaneously with the closing of the IPO on October 9, 2020, the Company completed a private placement (the “Private Placement”) of an aggregate of 10,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to Patient Square Capital LLC (the “Sponsor”), generating proceeds of $10.0 million. Simultaneously with the closing of the Over-allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 214,365 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $214,000.
In addition, the Sponsor agreed to forfeit up to 1,500,000 Class B common stock, par value $0.0001 (the “Founder Shares”) to the extent that the over-allotment option is not exercised in full by the underwriters. The underwriters exercised their over-allotment option on November 12, 2020; thus, only 1,285,637 shares of Class B common stock remain subject to forfeiture.
Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option and the sale of the private placement warrants described above are as follows:
|Pro Forma Entries||Debit||Credit|
|Class A common stock||$||107|
|Additional paid-in capital||$||10,718,123|
|To record sale of 1,071,823 Overallotment Units at $10.00 per Unit|
|Additional paid-in capital||$||214,365|
|To record sale of 214,365 Private Placement Warrants at $1.00 per warrant|
|(c)||Additional paid-in capital||$||214,365|
|To record payment of 2% of cash underwriting fee on overallotment option|
|(d)||Additional paid-in capital||$||375,138|
|Deferred underwriting commissions||$||375,138|
|To record additional deferred underwriting fee on overallotment option|
|(e)||Due from underwriters||$||13,934|
|Additional paid-in capital||$||13,934|
|To record receivable for reimbursement of 0.13% on overallotment option from underwriters|
|(f)||Class A common stock||$||104|
|Additional paid-in capital||$||10,356,916|
|Class A common stock subject to possible redemption||$||10,357,020|
|To reclassify Class A common stock out of permanent equity into mezzanine redeemable stock|
|To transfer $10.00 per Overallotment Units to Trust Account|