Current Report Filing (8-k)
December 21 2020 - 4:26PM
Edgar (US Regulatory)
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): December 21, 2020
CANOO
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38824
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83-1476189
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of Incorporation)
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File
Number)
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Identification
No.)
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19951
Mariner Avenue
Torrance, California
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90503
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(Address
of principal executive offices)
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(Zip
Code)
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(424)
271-2144
(Registrant’s
telephone number,
including area code)
Hennessy
Capital Acquisition Corp. IV
3415
N. Pines Way, Suite 204
Wilson,
Wyoming 83014
(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 of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which
registered
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Common
Stock, $0.0001 par value per share
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GOEV
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The
Nasdaq Global Select Market
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Warrants,
each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
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GOEVW
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The
Nasdaq Global Select Market
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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 ☒
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. ☐
INTRODUCTORY
NOTE
On
December 21, 2020, Hennessy Capital Acquisition Corp. IV, a Delaware corporation (“Hennessy Capital” or, after
giving effect to the Business Combination, the “Company”), (i) consummated the previously announced business
combination (the “Business Combination”) with Canoo Holdings Ltd., an exempted company incorporated with limited
liability in the Cayman Islands (“Legacy Canoo”), pursuant to that certain Merger Agreement and Plan of Reorganization,
dated August 17, 2020 (the “Merger Agreement”), by and among Hennessy Capital, HCAC IV First Merger Sub, Ltd.,
an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of Hennessy
Capital, EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly
owned subsidiary of Hennessy Capital, and Legacy Canoo, and (ii) filed the Second Amended and Restated Certificate of Incorporation
with the Delaware Secretary of State changing its name from “Hennessy Capital Acquisition Corp. IV” to “Canoo
Inc.” As disclosed below, the Company’s stockholders had previously approved the Business Combination at a special
meeting of stockholders held earlier on December 21, 2020 (the “Special Meeting”).
In connection with Special
Meeting and the Business Combination, holders of 9,571 shares of Hennessy Capital’s Class A common stock, or 0.03% of the
shares with redemption rights, exercised their right to redeem their shares for cash at a redemption price of approximately $10.28
per share, for an aggregate redemption amount of $98,413.44.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On
December 21, 2020, Hennessy Capital held the Special Meeting for the following purposes:
(1)
to consider and vote upon a proposal to approve the Merger Agreement (the “Business Combination Proposal”);
(2)
to approve and adopt separate proposals for amendments to Hennessy Capital’s Amended and Restated Certificate of Incorporation
(the “Existing Charter”), which are reflected in the proposed Second Amended and Restated Certificate of Incorporation
of the Company (the “Amended Charter”):
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to
increase the authorized shares of the Company’s common stock to 500,000,000 shares
and authorized shares of preferred stock to 10,000,000 (“Proposal 2”);
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to
approve the amendment to the Existing Charter to require an affirmative vote of 66 2/3%
of the outstanding shares of the Company’s common stock to alter, amend, or repeal
the proposed bylaws of the Company (“Proposal 3”);
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●
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to
approve the amendment to the Existing Charter to require an affirmative vote of 66 2/3%
of the outstanding shares of the Company’s common stock to alter, amend, or repeal
Articles V, VI, VII and VIII of the Amended Charter (“Proposal 4”);
and
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●
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to
approve and adopt the Amended Charter that includes the approval of Proposal 2, Proposal
3 and Proposal 4 and provides for certain additional changes, including changing the
Company’s name from “Hennessy Capital Acquisition Corp. IV” to “Canoo
Inc.,” which the Company’s board of directors (the “Board”)
believed were necessary to adequately address the needs of the Company immediately following
the consummation of the Business Combination and approval of the Amended Charter (“Proposal
5,” and together with Proposals 2, 3 and 4, the “Charter Proposals”);
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(3)
to elect, effective at the closing of the Business Combination, two directors (Foster Chiang and Greg Ethridge) to serve as Class
I directors on the Board, two directors (Thomas Dattilo and Rainer Schmueckle) to serve as Class II directors on the Board and
two directors (Josette Sheeran and Tony Aquila) to serve as Class III directors on the Board (the “Director Election
Proposal”);
(4)
to approve and adopt the Canoo Inc. 2020 Equity Incentive Plan (the “Incentive Plan Proposal”);
(5)
to approve and adopt the Canoo Inc. 2020 Employee Stock Purchase Plan (the “Purchase Plan Proposal”);
(6)
to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of up to 190,000,000
shares of Hennessy Capital’s Class A common stock to the equity holders Legacy Canoo pursuant to the Merger Agreement and
32,325,000 shares of Hennessy Capital’s Class A common stock to certain investors in the private placement of securities
pursuant to the terms of certain subscription agreements entered into in connection with the Business Combination (the “Nasdaq
Proposal”); and
(7)
to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient
votes to approve the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan
Proposal, the Purchase Plan Proposal or the Nasdaq Proposal (the “Adjournment Proposal”).
There
were 37,307,189 shares of Hennessy Capital’s common stock issued and outstanding on the record date for the Special Meeting.
At the Special Meeting, there were 24,219,403 shares voted by proxy or in person, which constituted a quorum. The results for each
matter were as follows:
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Hennessy
Capital’s stockholders approved the Business Combination Proposal, based on the
following votes:
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Votes FOR
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Votes AGAINST
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Abstain
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Broker Non-Votes
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24,182,059
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33,304
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4,040
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0
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Hennessy Capital’s stockholders approved Proposal 2, based on the following votes:
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Votes FOR
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Votes AGAINST
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Abstain
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Broker Non-Votes
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22,885,180
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1,283,583
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50,640
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0
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Hennessy Capital’s stockholders approved Proposal 3, based on the following votes:
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Votes FOR
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Votes AGAINST
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Abstain
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Broker Non-Votes
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22,917,413
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1,263,465
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38,525
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0
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Hennessy Capital’s stockholders approved Proposal 4, based on the following votes:
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Votes FOR
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Votes AGAINST
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Abstain
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Broker Non-Votes
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22,920,771
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1,263,190
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35,442
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0
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Hennessy Capital’s stockholders approved Proposal 5, based on the following votes:
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Votes FOR
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Votes AGAINST
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Abstain
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Broker Non-Votes
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22,969,923
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1,191,367
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58,113
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0
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Hennessy Capital’s stockholders approved the Director Election Proposal, based on the following votes:
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Class I Directors:
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Foster Chiang:
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For: 23,808,622
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Withheld: 410,781
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Greg Ethridge:
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For: 24,182,671
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Withheld: 36,732
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Class II Directors:
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Thomas Dattilo:
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For: 23,863,351
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Withheld: 356,052
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Rainer Schmueckle:
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For: 24,181,206
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Withheld: 38,197
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Class III Directors:
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Josette Sheeran:
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For: 24,180,914
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Withheld: 38,489
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Tony Aquila:
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For: 24,182,257
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Withheld: 37,146
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Hennessy Capital’s stockholders approved the Incentive Plan Proposal, based on the following votes:
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Votes FOR
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Votes AGAINST
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Abstain
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Broker Non-Votes
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22,345,357
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1,817,342
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56,704
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0
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●
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Hennessy
Capital’s stockholders approved the Purchase Plan Proposal, based on the following
votes:
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Votes FOR
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Votes AGAINST
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Abstain
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Broker Non-Votes
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22,439,357
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1,735,339
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44,707
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0
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●
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Hennessy Capital’s stockholders approved the Nasdaq Proposal, based on the following votes:
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Votes FOR
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Votes AGAINST
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Abstain
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Broker Non-Votes
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24,135,039
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48,195
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36,169
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0
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Item
7.01 Regulation FD Disclosure.
On
December 21, 2020, the Company issued a press release announcing the closing of the Business Combination. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
Dated:
December 21, 2020
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Canoo
Inc.
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By:
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/s/
Paul Balciunas
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Name:
Paul Balciunas
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Title:
Chief Financial Officer
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