Current Report Filing (8-k)
October 23 2020 - 4:16PM
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): October
23, 2020
Recharge
Acquisition Corp.
(Exact name of registrant as specified in
its charter)
Delaware
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001-39578
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85-1873676
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1900 Main Street, Suite 201
Sarasota, Florida 34236
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (937) 610-4057
Not Applicable
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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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Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
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RCHGU
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The Nasdaq Stock Market LLC
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Class A Common Stock, par value $0.0001 per share
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RCHG
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share Class A Common Stock for $11.50 per share
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RCHGW
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The Nasdaq Stock Market LLC
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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 þ
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. ¨
On October 5, 2020,
Recharge Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering
(the “IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one share of Class A
common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable
warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof
to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $200,000,000. The Company granted the underwriters in the IPO, a 45-day option to purchase
up to 3,000,000 additional Units solely to cover over-allotments, if any.
On October 5, 2020,
simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”)
of an aggregate of 7,750,000 Warrants (the “Private Placement Warrants”) to SKG Sponsor LLC (the “Sponsor”),
generating gross proceeds to the Company of $7,750,000. Each of the Private Placement Warrants are exercisable to purchase one
share of Class A Common Stock at a price of $11.50 per share.
On October 5, 2020,
a total of $202,000,000 representing the net proceeds from the sale of the Units and the Private Placement Warrants was placed
in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting
as trustee.
On October 23, 2020,
the Company consummated the sale of an additional 40,000 Units that were subject to the underwriters’ over-allotment option
at $10.00 per Unit, generating gross proceeds of $400,000. In connection with the exercise of the over-allotment option, the Company
sold an additional 12,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $12,000. In addition, the 5,750,000
shares of Class B common stock of the Company, par value $0.0001 per share (the “Founder Shares”) held by our
Sponsor (prior to the exercise of the over-allotment) included an aggregate of 750,000 Founder Shares subject to forfeiture by
the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full. Since the underwriters
exercised the over-allotment option in part, the Sponsor forfeited 740,000 Founder Shares on October 23, 2020. The Founder Shares
forfeited by the Sponsor were cancelled by the Company.
Following the closing
of the over-allotment option, an aggregate amount of $202,404,000 has been placed in the Company’s trust account established
in connection with the IPO.
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.
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Recharge Acquisition Corp.
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By:
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/s/ Anthony Kenney
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Name:
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Anthony Kenney
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Title:
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Chief Executive Officer
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Dated: October 23, 2020
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