Item 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by
reference.
The shares of Class A Common Stock (as defined below) were offered and sold in a
private placement on November 12, 2020 in reliance on Section 4(a)(2) of the
Securities Act of 1933, as amended, or the Securities Act, and Rule 506 of
Regulation D of the Securities Act and in reliance on similar exemptions under
applicable state laws. The purchaser represented that it is an accredited
investor within the meaning of Rule 501(a) of Regulation D. The shares of
Class A Common Stock issued in the private placement were offered without any
general solicitation by the Company (as defined below) or its representatives.
Item 8.01. Other Events
As previously disclosed on a Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on October 22, 2020, on October 16, 2020,
5:01 Acquisition Corp. (the "Company") consummated its initial public offering
(the "IPO") of 8,000,000 shares of its Class A common stock, par value $0.0001
per share ("Class A Common Stock"), generating gross proceeds to the Company of
$80,000,000. The Company granted the underwriter in the IPO a 45-day option to
purchase up to 1,200,000 additional shares of Class A Common Stock to cover
over-allotments, if any.
Substantially concurrently with the closing of the IPO, the Company completed
the private sale of 360,000 shares of Class A Common Stock to the Company's
sponsor, 5:01 Acquisition LLC, at a purchase price of $10.00 per share,
generating gross proceeds to the Company of $3,600,000.
Subsequently, on November 9, 2020, the underwriter exercised the over-allotment
option in part, and the closing of the issuance and sale of the additional
256,273 shares of Class A Common Stock (the "Over-Allotment Shares") occurred on
November 12, 2020. In connection with the over-allotment exercise, the Company
issued 256,273 Over-Allotment Shares at a price of $10.00 per share, generating
total gross proceeds of approximately $2.6 million. After giving effect to the
issuance of the Over-Allotment Shares, the over-allotment option remains
exercisable for up to 943,727 shares of Class A Common Stock.
Substantially concurrently with the closing of the sale of the Over-Allotment
Shares, the Company completed the private sale of 5,126 shares of Class A Common
Stock to the Company's sponsor, 5:01 Acquisition LLC, at a purchase price of
$10.00 per share, generating gross proceeds to the Company of $51,260.
A total of $82.6 million of the net proceeds from the sale of shares of Class A
Common Stock in the IPO (including the Over-Allotment Shares) and the private
placements on October 16, 2020 and November 12, 2020 were placed in a trust
account established for the benefit of the Company's public shareholders.
Included with this report as Exhibit 99.1 is a pro-forma balance sheet
reflecting the partial exercise of the over-allotment option.
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