![]() ![]() Up to 24,988,338 Shares of Class A Common Stock Subject to completion, dated October 30, 2020 The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. (7) In accordance with Rule 457(i) of the Securities Act, the entire registration fee for the private placement warrants is allocated to the shares of common stock underlying the private placement warrants, and no separate fee is payable for the private placement warrants. (6) Represents the resale of 212,500 warrants to purchase shares of Class A common stock that were issued in a private placement and which represent warrants to acquire shares of Class A common stock. (5) In accordance with Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $9.05, which is the average of the high and low prices of the Class A common stock on Octoon The Nasdaq Capital Market. (4) Consists of (i) 5,663,338 shares of Class A common stock registered for sale by IAC Sponsor (as defined below) and the Other IAC Initial Stockholders (as defined below), (ii) 425,000 shares of Class A common stock registered for sale by IAC Sponsor and Cantor (as defined below), and (iii) 18,900,000 shares of Class A common stock registered for sale by the PIPE Investors (as defined below). (3) Consists of (i) 212,500 shares of Class A common stock issuable upon the exercise of the private placement warrants and (ii) 7,532,500 shares of Class A common stock issuable upon the exercise of public warrants. (2) Estimated in accordance with Rule 457(a) of the Securities Act solely for the purposes of calculating the registration fee based upon a bona fide estimate of the maximum offering price. (1) In the event of a stock split, stock dividend or other similar transaction involving the registrant’s common stock, in order to prevent dilution, the number of shares of Class A common stock registered hereby shall be automatically increased to cover the additional shares of Class A common stock in accordance with Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”). Private placement warrants to purchase Class A common stock ![]() ![]() £Ĭlass A common stock, par value $0.0001 per share 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 7(a)(2)(B) of the Securities Act. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b -2 of the Exchange Act: Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non -accelerated filer, smaller reporting company, or an emerging growth company. If this Form is a post -effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post -effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. (Name, address, including zip code, and telephone number, including area code, of agent for service)Īpproximate date of commencement of proposed sale to the public: From time to time following the effective date of this registration statement. ![]() (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) (Exact name of registrant as specified in its charter) ![]()
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