Filing Summary
Registrant: Pivotal Investment Corporation II, not Spruce Power Holding Corp. The filing is a Form 8-K dated July 11, 2019, reporting the effectiveness of the company’s IPO registration statement and related executed agreements.
Business Context and Reporting Period
On July 11, 2019, the SEC declared effective the company’s Form S-1 registration statement for an initial public offering of units. The company entered into the underwriting agreement and related transaction documents and adopted an amended and restated certificate of incorporation. The filing was submitted primarily to file the executed agreements; it does not present operating results for a fiscal reporting period.
The securities listed on the NYSE were units under the symbol PIC.U, Class A common stock under PIC, and redeemable warrants under PIC.WS. The warrants have an exercise price of $11.50 per share.
Financial Metrics and Capitalization
- The filing does not provide clear values for revenue, profit, cash flow, margins, debt, liquidity, assets, or operating expenses.
- The filing references an IPO, private warrants, a trust account arrangement, and a forward purchase contract, but does not state the proceeds or transaction amounts in the provided text.
- No financial statements or quantitative guidance are included.
Material Changes and Agreements
- The Form S-1 became effective on July 11, 2019.
- The company entered into an underwriting agreement with Cantor Fitzgerald & Co. and BTIG, LLC as representatives of the underwriters.
- The company adopted an amended and restated certificate of incorporation.
- Filed agreements include a warrant agreement, investment management trust agreement, registration rights agreement, private warrant subscription agreement, and forward purchase contract.
- The material terms were described in the final prospectus dated July 11, 2019, filed July 15, 2019.
Guidance, Risks, and Unusual Items
The filing provides no management guidance, operating outlook, contingencies, or detailed risk discussion. Investors should consult the final prospectus for the terms of the IPO, trust account, redemption rights, sponsor arrangements, potential conflicts, and other transaction-specific risks.
The filing identifies the company as an emerging growth company and indicates that it elected to use the extended transition period for complying with certain new or revised accounting standards.
Key Facts to Verify
- Confirm the correct issuer: the source filing identifies Pivotal Investment Corporation II, while the request metadata identifies Spruce Power Holding Corp.
- Review the final prospectus for IPO size, warrant terms, trust-account funding, redemption provisions, sponsor ownership, and forward purchase commitments.
- Verify the terms of the amended and restated certificate of incorporation and all filed exhibits.
- Determine whether subsequent filings disclose completion of the IPO, use of proceeds, financial condition, or a business-combination transaction.