Filing Overview
Registrant: NextGen Acquisition Corporation, a special purpose acquisition company (SPAC). The request identifies Xos, Inc., but the filing itself is by NextGen and does not mention Xos.
Form and date: Form 8-K filed November 17, 2020, reporting the closing of a partial underwriter over-allotment exercise.
Business Context and Transaction
NextGen completed its initial public offering on October 9, 2020, issuing 35,000,000 units at $10.00 per unit. Each unit consisted of one Class A ordinary share and one-third of a redeemable warrant.
On November 17, 2020, underwriters purchased an additional 2,500,000 units under the over-allotment option. The remaining portion of the option was forfeited.
Key Financial Metrics and Capitalization
- Gross IPO proceeds: $350.0 million.
- Gross proceeds from over-allotment units: $25.0 million.
- Total units issued through the IPO and over-allotment: 37,500,000.
- Private placement warrants sold at the IPO closing: 6,000,000, generating $9.0 million.
- Additional private placement warrants sold in connection with the over-allotment: 333,334, generating approximately $0.5 million.
- Total private placement warrants: 6,333,334.
- $25.0 million of over-allotment closing proceeds, including $875,000 of the underwriters’ deferred discount, was deposited into a U.S.-based trust account at JPMorgan Chase Bank, N.A.
- The filing does not provide revenue, profit, cash flow, operating margins, debt balances, or liquidity beyond the trust-account deposit.
Material Changes Versus the Prior Comparable Period
Compared with the October 9, 2020 IPO closing, the company raised an additional $25.0 million through the partial over-allotment exercise and approximately $0.5 million through additional private placement warrants. The underwriters forfeited the remainder of the over-allotment option.
The company filed an unaudited pro forma balance sheet reflecting the November 17, 2020 over-allotment closing, adjusted from the October 9, 2020 balance sheet.
Guidance, Outlook, Risks, and Unusual Items
- No revenue, earnings, operating guidance, or management outlook is provided.
- The filing is focused on the SPAC financing transaction and does not describe an operating business or business-combination target.
- Warrants are exercisable at $11.50 per ordinary share, subject to adjustment.
- The trust-account deposit and warrant issuance are material transaction-related items.
- The filing text does not provide additional redemption terms, transaction deadlines, contingencies, or risk-factor updates.
Investor Verification Points
- Confirm that the applicable registrant is NextGen Acquisition Corporation rather than Xos, Inc.
- Review Exhibit 99.1 for the unaudited pro forma balance sheet and the effect of the over-allotment closing.
- Verify the trust-account balance, deferred underwriting discount, and related offering expenses.
- Assess the terms, potential dilution, and adjustment provisions of the public and private placement warrants.
- Review subsequent filings for any announced business combination, redemption activity, or changes to the SPAC’s transaction timeline.