FREQUENTLY USED TERMS
Unless the context indicates otherwise, the following terms have the following meanings when used in this prospectus:
A&R Registration Rights Agreement means that certain Amended and Restated Registration Rights, dated as of
October 29, 2020, among the Company, the Former Sponsor (as defined below), Magna (as defined below), Henrik Fisker, Dr. Geeta Gupta and certain former stockholders of Legacy Fisker.
Board or Board of Directors means our board of directors.
Business Combination means the transactions contemplated by the Merger Agreement, pursuant to which Merger Sub was merged
with and into Legacy Fisker (the Merger), with Legacy Fisker surviving the Merger as the Companys wholly owned subsidiary, which transactions were consummated on October 29, 2020.
Business Combination Agreement means that certain Agreement and Plan of Merger, dated as of July 10, 2020, by and
among the Company, Merger Sub and Legacy Fisker.
Class A Common Stock means the shares of our
Class A common stock, par value $0.00001 per share.
Class B Common Stock means the shares of
our Class B common stock, par value $0.00001 per share.
Closing means the closing of the Business Combination on
October 29, 2020.
Common Stock means the Class A Common Stock and the Class B Common Stock.
DGCL means the General Corporation Law of the State of Delaware.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Former Sponsor means Spartan Energy Acquisition Sponsor LLC, a Delaware limited liability company.
Founder Shares means the 13,800,000 shares of Class B Common Stock purchased by the Former Sponsor in connection with
the Companys IPO, of which 441,176 were forfeited and cancelled in connection with consummation of the Business Combination.
IPO means the Companys initial public offering, consummated on August 14, 2018, through the sale of 55,200,000
public units (including 7,200,000 units sold pursuant to the underwriters full exercise of their over-allotment option) at $10.00 per unit.
PIPE Financing means the private placement of 50,000,000 shares of Class A Common Stock with a limited number of
qualified institutional buyers (as defined in Rule 144A of the Securities Act) and accredited investors (as defined by Rule 501 of Regulation D) pursuant to Section 4(a)(2) of the Securities Act, for gross
proceeds to the Company in an aggregate amount of approximately $500,000,000.
PIPE Investors means certain
qualified institutional buyers (as defined in Rule 144A of the Securities Act) and accredited investors (as defined by Rule 501 of Regulation D).
PIPE Shares means the 50,000,0000 shares of Class A Common Stock purchased by the PIPE Investors pursuant to the
Subscription Agreements.
Securities Act means the Securities Act of 1933, as amended.
Subscription Agreements means, collectively, those certain subscription agreements entered into on July 10, 2020, as
amended or modified, between the Company and certain investors, including certain employees and affiliates of the Former Sponsor, pursuant to which such investors agreed to purchase an aggregate of 50,000,000 shares of Class A Common Stock in
the PIPE Shares.
2