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
“Board” or “Board of Directors” means our board of
“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 Company’s wholly owned
subsidiary, which transactions were consummated on October 29,
“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.
“Conversion Shares” means the 13,358,824 shares of
Class A Common Stock issued upon conversion of Founder Shares
at the closing of the Business Combination, which include
12,946,324 shares that are held by the Former Sponsor, 150,000
shares that are held by Robert C. Reeves, 150,000 shares that are
held by John M. Stice, 75,000 shares that are held by John J.
MacWilliams, and 37,500 shares that are held by Jan C. Wilson.
“DGCL” means the General Corporation Law of the State of
“Exchange Act” means the Securities Exchange Act of 1934, as
“Executive Shares” means 13,235,412 shares of Class A
Common Stock underlying 13,235,412 shares of Class B Common
Stock held in the aggregate by Henrik Fisker (6,617,706 shares
individually) and Dr. Geeta Gupta (6,617,706 shares
“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
Company’s IPO, of which 441,176 were forfeited and cancelled in
connection with consummation of the Business Combination.
“Initial Stockholders” means the Former Sponsor and Robert
C. Reeves, John M. Stice, John J. MacWilliams and Jan C. Wilson,
the Company’s independent directors prior to the Business
“IPO” means the Company’s 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.
“Merger Consideration” means the 28,356,906 shares of
Class A Common Stock issued to the former securityholders of
Legacy Fisker pursuant to the transactions contemplated by the