Filed Pursuant to Rule 424(b)(3)
Registration No. 333-251433
(To Prospectus dated December 31, 2020)
306,053,642 Shares of Class A Common
This Prospectus Supplement supplements the prospectus dated
December 31, 2020 (as supplemented to date, the “Prospectus”),
which forms a part of our Registration Statement on Form
S-1 (Registration Statement
No. 333- 251433) filed
with the Securities and Exchange Commission (the “Commission”) on
December 30, 2020 and declared effective by the Commission on
December 31, 2020.
The Prospectus and this Prospectus Supplement relate to the
disposition from time to time of 1) up to 306,053,642 shares of our
Class A Common Stock, which include Class A Common Stock
issuable upon conversion of our Class B Common Stock, the
exercise of certain private placement and public warrants
(together, the “Warrants”), the exercise of certain stock options,
and the vesting of certain restricted stock units, and 2) up to
6,650,000 private placement warrants, which are held or may be held
by the selling securityholders named in the Prospectus. We will not
receive any proceeds from the sale of our securities offered by the
selling securityholders under the Prospectus. We will receive up to
an aggregate of approximately $208,724,873.50 from the exercise of
the Warrants assuming the exercise in full of all of the Warrants
for cash at a current exercise price of $11.50 per share.
This Prospectus Supplement should be read in conjunction with the
Prospectus, which is to be delivered with this Prospectus
Supplement. This Prospectus Supplement updates, amends and
supplements the information included or incorporated by reference
in the Prospectus. If there is any inconsistency between the
information in the Prospectus and this Prospectus Supplement, you
should rely on the information in this Prospectus Supplement.
This Prospectus Supplement is not complete without, and may not be
delivered or utilized except in connection with, the Prospectus,
including any amendments or supplements to it.
Current Report on Form 8-K
On February 16 2021, we filed a Current Report on Form
8-K with the Commission.
The portion of the text of such Form 8-K that is treated as “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, is attached hereto.
We are an “emerging growth company,” as defined under the
federal securities laws, and, as such, may elect to comply with
certain reduced public company reporting requirements for future
Investing in our securities involves a high degree of risk. In
reviewing the Prospectus and this Prospectus Supplement, you should
carefully consider the matters described under the heading
“Risk Factors” beginning on page 6 of the
You should rely only on the information contained in the
Prospectus, this Prospectus Supplement or any Prospectus Supplement
or amendment hereto. We have not authorized anyone to provide you
with different information.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
The date of this prospectus supplement is
February 16, 2021.