Current Report Filing (8-k)
March 23 2021 - 5:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): March 22, 2021
SKILLZ
INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-39243
(Commission
File Number)
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46-2682707
(IRS Employer
Identification No.)
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PO Box 445
San Francisco, California 94104
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (415) 762-0511
(Former name or former
address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share
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SKLZ
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NYSE
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Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share
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SKLZ.WS
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NYSE
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). x
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 7.01.
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Regulation FD Disclosure.
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On
March 22, 2021, Skillz Inc., a Delaware corporation (f/k/a Flying Eagle Acquisition Corp.) (the “Company”), issued
a press release announcing the redemption of all of its outstanding warrants, other than the Private Placement Warrants (as defined
in the Warrant Agreement) held by Eagle Equity Partners II, LLC, a Delaware limited liability company
(or its permitted transferees), to purchase shares of the Company's Class A common stock that were issued under the Warrant Agreement,
dated as of March 5, 2020 (the “Warrant Agreement”), by and among Flying Eagle Acquisition Corp. and Continental Stock
Transfer & Trust Company, as warrant agent and transfer agent. A copy of the press release is filed as Exhibit 99.1 hereto
and is incorporated herein by reference.
A
copy of the Notice of Redemption delivered by the Company is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
None of this Current Report on Form 8-K. the press release attached hereto as Exhibit 99.1 nor the Notice of Redemption attached
hereto as Exhibit 99.2 constitutes an offer to sell or the solicitation of an offer to buy any Company securities, and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
The
information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of
the Exchange Act. or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act or the Exchange Act. except as expressly set forth by specific reference in such filing.
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Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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SKILLZ INC.
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By:
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/s/ Charlotte Edelman
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Name:
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Charlotte Edelman
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Title:
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VP of Legal
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Date: March 22, 2021
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