Item 8.01 Other Events.
On February 19, 2021, New Vista Acquisition Corp (the "Company") consummated its
initial public offering (the "IPO") of 27,600,000 units (the "Units"), including
the issuance of 3,600,000 Units as a result of the underwriter's exercise of its
option to purchase additional Units in full. Each Unit consists of one Class A
ordinary share of the Company, par value $0.0001 per share (an "Ordinary
Share"), and one-third of one redeemable warrant of the Company. Each whole
warrant entitles the holder thereof to purchase one Ordinary Share for $11.50
per share, subject to adjustment. The Units were sold at a price of $10.00 per
Unit, generating gross proceeds to the Company of $276,000,000.
Substantially concurrently with the closing of the IPO, the Company completed
the private sale of 5,680,000 warrants (the "Private Placement Warrants") at a
purchase price of $1.50 per Private Placement Warrant, to the Company's sponsor,
New Vista Acquisition Sponsor LLC, a Delaware limited liability company (the
"Sponsor"), generating gross proceeds to the Company of $8,520,000. The Private
Placement Warrants are identical to the warrants sold as part of the Units in
the IPO except that, so long as they are held by the Sponsor or its permitted
transferees: (1) they will not be redeemable by the Company (except in certain
redemption scenarios when the price per Ordinary Share equals or exceeds $10.00
(as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise
of these warrants) may not, subject to certain limited exceptions, be
transferred, assigned or sold until 30 days after the completion of the
Company's initial business combination; (3) they may be exercised by the holders
on a cashless basis; and (4) they (including the Ordinary Shares issuable upon
exercise of these warrants) are entitled to registration rights.
A total of $276,000,000, comprised of proceeds from the IPO and the sale of the
Private Placement Warrants, were placed in a U.S.-based trust account at J.P.
Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust
Company, acting as trustee. Except with respect to interest earned on the funds
held in the trust account that may be released to the Company to pay its taxes,
if any, the funds held in the trust account will not be released from the trust
account until the earliest to occur of: (1) the completion of the Company's
initial business combination; (2) the redemption of any public shares properly
submitted in connection with a shareholder vote to amend the Company's amended
and restated memorandum and articles of association (A) to modify the substance
or timing of the Company's obligation to allow redemption in connection with its
initial business combination or to redeem 100% of its public shares if the
Company does not complete its initial business combination within 24 months from
the closing of the IPO or (B) with respect to any other provision relating to
shareholders' rights or pre-initial business combination activity; and (3) the
redemption of the Company's public shares if the Company has not completed its
initial business combination within 24 months from the closing of the IPO,
subject to applicable law.
In connection with the IPO, the Company entered into the following agreements,
the forms of which were previously filed as exhibits to the Company registration
statement (File No. 333-252622):
? Amended and Restated Memorandum and Articles of Association of the Company.
? Underwriting Agreement, dated February 16, 2021, between, on the one hand, the
Company and, on the other hand, Citigroup Global Markets Inc. and Jefferies
LLC.
? Warrant Agreement, dated February 16, 2021, between the Company and Continental
Stock Transfer & Trust Company, as warrant agent.
? Letter Agreement, dated February 16, 2021, among the Company, the Sponsor and
certain other security holders named therein.
? Investment Management Trust Agreement, dated February 16, 2021, between the
Company and Continental Stock Transfer & Trust Company, as trustee.
? Registration Rights Agreement, dated February 16, 2021, among the Company, the
Sponsor and certain other security holders named therein.
? Administrative Services Agreement, dated February 16, 2021, between the Company
and New Vista Acquisition Sponsor LLC.
? Private Placement Warrants Purchase Agreement, dated February 16, 2021, between
the Company and the Sponsor.
? Indemnity Agreement, dated February 16, 2021, between the Company and Dennis A.
Muilenburg.
? Indemnity Agreement, dated February 16, 2021, between the Company and Travis S.
Nelson.
? Indemnity Agreement, dated February 16, 2021, between the Company and Kirsten
Bartok Touw.
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? Indemnity Agreement, dated February 16, 2021, between the Company and Marion
Blakey.
? Indemnity Agreement, dated February 16, 2021, between the Company and Howard L.
Lance.
? Indemnity Agreement, dated February 16, 2021, between the Company and
Christopher B. Lofgren.
? Indemnity Agreement, dated February 16, 2021, between the Company and Stephen
W. Wilson.
On February 16, 2021, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the
pricing of the IPO.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
1.1 Underwriting Agreement, dated February 16, 2021, between, on the one
hand, the Company and, on the other hand, Citigroup Global Markets Inc.
and Jefferies LLC.
3.1 Amended and Restated Memorandum and Articles of Association of the
Company.
4.1 Warrant Agreement, dated February 16, 2021, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent.
10.1 Letter Agreement, dated February 16, 2021, among the Company, the
Sponsor and certain other security holders named therein.
10.2 Investment Management Trust Agreement, dated February 16, 2021,
between the Company and Continental Stock Transfer & Trust Company, as
trustee.
10.3 Registration Rights Agreement, dated February 16, 2021, among the
Company, the Sponsor and certain other security holders named therein.
10.4 Administrative Services Agreement, dated February 16, 2021, between
the Company and New Vista Acquisition Sponsor LLC
10.5 Private Placement Warrants Purchase Agreement, dated February 16,
2021, between the Company and the Sponsor.
10.6 Indemnity Agreement, dated February 16, 2021, between the Company and
Dennis A. Muilenburg.
10.7 Indemnity Agreement, dated February 16, 2021, between the Company and
Travis S. Nelson.
10.8 Indemnity Agreement, dated February 16, 2021, between the Company and
Kirsten Bartok Touw.
10.9 Indemnity Agreement, dated February 16, 2021, between the Company and
Marion Blakey.
10.10 Indemnity Agreement, dated February 16, 2021, between the Company and
Howard L. Lance.
10.11 Indemnity Agreement, dated February 16, 2021, between the Company and
Christopher B. Lofgren.
10.12 Indemnity Agreement, dated February 16, 2021, between the Company and
Stephen W. Wilson.
99.1 Press Release, dated February 16, 2021.
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