Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On January 6, 2021 and in connection with the initial public offering (the
"IPO") of Bright Lights Acquisition Corp. (the "Company"), the Company adopted
its Amended and Restated Certificate of Incorporation and its Amended and
Restated Bylaws. Each of the Amended and Restated Certificate of Incorporation
and the Amended and Restated Bylaws of the Company is filed herewith as Exhibit
3.1 and Exhibit 3.2, respectively, and each is incorporated by reference herein.
Item 8.01 Other Events.
On January 6, 2021, Bright Lights Acquisition Corp. (the "Company") consummated
its initial public offering (the "IPO") of 23,000,000 units (the "Units"),
including the issuance of 3,000,000 Units as a result of the underwriters'
exercise of their option to purchase additional Units in full. Each Unit
consists of one share of Class A common stock of the Company, par value $0.0001
per share ("Class A Common Stock"), and one-half of one redeemable warrant of
the Company. Each whole warrant entitles the holder thereof to purchase one
share of Class A Common Stock 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 $230,000,000.
Substantially concurrently with the closing of the IPO, the Company completed
the private sale of 6,600,000 warrants (the "Private Placement Warrants") to the
Company's sponsor, Bright Lights Sponsor LLC, at a purchase price of $1.00 per
Private Placement Warrant, generating gross proceeds to the Company of
$6,600,000. The Private Placement Warrants are identical to the warrants sold as
part of the Units in the IPO except that, as long as the Sponsor or its
permitted transferees beneficially own the Private Placement Warrants, the
Private Placement Warrants (including the shares of Class A Common Stock
issuable upon exercise of such Private Placement Warrants) are subject to
certain transfer restrictions and the holders thereof are entitled to certain
registration rights, and: (1) will not be redeemable by the Company (except as
described in the Company's prospectus); and (2) may be exercised by the holders
on a cashless basis.
A total of $230,000,000, comprised of proceeds from the IPO and the sale of the
Private Placement Warrants, was 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 of: (1) the completion of the Company's initial
business combination; (2) the redemption of any public shares properly submitted
in connection with a stockholder vote to amend the Company's amended and
restated certificate of incorporation (A) to modify the substance or timing of
the Company's obligation to allow redemptions 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 stockholders'
rights or pre-initial business combination activity; and (3) the redemption of
all of the Company's public shares if it is unable to complete 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. 333-251513):
? An Underwriting Agreement, dated January 6, 2021, among the Company and
Jefferies LLC and Moelis & Company LLC, as representatives of the several
underwriters.
? A Warrant Agreement, dated January 6, 2021, between the Company and Continental
Stock Transfer & Trust Company, as warrant agent.
? A Letter Agreement, dated January 6, 2021, among the Company, the Sponsor and
the Company's officers and directors.
? An Investment Management Trust Agreement, dated January 6, 2021, between the
Company and Continental Stock Transfer & Trust Company, as trustee.
? A Registration Rights Agreement, dated January 6, 2021, among the Company, the
Sponsor and certain other security holders.
? A Private Placement Warrants Purchase Agreement, dated January 6, 2021, between
the Company and the Sponsor.
? An Administrative Services Agreement, dated January 6, 2021, between the
Company and Bright Lights Sponsor LLC.
? A Strategic Services Agreement, dated January 6, 2021, by and between the
Company and Hahn Lee.
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? Indemnity Agreement, dated January 6, 2021, between the Company and Michael
Mahan.
? Indemnity Agreement, dated January 6, 2021, between the Company and Hahn Lee.
? Indemnity Agreement, dated January 6, 2021, between the Company and Allen
Shapiro.
? Indemnity Agreement, dated January 6, 2021, between the Company and John
Howard.
? Indemnity Agreement, dated January 6, 2021, between the Company and Ciara
Wilson.
? Indemnity Agreement, dated January 6, 2021, between the Company and Peter
Guber.
? Indemnity Agreement, dated January 6, 2021, between the Company and Mark
Shapiro.
? Indemnity Agreement, dated January 6, 2021, between the Company and Selena
Kalvaria.
On January 6, 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 January 6, 2021, amongt the Company and
Jefferies LLC and Moelis & Company LLC, as representatives of the
several underwriters.
3.1 Amended and Restated Certificate of Incorporation of the Company.
3.2 Bylaws.
4.1 Warrant Agreement, dated January 6, 2021, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent.
10.1 Letter Agreement, dated January 6, 2021, among the Company, the
Sponsor and the Company's officers and directors.
10.2 Investment Management Trust Agreement, dated January 6, 2021, between
the Company and Continental Stock Transfer & Trust Company, as
trustee.
10.3 Registration Rights Agreement, dated January 6, 2021, among the
Company, the Sponsor and certain other security holders party thereto.
10.4 Private Placement Warrants Purchase Agreement, dated January 6, 2021,
between the Company and the Sponsor.
10.5 Administrative Services Agreement, dated January 6, 2021, between the
Company and Bright Lights Sponsor LLC
10.6 Strategic Services Agreement, dated January 6, 2021, between the
Company and Hahn Lee.
10.7 Indemnity Agreement, dated January 6, 2021, between the Company and
Michael Mahan.
10.8 Indemnity Agreement, dated January 6, 2021, between the Company and
Hahn Lee.
10.9 Indemnity Agreement, dated January 6, 2021, between the Company and
Allen Shapiro.
10.10 Indemnity Agreement, dated January 6, 2021, between the Company and
John Howard.
10.11 Indemnity Agreement, dated January 6, 2021, between the Company and
Ciara Wilson.
10.12 Indemnity Agreement, dated January 6, 2021, between the Company and
Peter Guber.
10.13 Indemnity Agreement, dated January 6, 2021, between the Company and
Mark Shapiro.
10.14 Indemnity Agreement, dated January 6, 2021, between the Company and
Selena Kalvaria.
99.1 Press Release, announcing the pricing of the IPO.
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BRIGHT LIGHTS ACQUISITION CORP. 
