Item 1.01. Entry into a Material Definitive Agreement.
On January 20, 2021, Group Nine Acquisition Corp. (the "Company") consummated
its initial public offering (the "IPO") of 23,000,000 units (the "Units"),
including 3,000,000 Units sold pursuant to the full exercise of the
underwriters' option to purchase additional Units to cover over-allotments. Each
Unit consists of one share of Class A common stock, par value $0.0001 per share
("Class A Common Stock"), of the Company and one-third of one redeemable warrant
of the Company (the "Public Warrants"), with each whole Public Warrant entitling
the holder thereof to purchase one whole share of Class A Common Stock for
$11.50 per share. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $230,000,000.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's registration
statement on Form S-1 (File No. 333-251560) (the "Registration Statement"):
· an Underwriting Agreement, dated January 14, 2021, among the Company and
Barclays Capital Inc. and Code Advisors LLC, as representatives of the
underwriters named therein, attached hereto as Exhibit 1.1 and incorporated
herein by reference;
· an Investment Management Trust Agreement, dated January 14, 2021, between the
Company and Continental Stock Transfer & Trust Company, as trustee, attached
hereto as Exhibit 10.2 and incorporated herein by reference;
· a Warrant Agreement, dated January 14, 2021, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent, attached hereto
as Exhibit 4.1 and incorporated herein by reference;
· a Registration Rights Agreement, dated January 14, 2021, among the Company and
certain security holders named therein, attached hereto as Exhibit 10.3 and
incorporated herein by reference;
· a Letter Agreement, dated January 14, 2021, among the Company, its officers and
directors and Group Nine SPAC LLC (the "Sponsor") attached hereto as Exhibit
10.1 and incorporated herein by reference;
· a Private Placement Warrants Purchase Agreement, dated January 14, 2021,
between the Company and the Sponsor, attached hereto as Exhibit 10.4 and
incorporated herein by reference; and
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the Company completed the private
sale of 2,840,000 warrants (the "Private Placement Warrants") at a purchase
price of $1.50 per Private Placement Warrant (the "Private Placement"), to the
Sponsor, generating gross proceeds to the Company of $4,260,000. The Private
Placement Warrants are identical to the warrants sold as part of the Units in
the IPO, except that if held by the Sponsor or its permitted transferees, they
(i) may be exercised for cash or on a cashless basis, (ii) are not subject to
being called for redemption under certain redemption scenarios and (iii) subject
to certain limited exceptions, will be subject to transfer restrictions until 30
days following the consummation of the Company's initial business combination.
The Private Placement Warrants were issued pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended, as the transactions did not involve a public
offering.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 14, 2021, in connection with the IPO, Richard Parsons and Jen Wong
(together with Ben Lerer and Brian Sugar, the "Directors") were appointed to the
board of directors of the Company (the "Board"). Effective January 14, 2021,
each of Mr. Parsons and Ms. Wong was also appointed to the audit committee and
the compensation committee of the Board, with Mr. Parsons serving as the chair
of the audit committee and Ms. Wong serving as chair of the compensation
committee.
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In January 2021, the Sponsor transferred 25,000 shares to the Company's Class B
common stock to each of Mr. Parsons and Ms. Wong. The Company will reimburse the
Directors for reasonable out-of-pocket expenses incurred in connection with
fulfilling their roles as directors.
Other than the foregoing, none of the Directors are party to any arrangement or
understanding with any person pursuant to which they were appointed as
directors, nor are they party to any transactions required to be disclosed under
Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal
Year.
On January 14, 2021, the Company filed its Amended and Restated Certificate of
Incorporation in the State of Delaware. The terms of the Amended and Restated
Certificate of Incorporation are set forth in the Registration Statement and are
incorporated herein by reference. A copy of the Amended and Restated Certificate
of Incorporation is attached as Exhibit 3.1 hereto and is incorporated by
reference herein.
Item 8.01. Other Events.
A total of $230,000,000, comprised of $227,240,000 of the proceeds from the IPO,
including $8,050,000 of the underwriters' deferred discount, and $2,760,000 of
the proceeds from the Private Placement, were placed in a U.S.-based trust
account maintained by Continental Stock Transfer & Trust Company, acting as
trustee. Except with respect to interest earned on the funds in the trust
account that may be released to the Company to pay its taxes, the proceeds from
the IPO and the Private Placement held in the trust account will not be released
until the earliest of (a) the completion of the Company's initial business
combination, (b) 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 (i) to modify the substance or timing of its
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 (ii) with respect to any other provisions relating to stockholders'
rights or pre-initial business combination activity, and (c) the redemption of
all of the Company's public shares if it has not completed its business
combination within 24 months from the closing of the IPO, subject to applicable
law. An audited balance sheet as of January 20, 2021 reflecting receipt of the
proceeds upon consummation of the IPO and the Private Placement will be filed
within 4 business days of the consummation of the IPO.
On January 14, 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. On January 20, 2021, the Company issued a press release, a
copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K,
announcing the closing of the IPO.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibits
1.1 Underwriting Agreement, dated January 14, 2021, among the Company
and Barclays Capital Inc. and Code Advisors LLC, as representatives of
the underwriters named therein.
3.1 Amended and Restated Certificate of Incorporation, dated January 14,
2021.
4.1 Warrant Agreement, dated January 14, 2021, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent.
10.1 Letter Agreement, dated January 14, 2021, among the Company, its
officers and directors and the Sponsor.
10.2 Investment Management Trust Agreement, dated January 14, 2021,
between the Company and Continental Stock Transfer & Trust Company, as
trustee.
10.3 Registration Rights Agreement, dated January 14, 2021, among the
Company and certain security holders named therein.
10.4 Private Placement Warrants Purchase Agreement, dated January 14,
2021, between the Company and the Sponsor.
99.1 Press Release, dated January 14, 2021.
99.2 Press Release, dated January 20, 2021.
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GROUP NINE ACQUISITION CORP. 
