Item 1.01. Entry into a Material Definitive Agreement.
On January 12, 2021, Locust Walk Acquisition Corp. (the "Company") consummated
the sale of 17,500,000 units (the "Units") in its initial public offering (the
"IPO"), which includes 2,200,000 Units purchased by the Underwriters to cover
over-allotments. Each Unit consists of one share of the Company's Class A common
stock, par value $0.0001 per share ("Common Stock"), and one third of one
warrant (each, a "Warrant"), where each whole Warrant entitles the holder to
purchase one share of Common Stock for $11.50 per share. The Units were sold in
the IPO at an offering price of $10.00 per Unit for gross proceeds of
$175,000,000 (before underwriting discounts and commissions and offering
expenses). Pursuant to the Underwriting Agreement (defined below), the Company
granted the underwriters in the IPO (the "Underwriters") a 45-day option to
purchase up to 2,295,000 additional Units solely to cover over-allotments, if
any (the "Over-Allotment Option"); and on January 11, 2021, the Underwriters
notified the Company that they were partially exercising the Over-Allotment
Option for 2,200,000 Units and waiving the remainder of the Over-Allotment
Option. As a result of the Underwriters' determination not to fully exercise the
Over-Allotment Option, certain of the Company's initial stockholders forfeited
an aggregate of 23,750 shares of the Company's Class B common stock. Immediately
following the consummation of the IPO, there were an aggregate of 22,556,250
shares of the Company's common stock issued and outstanding.
In connection with the closing of 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. 333-251496) for the IPO,
originally filed with the Securities and Exchange Commission (the "Commission")
on December 18, 2020 (as amended, the "Registration Statement"):
? An Underwriting Agreement, dated January 7, 2021 (the "Underwriting
Agreement"), between the Company and Cantor Fitzgerald & Co.
("Cantor") as representative of the Underwriters;
? An Investment Management Trust Agreement, dated January 7, 2021,
between the Company and Continental Stock Transfer & Trust Company;
? A Warrant Agreement, dated January 7, 2021, between the Company and
Continental Stock Transfer & Trust Company;
? A Registration Rights Agreement, dated January 7, 2021, between the
Company and certain security holders of the Company;
? A Letter Agreement, dated January 7, 2021, by and among the Company,
its officers and directors and certain of the Company's security
holders;
? A Unit Subscription Agreement, dated January 7, 2021, between the
Company and Locust Walk Sponsor, LLC; and
? An Administrative Services Agreement, dated January 7, 2021, between
the Company and Locust Walk Sponsor, LLC.
A description of the material terms of each of these agreements is included in
the Registration Statement and incorporated herein by this reference.
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Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO, the Company consummated the
issuance and sale ("Private Placement") of 545,000 Units (the "Placement Units")
in a private placement transaction at a price of $10.00 per Placement Unit,
generating gross proceeds of $5,450,000. The Placement Units were purchased by
the Company's sponsor, Locust Walk Sponsor, LLC. The Warrants included in the
Placement Units are identical to the Warrants included in the IPO Units except
that, so long as they are held by the Sponsor or its permitted transferees (a)
they are not redeemable by the Company, (b) they (including the underlying
Common Stock) may not be transferred, assigned or sold until 30 days after the
consummation of the Company's initial business combination, subject to certain
limited exceptions, and (c) they may be exercised on a cashless basis. No
underwriting discounts or commissions were paid with respect to such sale. The
issuance of the Placement Units was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended.
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure set forth under Item 5.03 is incorporated herein by this
reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On January 8, 2021, in connection with the IPO, the Company filed its amended
and restated certificate of incorporation (the "Amended and Restated
Certificate") with the Secretary of State of the State of Delaware. A
description of the material terms of the Amended and Restated Certificate is
included in the Registration Statement and incorporated herein by this
reference. In addition, a copy of the Amended and Restated Certificate is
attached hereto as Exhibit 3.1 and is incorporated herein by this reference.
Item 8.01. Other Events.
A total of $175,000,000 of the net proceeds from the IPO and the Private
Placement (which includes approximately $6.6 million of the Underwriters'
deferred discount) were placed in a trust account established for the benefit of
the Company's public stockholders at JP Morgan Chase Bank, N.A., with
Continental Stock Transfer & Trust Company acting as trustee. Except for the
withdrawal of interest to pay taxes (or dissolution expenses if a business
combination is not consummated), none of the funds held in the trust account
will be released until the earlier of (i) the completion of the Company's
initial business combination, (ii) in connection with a stockholder vote to
amend the Amended and Restated Certificate to modify the substance or timing of
the Company's obligation to redeem 100% of its Common Stock if it does not
complete an initial business combination within 24 months from the completion of
the IPO or (iii) the redemption of all shares of Common Stock issued in the IPO
if the Company is unable to consummate an initial business combination within 24
months from the completion of the IPO.
A copy of the press release issued by the Company on January 7, 2021 regarding
the pricing of the IPO is included as Exhibit 99.1 to this Current Report on
Form 8-K.
A copy of the press release issued by the Company on January 12, 2021 regarding
the closing of the IPO is included as Exhibit 99.2 to this Current Report on
Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated January 7,
2021, between the Company and Cantor
Fitzgerald & Co.
3.1 Amended and Restated Certificate of
Incorporation, filed with the Secretary of
State of the State of Delaware on January 8,
2021.
4.1 Warrant Agreement, dated January 7, 2021,
between Continental Stock Transfer & Trust
Company and the Company.
10.1 Letter Agreement, dated January 7, 2021,
by and among the Company and certain
security holders, officers and directors of
the Company.
10.2 Investment Management Trust Agreement,
dated January 7, 2021, between Continental
Stock Transfer & Trust Company and the
Company.
10.3 Registration Rights Agreement, dated
January 7, 2021, between the Company
and certain security holders of the
Company.
10.4 Unit Subscription Agreement, dated January
7, 2021, between the Company and Locust Walk
Sponsor, LLC.
10.5 Administrative Services Agreement, dated
January 7, 2021, between the Company and
Locust Walk Sponsor, LLC
99.1 Press Release dated January 7, 2021
(pricing of the IPO).
99.2 Press Release dated January 12, 2021
(closing of the IPO).
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