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New Schedule 13G Filings

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(@seancallahan)
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Fisker's Investor Relations site has a lot of new Schedule 13G filings including one today from Magna International. Magna is reporting a 9.8% stake based on the right to acquire 19,474,454 Warrants. Other filings include Fifthdelta (9.79%), Vanguard (8.53%), BlackRock (6.9%), and Moore Capital (4.8%). Schedule 13G is an SEC form that is used to report any stock ownership which exceeds 5% of a company's total stock. 

https://investors.fiskerinc.com/financials/sec-filings/default.aspx

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Silvernort
(@silvernort)
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@seancallahan So this is a right to acquire or what they own?


   
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(@seancallahan)
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@silvernort Stock warrants typically give someone the right to purchase a company's stock at a specific price by a specific date similar to stock options. The prospectus supplement from June 17, 2021 mentions the 19,474,454 warrants "in connection with entering into a cooperation agreement." The stock warrants appear to be 1:1 (1 warrant = 1 share). My guess, if Magna owned shares the filing today wouldn't have listed warrants. The 10-K from 2022 lists the vesting schedule of Magna warrants. It appears to show three vesting milestones with 100% of the warrants being vested at "Start of pre-serial production." That's probably where we are today with this filing. 

The Prospectus and this prospectus supplement also relates to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of up to 133,785,596 shares of Class A Common Stock, including (i) 28,356,906 shares of Class A Common Stock issued pursuant to the Business Combination Agreement (as defined in the Prospectus) as Merger Consideration (as defined in the Prospectus), (ii) 13,358,824 Conversion Shares (as defined in the Prospectus), (iii) 9,360,000 shares of Class A Common Stock that may be issued upon exercise of the Private Warrants, (iv) 13,235,412 Executive Shares (as defined in the Prospectus), (v) up to 19,474,454 shares of Class A Common Stock that may be issued upon exercise of 19,474,454 warrants originally issued in a private placement to Magna International Inc. in connection with entering into a cooperation agreement, at an exercise price of $0.01 per share of Class A Common Stock (the “Magna Warrants”), and (vi) 50,000,000 PIPE Shares (as defined in the Prospectus).

The Agreement stipulates the terms and conditions under which Magna will manufacture and deliver electric vehicles to, and provide related services for, Fisker and supersedes the Initial CMA. Fisker and Magna intend to perform the work under the Agreement in four phases: (i) a planning, pre-serial phase, (ii) a launch phase, (iii) a serial production phase and (iv) a post-serial production phase. The Agreement continues until March 31, 2029, subject to rights of extension and earlier termination as set forth in the Agreement. 

https://www.sec.gov/Archives/edgar/data/1720990/000119312521192738/d175606d424b3.htm

The Magna Warrants are subject to vesting as follows:

Magna Warrant Vesting

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(@progresscarolina)
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Just found Magna SEC filings showing now they own 9.8% of Fisker I think?

 

 


   
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(@seancallahan)
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@progresscarolina Yep, that's correct! It appears they've fully vested their warrants.

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Silvernort
(@silvernort)
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@seancallahan Thanks! I get Fiskers' finacial notices, but so often I really don't know what I'm looking at. 🤔


   
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(@seancallahan)
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@silvernort Same here. Most of them are pretty confusing to me too. 🤔

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(@seancallahan)
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Tried making sense of this tonight now that I had more time.

https://fiskerati.com/fsr/magna-vests-fisker-warrants-increasing-stake-to-9-8/

Check out the latest episode of All-Things Fisker.

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