DESCRIPTION OF REGISTRANTS SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934
The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to Fisker Inc.s Second Amended and Restated Certificate of Incorporation (the Certificate of Incorporation), the Bylaws and the warrant-related documents described herein, which are exhibits to Fisker Inc.s Annual Report on Form 10-K for the year ended December 31, 2020. We encourage you to read each of the Certificate of Incorporation, the Bylaws, the warrant-related documents described herein and the applicable provisions of the Delaware General Corporation Law (DGCL) in their entirety for a complete description of the rights and preferences of our securities.
On October 29, 2020 (the Closing Date), Spartan Energy Acquisition Corp., our predecessor company, consummated the previously announced merger pursuant to that certain Business Combination Agreement, dated July 10, 2020 (the Business Combination Agreement), by and among Spartan, Spartan Merger Sub Inc., a wholly-owned subsidiary of Spartan incorporated in the State of Delaware (Merger Sub), and Fisker Group Inc. (f/k/a Fisker Inc.), a Delaware corporation (Legacy Fisker). Pursuant to the terms of the Business Combination Agreement, a Business Combination between the Company and Legacy Fisker was effected through the merger of Merger Sub with and into Legacy Fisker, with Legacy Fisker surviving as the surviving company and as a wholly-owned subsidiary of Spartan (the Merger and, collectively with the other transactions described in the Business Combination Agreement, the Business Combination). On the Closing Date, and in connection with the closing of the Business Combination (the Closing), Spartan Energy Acquisition Corp. changed its name to Fisker Inc.
Unless the context indicates otherwise, references herein to the Company, Fisker, we, us, our and similar terms refer to Fisker Inc. (f/k/a Spartan Energy Acquisition Corp.) and its consolidated subsidiaries (including Legacy Fisker). References to Spartan refer to our predecessor company prior to the consummation of the Business Combination. Terms not otherwise defined herein are defined in the Companys Form S-1 filed with the Securities and Exchange Commission (the SEC) on December 1, 2020 (File Number 333-249981).
Authorized Capital Stock
The Company is authorized to issue 915,000,000 shares of capital stock, consisting of three classes: 750,000,000 shares of Class A common stock, $0.00001 par value per share (Class A Common Stock), 150,000,000 shares of Class B common stock, $0.00001 par value per share (Class B Common Stock), and 15,000,000 shares of preferred stock, $0.00001 par value per share (Preferred Stock).
As of December 31, 2020, there were 144,912,362 shares of Class A Common Stock outstanding, held of record by 97 stockholders. As of December 31, 2020, there were 132,354,128 shares of Class B Common Stock outstanding, held of record by two stockholders. The Companys Class A Common Stock and Public Warrants are listed on the New York Stock Exchange under the symbols FSR and FSR WS, respectively.
The holders of Class A Common Stock are entitled to one vote for each share held of record by such holder and each holder of Class B Common Stock has the right to ten votes per share of Class B Common Stock held of record by such holder on all matters submitted to a vote of the stockholders. The holders of shares of Class A Common Stock and Class B Common Stock shall at all times vote together as a single class on all matters (including the election of directors) submitted to a vote of our stockholders; provided, however, that, except as otherwise required by law, holders of shares of Class A Common Stock and Class B Common Stock shall not be entitled to vote on any amendment to the Certificate of Incorporation (including any certificate of designation relating to any series of preferred stock) that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation (including any certificate of designation relating to