1.Name and nature of the underlying security (if preferred shares, the terms
and conditions of issuance shall also be indicated, e.g., dividend yield):
Class A shares issued by Hennessy Capital Acquisition Corp. IV(”HCAC”)
2.Date of occurrence of the event:2020/08/18
3.No., unit price, and monetary amount of the transaction:
10 million shares;USD 10 per share;USD 100 million
4.Counterparty to the trade and its relationship to the company (if the
trading counterparty is a natural person and not a related party of the
company, its name is not required to be disclosed):
Hennessy Capital Acquisition Corp. IV,
a special purpose acquisition company (or SPAC),
listed on the Nasdaq Stock market
non-related party transaction
5.Where the counterparty to the trade is a related party, an announcement
shall also be made of the reason for choosing the related party as trading
counterparty and the identity of the previous owner, including its
relationship with the company and the trading counterparty, the price of the
ownership transfer, and date of transfer:
NA
6.Where the owner of the underlying securities within the past five years
has been a related party of the company, an announcement shall also include
the dates and prices of acquisition and disposal by the related party and
its relationship with the company at the time:
NA
7.Matters related to the creditor’s rights currently being disposed of
(including type of collateral of the disposed creditor’s rights; if the
creditor’s rights are creditor’s rights over a related party, the name of
the related party and the book amount of such creditor’s rights currently
being disposed of must also be announced):
NA
8.Profit (or loss) from the disposal (not applicable in cases of acquisition
of securities) (where originally deferred, the status or recognition shall
be stated and explained):
NA
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important
stipulations:
TPK will transfer full payment to HCAC, to be held in escrow, 1 day
before the scheduled closing date notified by HCAC.
On the closing date, the payment will be released from
the escrow account to HCAC on the condition that the reverse merger
(i.e. business combination) and other conditions precedent are satisfied.
Otherwise, the transaction will be terminated, and the full
payment will be returned to TPK.
10.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making unit:
The current transaction was decided by resolution of board of directors
The reference basis for the decision on price:fairness opinion
The decision-making department: Board of directors
11.Net worth per share of company of the underlying securities acquired or
disposed of:
NT$297.75
12.The discrepancy between the reference price of private placement company
and the transaction amount per share is 20 percent or more:NA
13.Current cumulative no., amount, and shareholding ratio of the securities
being traded (including the current transaction) as of the date of
occurrence and status of any restriction of rights (e.g.,pledges):
No.:10 million shares;
Amount: USD 100 million
Share holding ratio: up to 4.29% of the company shares
(post-closing of HCAC and Canoo’s business combination)
Restriction of rights:The shares represented hereby have not been
registered under The United States Securities Act of 1933, as amended,
or The Securities Laws of any state or other jurisdiction,
and may not be sold or transferred in the absence of
such registration of an exemption therefrom.
14.Privately placed securities (including the current transaction) as a
percentage of total assets of the company and shareholder’s equity of the
parent company on the latest financial statements, and the operating capital
on the latest financial statements as of the date of occurrence:
a percentage of total assets of the company：3.36%
shareholder’s equity of the parent company：8.21%
the operating capital：NT$18,346,844 thousand
15.Broker and broker's fee:NA
16.Concrete purpose or use of the acquisition or disposition:
In view of the growth prospect of Electric Vehicle (EV) industry,
TPK will invest USD100 million in the private placement of Canoo’s
SPAC IPO and aim to expand our footprint in the automotive industry
through Canoo’s innovative designs and revolutionary business model.
The proposed merger is expected to be completed
in the fourth quarter of 2020,subject to, among other things,
the approval of HCAC shareholders, and other closing conditions.
17.Whether the directors expressed any objection to the present transaction:
None
18.Whether the trading counterparty is a related party:No
19.Date of approval by board of directors:
2020/08/13
20.Recognition date by supervisors or approval date by audit committee:
2020/08/13
21.Whether the CPA issued an opinion on the unreasonableness of the current
transaction:No
22.Name of the CPA firm:Crowe(TW) CPAs
23.Name of the CPA:CHIU, CHI-SHENG
24.License no.of the CPA:10200032833
25.Any other matters that need to be specified:
About Canoo:
Canoo is a Los Angeles-based electric vehicle company.
Canoo has designed a modular skateboard platform purpose-built to
deliver maximum vehicle interior space and adaptable to support
a wide range of vehicle applications for consumers and businesses.
Canoo expects to launch its first consumer model in 2022,
simply named the canoo and available only by subscription,
followed shortly after by a last-mile delivery vehicle and a sport vehicle,
each built off of the same underlying skateboard platform.
About HCAC:
Hennessy Capital Acquisition Corp. IV is a special purpose
acquisition company (or SPAC) which raised $300 million
in its IPO in March 2019.
Exchange rate for USD to NTD is 29.48.
Subscribe to Email Alerts