Non-accelerated filer

(1)(2)

(3)

(4)

(5)

Represents the estimated maximum number of shares of Class A common stock, par value $0.0001 per share (“”), of the Company following the Business Combination (as defined herein) (such Company, the “”) to be issued to Post-Combination Company stockholders upon completion of the Business Combination, estimated solely for the purpose of calculating the registration fee, and is based on an amount equal to the sum of (a) the product of (i) the sum of (A) 3,739,295 issued and outstanding shares of Luminar Class A Common Stock, par value $0.00001 per share (the “”), (B) 240,000 issued and outstanding shares of Luminar Founders Preferred Stock, par value $0.00001 per share, (C) 1,754,755 issued and outstanding shares of Luminar Series A Preferred Stock, par value $0.00001 per share, (D) 163,306 issued and outstanding shares of Luminar Series Preferred Stock, par value $0.00001 per share, (E) 1,322,780 issued and outstanding shares of Luminar Series Preferred Stock, par value $0.00001 per share, (F) 223,548 issued and outstanding shares of Luminar Series Preferred Stock, par value $0.00001 per share, (G) 49,827 issued and outstanding shares of Luminar Series Preferred Stock, par value $0.00001 per share, (H) 137,715 issued and outstanding shares of Luminar Series Preferred Stock, par value $0.00001 per share, (I) 247,420 issued and outstanding shares of Luminar Series Preferred Stock, par value $0.00001 per share, (J) 1,459,656 issued and outstanding shares of Luminar Series Preferred Stock, par value $0.00001 per share, (K) 385,777 issued and outstanding shares of Luminar Series Preferred Stock, par value $0.00001 per share, (L) 748,674 issued and outstanding shares of Luminar Series Preferred Stock, par value $0.00001 per share, (M) 252,801 issued and outstanding shares of Luminar Series Preferred Stock, par value $0.00001 per share, (N) 317,404 issued and outstanding shares of Luminar Series Preferred Stock, par value $0.00001 per share, and (O) 1,251,971 issued and outstanding shares of Luminar Series X Preferred Stock, par value $0.00001 per share (the “”), in each case, as of September 14, 2020, and (P) 220,934 shares of Luminar Series X Preferred Stock, representing the maximum number of additional shares of Luminar Series X Preferred Stock that may be issued in exchange for the Subsequent Series X Financing Amount (as defined under the Merger Agreement) (ii) 13.5787, the estimated Per Share Company Stock Consideration (as defined herein) under the Merger Agreement, equal to (A) (I) (x) $2,928,828,692 (y) $30,000,000, the maximum Subsequent Series X Financing Amount, (II) $10.00, (B) the sum of (without duplication) (x) 20,265,546, the maximum aggregate number of shares of Luminar Stock that will be outstanding as of immediately prior to the effective time of the First Merger (as defined herein) and (y) 1,524,704, the aggregate number of shares of Luminar Stock issuable upon exercise of all (I) Luminar Stock Options (as defined herein) and (II) Luminar Warrants (as defined herein), in each case, that will be outstanding as of immediately prior to the effective time of the First Merger; (b) 15,308,450 shares of Class A Stock that may be issued as contingent consideration in the Business Combination pursuant to the Merger Agreement; and (c) 35,000,000 shares representing the estimated maximum amount to be held in reserve for future issuance.

Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is (i) $12.02 (the average of the high and low prices of Public Shares as reported on Nasdaq on September 8, 2020) (ii) 220,234,292 shares of Class A Stock to be registered.

 

—To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of August 24, 2020 (as it may be amended from time to time, the “”), by and among the Company, Dawn Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“”), Dawn Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (“”), and Luminar Technologies, Inc., a Delaware corporation (“”), a copy of which is attached to this proxy statement/consent solicitation statement/prospectus as , and approve the transactions contemplated thereby, including, among other things, the merger of First Merger Sub with and into Luminar, with Luminar continuing as the Surviving Corporation (the “”), and immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Luminar with and into Second Merger Sub, with Second Merger Sub continuing as the Surviving Entity (the “” and, together with the First Merger and the other transactions contemplated by the Merger Agreement, the “”) (Proposal No. 1);

—To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding shares of Class A common stock, par value $0.0001 per share, of the Company (the “”) and Class F common stock, par value $0.0001 per share, of the Company (the “” and, together with the Class A Stock, and following the Business Combination, the Class B common stock, par value $0.0001 per share, of the Post-Combination Company, the “”) in connection with the Business Combination (as defined below) (Proposal No. 2);

—To consider and act upon a proposal to adopt the proposed Second Amended and Restated Certificate of Incorporation of the Company in the form attached hereto as (Proposal No. 3);

—To consider and act upon, on a advisory basis, a separate proposal with respect to certain governance provisions in the Second Amended and Restated Certificate of Incorporation in accordance with the United States Securities and Exchange Commission (“”) requirements (Proposal No. 4);

—To consider and vote upon a proposal to approve the Management Longer Term Equity Incentive Plan (the “”), including the authorization of the initial share reserve under the Management Longer Term Equity Incentive Plan (Proposal No. 5);

—To consider and vote upon a proposal to approve the 2020 Equity Incentive Plan (the “”), including the authorization of the initial share reserve under the Omnibus Incentive Plan (Proposal No. 6);

—To consider and vote upon a proposal to approve the 2020 Employee Stock Purchase Plan (the “”), including the authorization of the initial share reserve under the Employee Stock Purchase Plan (Proposal No. 7);

—To consider and vote upon a proposal to elect five directors to serve staggered terms on the Company’s Board until the first, second and third annual meetings of stockholders following the date of the filing of the Second Amended and Restated Certificate of Incorporation, as applicable, and until their respective successors are duly elected and qualified (Proposal No. 8); and

—To consider and vote upon a proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Transaction Proposal, the Issuance Proposal, the Amendment Proposal, the Management Longer Term Equity Incentive Plan Proposal or the Omnibus Incentive Plan Proposal but no other proposal if the Transaction Proposal, the Issuance Proposal, the Amendment Proposal, the Management Longer Term Equity Incentive Plan Proposal and the Omnibus Incentive Plan Proposal are approved (Proposal No. 9).

—To consider and vote upon a proposal to approve the Merger Agreement, a copy of which is attached to this proxy statement/consent solicitation statement/prospectus as , and the transactions contemplated thereby, including, among other things, the Business Combination (Proposal No. 1);

—To consider and act upon, on a advisory basis, a separate proposal with respect to certain governance provisions in the Second Amended and Restated Certificate of Incorporation in accordance with SEC requirements (Proposal No. 4);

—To consider and vote upon a proposal to elect five directors to serve staggered terms on the Board until the first, second and third annual meetings of stockholders following the date of the filing of the Second Amended and Restated Certificate of Incorporation, as applicable, and until their respective successors are duly elected and qualified (Proposal No. 8); and

Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate merger consideration to be paid in connection with the Business Combination is expected to be approximately 292,882,785 shares of Company common stock (deemed to have a value of $10.00 per share) with an implied value equal to the Aggregate Company Stock Consideration. Holders of shares of (a) Luminar Class A Stock, Luminar Preferred Stock and Luminar Founders Preferred Stock will be entitled to receive a number of shares of newly-issued Class A Stock equal to the Per Share Company Stock Consideration for each such share of Luminar Stock, and (b) Luminar Class B Stock will be entitled to receive a number of shares of newly-issued Class B Stock equal to the Per Share Company Stock Consideration for each such share of Luminar Class B Stock. The foregoing consideration to be paid to the Luminar Stockholders may be further increased by Shares of up to 7.5% of the sum of (x) the total outstanding capital stock of the Company and (y) the total shares subject to outstanding Rollover Options and Assumed Warrants, in each case as of the closing of the Business Combination.

As required by applicable SEC guidance, we are requesting that our stockholders vote upon, on a advisory basis, a proposal to approve certain governance provisions contained in the Second Amended and Restated Certificate of Incorporation that materially affect stockholder rights. This separate vote is not otherwise required by Delaware law separate and apart from Proposal No. 3, but pursuant to SEC guidance, we are required to submit these provisions to our stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote, and is not binding on us or our Board (separate and apart from the approval of the Amendment Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Governance Proposal (separate and apart from approval of the Amendment Proposal). For additional information, please see the section entitled “”

Our Board believes that it would be in the best interests of the Post-Combination Company to adopt the Management Longer Term Equity Incentive Plan to assist us in promoting our interests by (a) aligning the interests of eligible participants with those of our stockholders by providing long-term incentive compensation opportunities tied to our performance and the Class A Stock, and (b) attracting, retaining and motivating key personnel upon whose judgment, initiative and effort the successful conduct of our business is largely dependent. The Management Longer Term Equity Incentive Plan will be adopted following the consummation of the Business Combination. For additional information, please see the section entitled “ 5—.”

Yes. Although the Current Company Certificate does not require our Board to seek a third-party valuation or fairness opinion in connection with a business combination unless the target business is affiliated with our Sponsor, directors or officers, our Board received a fairness opinion from Moelis as to the fairness, from a financial point of view and as of the date of such opinion, of the consideration to be paid by the Company to the Luminar Stockholders in the Business Combination. Please see the section entitled “” and the opinion of Moelis attached hereto as for additional information.