What action is Fisker taking with respect to its public warrants?

On March 19, 2021, Fisker issued a warrant redemption notice.

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Why was Fisker able to redeem its public warrants?

As outlined in the Warrant Agreement (which sets forth the terms of the public warrants), Fisker has the right to redeem its public warrants if the closing price of its common stock is at or above $18.00 per share on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date of the warrant redemption notice. This requirement has been satisfied and Fisker has chosen to redeem all outstanding public warrants on a “cashless” basis per the terms of the Warrant Agreement.

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I received a warrant redemption notice, what does this mean for me?

Per the Warrant Agreement, warrant holders receive notice of Fisker’s intent to redeem the outstanding public warrants no less than 30 days prior to the redemption date for the public warrants.

Based on the date of the redemption notice that was provided to warrant holders on March 19, 2021, the last day to exercise public warrants is April 19, 2021 at 5:00PM New York City time, which is the redemption date.

Up until April 19, 2021, each warrant can be exercised on a cashless basis. This means that for each 1 exercised warrant, the warrant-holder will receive 0.4954 shares of Fisker Class A common stock. The public warrants can no longer be exercised by paying cash.

Any warrant that is unexercised and outstanding on April 19, 2021 will be redeemed by Fisker for $0.01 in accordance with the terms outlined in the Warrant Agreement.

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If I exercise 100 warrants, how many shares of Class A common stock of Fisker will I receive pursuant to a cashless exercise? And what would I have received if I exercised for cash?

Under cashless exercise, exercise of 100 warrants would result in the issuance of 49 shares of Fisker Class A common stock (100 warrants x 0.4954, rounded down to nearest whole share). Based on the closing price on Thursday, March 18, 2021, 49 FSR shares are valued at approximately $982. 

Under the cash exercise method, exercise of 100 warrants plus cash of $1,150 ($11.50 per warrant) would result in receipt of 100 shares of Fisker Class A common stock. Based on the closing price on Thursday, March 18, 2021, 100 Fisker shares would be worth approximately $2,005. Less the $1,150 cash required to exercise, total net value received for 100 warrants would be approximately $855 in this example.

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How do I cashless exercise my warrants?

The process for exercise is set forth in the notice of redemption. The first step should be to contact your broker. If your broker has questions, Fisker has set up a toll-free hotline through Morrow Sodali to answer questions. Individuals should call 800-662-5200 or email FSR.info@investor.morrowsodali.com. Banks and brokerages should call 203-658-9400 or email the address above.

This service can answer questions and provide instructions on the exercise process and is paid for by Fisker as a service to its warrant holders. The actual exercise process will be through your broker who should work with DTC (Depository Trust Company) and Fisker’s warrant agent, Continental Stock Transfer & Trust Company, as set forth in the notice of redemption.

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I read that Fisker is redeeming its public warrants on a “cashless basis,” what exactly does this mean for my ability to exercise my public warrants?

Fisker has elected to allow the holders of its public warrants to exercise their warrants in exchange for Class A common stock on a cashless basis. Each warrant provides the right to receive 0.4954 shares of Fisker Class A common stock. This is opposed to the alternative where each exercised warrant plus $11.50 could be exercised in exchange for 1 share of Fisker Class A common stock.

The cashless exercise method allows the holder to exercise without paying cash by reducing the number of shares receivable by the holder by an amount equal in value to the aggregate exercise price that the holder would otherwise have to pay. Fisker believes this is simpler and less burdensome to warrant holders and also limits the amount of dilution to Fisker shareholders compared to a cash exercise.

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What will happen if I do not exercise my warrants by April 19, 2021?

Any warrant that is unexercised and outstanding after the 30-day period ending April 19, 2021 will be redeemed by Fisker for $0.01 in accordance with the terms outlined in the Warrant Agreement.

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Can I sell my public warrants after receiving a redemption notice?

Yes, Fisker public warrants will continue to trade during the 30-day redemption notice period.

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Will the public warrants trade on the NYSE after the redemption date?

No, Fisker public warrants will cease trading after the last day that the public warrants can be exercised, which is April 19, 2021.

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What agreement governs the rights of warrant holders?

Public warrant holders can review the Warrant Agreement, found here , for more information.

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What do I do if I have further questions on how to exercise my warrants?

Questions about how to exercise warrants should be directed to your broker. An alternative is to contact Morrow Sodali. Individuals should call 800-662-5200 or email FSR.info@investor.morrowsodali.com. Banks and brokerages should call 203-658-9400 or email the address above. 

This service can answer questions and provide instructions on the exercise process and is paid for by Fisker as a service to its warrant holders. The actual exercise process will be through your broker who should work with DTC (Depository Trust Company) and Fisker’s warrant agent, Continental Stock Transfer and Trust Company, as set forth in the notice of redemption.

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