Lockups and Earnouts Glossary
This glossary is designed to help you understand the meaning of various column names in the Lockups and Earnouts table.
| Column Name | Example | Description |
|---|---|---|
| CIK | 0001815849 | The CIK of the SPAC |
| DeSPAC CIK | 0001815849 | The CIK number, which is the unique identifier of the De-SPAC'd company (different than the SPAC CIK) |
| SPAC Name | SUSTAINABLE OPPORTUNITIES ACQUISITION CORPORATION | The name of the SPAC |
| SPAC Status | COMPLETED | The current stage of life for the SPAC. (Filed, Searching, Announced, Completed, Withdrawn, Abandoned) |
| Industry | NATURAL RESOURCES | The broad sector that the SPAC or Target Company falls into |
| Sub-Industry | METALS & MINING | The specialized segment within a larger industry, characterized by unique features and market dynamics. |
| DeSPAC Share Symbol | TMC | The anticipated and/or final ticker the Target Company will trade under |
| Announced Date | Mar 4, 2021 | The date the SPAC announces a combination with a target company |
| Closing Date | Sep 10, 2021 | The date the deal closes (the de-SPAC date) |
| Party Subject to Lockup | SPONSOR | The lock-up party type references either the sponsor’s share (i.e. Sponsor) or the company’s shares (i.e. Company). |
| % of All Shares Subject to Any Lockup | 100.0% | The overall percent of shares applicable to the Lock-up Party Type (i.e. the sponsor or company) subject to any type of lock-up. |
| Hurdle Type | PRICE HURDLES | The percent of shares applicable to the Lock-up Party Type (i.e. the sponsor or company) subject to a time-based lockup (i.e. Lock-up Period). |
| Hurdle Order | 1 | The percent of shares applicable to the Lock-up Party Type (i.e. the sponsor or company) subject to a price hurdle-based lock-up (i.e. Price Hurdle). |
| % of Shares Subject to Time Period (only) Lockup | 100.0% | The percent of shares applicable to the Lock-up Party Type (i.e. the sponsor or company) subject to (1) a time-based lock-up (i.e. Lock-up Period) OR (2) a price hurdle-based lock-up (i.e. Price Hurdle) after the shares reach the minimum lock-up period. Whichever is achieved first will dictate when these shares are released from the lock-up. |
| % of Shares Subject to Price Hurdle (only) Lockup | 100.0% | The number of months applicable shares cannot be sold or transferred in regards to the corresponding lock-up. |
| % of Shares Subject to Earlier of Time Period or Price Hurdle Lockup | 100.0% | The type of hurdle that must be achieved in order for the applicable lock-up shares to be released. |
| Lockup Period (months) | 6.00 | If there are multiple lock-up hurdles for the sponsor or company, they will be listed in ascending order (based on the lock-up period or price hurdle) here - starting at '1' (i.e. the first hurdle) until the last hurdle (e.g. '4'). |
| Min Lockup Period For Hurdle (days) | 90.00 | If there is a price hurdle type or other hurdle type, this is the number of days the shares are required to be locked-up for, before the corresponding price hurdle or other hurdle can be satisfied. |
| Price Hurdle | 12.00 | This is the share value price that must be achieved in order to satisfy the corresponding lock-up requirement. Commonly, this will be measured by the VWAP of the shares over a 30-trading day period and the price hurdle will need to be achieved for a minimum of 20-trading days during that period. |
| % Subject to the Hurdle | 100.0% | The percent of shares that will be released from lock-up after satisfying the price hurdle or other hurdle in question. |
| Lockup Pending | PENDING AGREEMENT | When a company has yet to disclose the specifics of the lock-up they intend to enter into, this will be labeled here as 'Pending Agreement'. |
| Lockup Early Release Date | Feb 13, 2024 | Applicable only for DeSPACs - this is the date related to the minimum amount of time from the closing date, that the shares will be locked-up before being able to achieve the corresponding price hurdle or other hurdle type. |
| Max Lockup Expiry Date | May 15, 2024 | Applicable only for DeSPACs - this is the date, related to the corresponding hurdle, where the shares will be released from the lock-up. |
| Outside Termination Date Original | Mar 31, 2023 | Original/Initial Outside Date. Also, referred to as the Termination Date. |
| Outside Termination Date Amended | Oct 31, 2023 | Amended Outside Date. Also, referred to as the Termination Date. |
| Party Subject to Earnout | SPONSOR | The earnout party type references either the sponsor or company eligible to receive the corresponding earnout share amount. |
| Earnout Share Amount | 1,241,000 | The maximum number of earnout shares that may be received by the applicable earnout party type (i.e. sponsor or company). |
| Earnout Warrant Amount | 1,241,000 | The maximum number of earnout warrants that may be received by the applicable earnout party type (i.e. sponsor or company). |
| Threshold Order | 1 | If there are multiple earnout hurdles for the sponsor or company, they will be listed in ascending order - starting at '1' (i.e. the first hurdle) until the last hurdle (e.g. '6'). Please note, that sometimes a SPAC may have multiple rows labeled earnout #1 (for a specific party type), which in those cases the earnout is generally achieved upon whichever threshold is achieved first. |
| Earnout Threshold Type | SHARE PRICE | Type: This is the type of earnout hurdle. It can be based on share price, revenue, EBITDA, etc. |
| Numerical Threshold | 12.00 | This is the numerical value (e.g. $15.00 per share or $100,000,000 in revenue), in regards to the hurdle type, that must be reached or exceeded in order to release the applicable earnout shares. |
| % of Earnout Consideration Released at Threshold | 59.71% | This is the percent of the total earnout shares released if the corresponding hurdle is achieved. |
| Important Earnout Threshold Information | Any 20 trading days within any 30-trading day period | This is more specific detail on the corresponding earnout (if any). |
| Earnout Vesting Period (months) | 180.00 | This is the number of months (if applicable) after the closing, the sponsor or company has in order to satisfy the earnout hurdle or they will forfeit the applicable earnout shares. |
| Earnout Vesting Date | Sep 10, 2036 | The sponsor or company has until this date to satisfy the applicable earnout hurdle or they will forfeit the corresponding earnout shares. Sometimes this date can be in regards to a quarter-end or year-end hurdle, for example, revenue reported as of 12/31/24, in which case the earnout shares may be achieved once the 10-K is published in 2025 (and the hurdle is satisfied for the corresponding quarter or year). |