FVAM / 5:01 Acquisition Corp. - SEC-arkiveringer, Årsrapport, Fullmaktsdokument

FVAM / 5:01 Acquisition Corp / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* 5:01 Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (the “Shares”) (Title of Class of Securities) 338

FVAM / 5:01 Acquisition Corp / Alyeska Investment Group, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

FVAM / 5:01 Acquisition Corp / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm236221d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* 5:01 ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 33836P105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39612 5:01 Acquisition Corp. (Exact name of registrant as specified in i

5:01 Acquisition Corp. Will Redeem Its Public Shares And Will Not Consummate An Initial Business Combination

Exhibit 99.1 5:01 Acquisition Corp. Will Redeem Its Public Shares And Will Not Consummate An Initial Business Combination San Francisco, CA, September 20, 2022 ? 5:01 Acquisition Corp. (the ?Company?) (Nasdaq: FVAM), a biotechnology-focused special purpose acquisition company, today announced that it will redeem all of its outstanding shares of Class A common stock (the ?public shares?), effective

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2022 5:01 ACQUISITION CORP. (Exact name of Registrant as specified in its Charter) Delaware 001-39612 85-2790755 (State or other jurisdiction of incorporation or organiz

5:01 Acquisition Corp. 501 Second Street, Suite 350 San Francisco, CA 94107

CORRESP 1 filename1.htm 5:01 Acquisition Corp. 501 Second Street, Suite 350 San Francisco, CA 94107 August 19, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Attention: Paul Cline Jennifer Monick Re: 5:01 Acquisition Corp. (the “Company”) Form 10-K for the year ended December 31, 2021 Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FVAM / 5:01 Acquisition Corp / CITADEL ADVISORS LLC - 5:01 ACQUISITION CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* 5:01 Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (the “Shares”) (Title of Class of Securities) 3383

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of 5:01 Acquisition Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersig

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2022 5:01 ACQUISITION CORP. (Exact name of Registrant as specified in its Charter) Delaware 001-39612 85-2790755 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FVAM / 5:01 Acquisition Corp / Sculptor Capital LP - SC 13G Passive Investment

SC 13G 1 d239844dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 5:01 ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 33836P105 (CUSIP Number) March 2, 2022 (Date of Event Which Requires Filing of this Statement) Check

FVAM / 5:01 Acquisition Corp / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 5:01 Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 33836P105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

Promissory Note, dated February 14, 2022, in favor of 5:01 Acquisition LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39612) filed with the Securities and Exchange Commission on February 14, 2022).

Exhibit 10.1 PROMISSORY NOTE $1,000,000.00 February 14, 2022 FOR VALUE RECEIVED, 5:01 Acquisition Corp., a Delaware corporation (?Debtor?), hereby promises to pay to the order of 5:01 Acquisition LLC, a Delaware limited liability company (?Lender?), at such address or such other place as the Lender pay from time to time designate in writing, the principal sum of the lesser of (A) ONE MILLION DOLLA

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 5:01 ACQUISITION CORP. (Exact name of Registrant as specified in its Charter) Delaware 001-39612 85-2790755 (State or other jurisdiction of incorporation or organiza

FVAM / 5:01 Acquisition Corp / Alyeska Investment Group, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

FVAM / 5:01 Acquisition Corp / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* 5:01 ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 33836P105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

FVAM / 5:01 Acquisition Corp / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* 5:01 Acquisition Corp (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 33836P105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the app

FVAM / 5:01 Acquisition Corp / Slate Path Capital LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2021 5:01 ACQUISITION CORP. (Exact name of Registrant as specified in its Charter) Delaware 001-39612 85-2790755 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1)

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2021 5:01 ACQUISITION CORP. (Exact name of Registrant as specified in its Charter) Delaware 001-39612 85-2790755 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? ? ? ? ? Filed by a Party other than the Registrant ? ? ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

FVAM / 5:01 Acquisition Corp / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 5:01 Acquisition Corp (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 33836P105 (CUSIP Number) October 5, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39612 5:01 ACQUISIT

Description of Registrant’s Securities.

Exhibit 4.2 DESCRIPTION OF SECURITIES General Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 200,000,000 shares of Class A common stock, par value $0.0001, 10,000,000 shares of Class B common stock, par value $0.0001, 10,000,000 shares of preferred stock, par value $0.0001. The following summary description of our securities is based on

Annual Report - 10-K

TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 5:01 Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 33836P105 (CUSIP N

Joint Filing Agreement

EX-99.1 2 ex991to13g07422fvam03042021.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated March 5, 2021 with respect to the shares of Class A common stock, par value $0.0001 per share of 5:01 Acquisition Corp., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 5:01 ACQUISITION CORP. (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 33836P105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 5:01 ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 5:01 ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 33836P105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

5:01 Acquisition Corp

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 5:01 Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 33836P105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 5:01 Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 5:01 ACQUISITION CORP. (Exact name of registrant as specified in its char

Non-Employee Director Compensation Policy (Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10-Q (File No. 001-39612) filed with the Securities and Exchange Commission on November 18, 2020).

Exhibit 10.6 5:01 Acquisition Corp. Non-Employee Director Compensation Policy Each member of the board of directors (the “Board”) of 5:01 Acquisition Corp.. (the “Company”) who is not also an employee of the Company or any subsidiary of the Company shall be entitled to the following compensation for service on the Board and its committees: Cash Compensation Effective upon the closing of the Compan

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2020 (November 12, 2020) 5:01 ACQUISITION CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39612 85-2790755 (State or Other Jurisdiction of Incor

5:01 ACQUISITION CORP. BALANCE SHEET

Exhibit 99.1 5:01 ACQUISITION CORP. BALANCE SHEET October 16, 2020 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) Assets: Current assets: Cash $ 1,911,000 $ 2,562,730 (a) $ 1,911,000 51,260 (b) (51,260 )(c) (2,562,730 )(f) Prepaid expenses 238,400 - 238,400 Total current assets 2,149,400 - 2,149,400 Cash held in Trust Account 80,000,000 2,562,730 (f) 82,562,730 Total Assets $ 82,149,400

FVAM / 5:01 Acquisition Corp. Class A / BlueCrest Capital Management Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 5:01 Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 33836P105 (CUSIP Number) 14 October 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

5:01 ACQUISITION CORP.

Exhibit 99.1 5:01 ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 16, 2020 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of 5:01 Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of 5:01 Acquisition

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2020 (October 16, 2020) 5:01 ACQUISITION CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39612 85-2790755 (State or Other Jurisdiction of Incorpo

EX-24.1

AUTHORIZATION LETTER October 13, 2020 Securities and Exchange Commission 100 F Street, NE Washington, D.

EX-24.2

AUTHORIZATION LETTER October 13, 2020 Securities and Exchange Commission 100 F Street, NE Washington, D.

Investment Management Trust Agreement, dated October 13, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10-Q (File No. 001-39612) filed with the Securities and Exchange Commission on November 18, 2020).

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 13, 2020 by and between 5:01 Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-249036

Registration and Stockholder Rights Agreement, dated October 13, 2020, by and among the Company, stockholders party thereto (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10-Q (File No. 001-39612) filed with the Securities and Exchange Commission on November 18, 2020).

Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 13, 2020, is made and entered into by and among 5:01 Acquisition Corp., a Delaware corporation (the “Company”), 5:01 Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto

Underwriting Agreement, dated October 13, 2020, by and between the Company and BofA Securities Inc. (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on October 16, 2020).

Exhibit 1.1 8,000,000 Shares 5:01 ACQUISITION CORP. Class A Common Stock, par value $0.0001 UNDERWRITING AGREEMENT October 13, 2020 1 October 13, 2020 BofA Securities, Inc. As the Underwriter c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: 5:01 Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in th

Letter Agreement, dated October 13, 2020, by and among the Company, its officers, its directors and sponsor (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10-Q (File No. 001-39612) filed with the Securities and Exchange Commission on November 18, 2020).

Exhibit 10.4 October 13, 2020 5:01 Acquisition Corp. 501 Second Street, Suite 350 San Francisco, CA 94107 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among 5:01 Acquisition Corp., a Delaware corporation (the “Company”), and BofA Secu

Private Placement Class A Common Stock Purchase Agreement, dated October 13, 2020, by and among the Company and the sponsor (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10-Q (File No. 001-39612) filed with the Securities and Exchange Commission on November 18, 2020).

Exhibit 10.3 PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENT THIS PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENT, dated as of October 13, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 5:01 Acquisition Corp., a Delaware corporation (the “Company”), and 5:01 Acquisition LLC, a Delaware l

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2020 (October 13, 2020) 5:01 ACQUISITION CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39612 85-2790755 (State or Other Jurisdiction of Incorpo

5:01 Acquisition Corp. Announces Closing of $80.0 Million Initial Public Offering

Exhibit 99.1 5:01 Acquisition Corp. Announces Closing of $80.0 Million Initial Public Offering San Francisco, CA Oct. 16, 2020 (GLOBE NEWSWIRE) – 5:01 Acquisition Corp. (the “Company”) (NASDAQ:FVAM) announced today that it closed its initial public offering of 8,000,000 shares of Class A common stock at $10.00 per share, resulting in gross proceeds of $80.0 million. The Company is a blank check co

8,000,000 Shares Class A Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No.: 333-249036 P R O S P E C T U S 8,000,000 Shares Class A Common Stock This is 5:01 Acquisition Corp.’s initial public offering. We are selling 8,000,000 shares of Class A common stock, par value $0.0001, at an offering price of $10.00 per share. We are a newly organized blank check company incorporated in Delaware and formed for

Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2020 5:01 ACQUISITION CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39612 85-2790755 (State or Other Jurisdiction of Incorporation) (Commission

Form of Letter Agreement among the Registrant and the Registrant’s officers, directors and stockholders.

Exhibit 10.1 , 2020 5:01 Acquisition Corp. 501 Second Street, Suite 350 San Francisco, CA 94107 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among 5:01 Acquisition Corp., a Delaware corporation (the “Company”), and BofA Securities, In

Form of Underwriting Agreement.

Exhibit 1.1 8,000,000 Shares 5:01 ACQUISITION CORP. Class A Common Stock, par value $0.0001 UNDERWRITING AGREEMENT October [●], 2020 1 October [●], 2020 BofA Securities, Inc. As the Underwriter c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: 5:01 Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2020 by and between 5:01 Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-249036 (the “Re

Form of Registration and Stockholder Rights Agreement among the Registrant and the Initial Stockholders.

Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among 5:01 Acquisition Corp., a Delaware corporation (the “Company”), 5:01 Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under

Form of Private Placement Class A Common Stock Purchase Agreement between the Registrant and 5:01 Acquisition LLC.

Exhibit 10.5 PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENT THIS PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENT, dated as of [•], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 5:01 Acquisition Corp., a Delaware corporation (the “Company”), and 5:01 Acquisition LLC, a Delaware limited

Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 5:01 ACQUISITION CORP. 5:01 Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “5:01 Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State

- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 5:01 Acquisition Corp.

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 8, 2020.

Specimen Class A Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-249036) filed with the Securities and Exchange Commission on September 25, 2020).

Exhibit 4.1 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 33836P 105 5:01 ACQUISITION CORP. CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of 5:01 Acquisition Corp., a Delaware corporation (the “Company”), transferable on the books of the Company in person or by du

Promissory Note dated September 17, 2020 between the Registrant and 5:01 Acquisition LLC.

Exhibit 10.7 PROMISSORY NOTE $300,000.00 September 17, 2020 FOR VALUE RECEIVED, 5:01 Acquisition Corp., a Delaware corporation (“Debtor”), hereby promises to pay to the order of 5:01 Acquisition LLC, a Delaware limited liability company (“Lender”), at such address or such other place as the Lender pay from time to time designate in writing, the principal sum of the lesser of (A) THREE HUNDRED THOU

Form of Audit Committee Charter (Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-1 (File No. 333-249036) filed with the Securities and Exchange Commission on September 25, 2020).

Exhibit 99.1 5:01 ACQUISITION CORP. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose and Policy The primary purpose of the Audit Committee (the “Committee”) shall be to act on behalf of the Board of Directors (the “Board”) of 5:01 Acquisition Corp. (the “Company”) in fulfilling the Board’s oversight responsibilities with respect to the Company’s corporate accounting and financial r

Consent of Martin Mackay.

Exhibit 99.5 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE 5:01 Acquisition Corp., a Delaware corporation (the “Company”), is filing a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with a public offering (the “Public Offering”) of its Class A common stock.

Consent of Matthew Patterson.

Exhibit 99.6 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE 5:01 Acquisition Corp., a Delaware corporation (the “Company”), is filing a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with a public offering (the “Public Offering”) of its Class A common stock.

Form of Nominating Committee Charter. (Incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-1 (File No. 333-249036) filed with the Securities and Exchange Commission on September 25, 2020).

Exhibit 99.2 5:01 ACQUISITION CORP. CHARTER OF NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS Purpose The Nominating Committee (“Committee”) is a committee of the Board of Directors (the “Board”) of 5:01 Acquisition Corp. (the “Company”), established to help ensure that the Board is properly constituted to meet its fiduciary obligations to stockholders and the Company and that the Company has and

Form of Compensation Committee Charter. (Incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-1 (File No. 333-249036) filed with the Securities and Exchange Commission on September 25, 2020).

Exhibit 99.3 5:01 ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER OF THE BOARD OF DIRECTORS Purpose of the Committee The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of 5:01 Acquisition Corp. (the “Company”) shall be to oversee and review the Company’s compensation policies, plans and programs, including its executive, director and other incenti

Subscription Agreement dated September 2, 2020 between the Registrant and 5:01 Acquisition LLC.

EX-10.4 6 tm2030399d3ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 5:01 Acquisition Corp. September 2, 2020 5:01 Acquisition LLC 501 Second Street, Suite 350 San Francisco, California 94107 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer 5:01 Acquisition LLC (the “Subscriber” or “you”) has made to purchase 2,300,000 shares (“Founder Shares”) of the com

Form of Indemnity Agreement.

Exhibit 10.6 5:01 Acquisition Corp. Indemnity Agreement This Indemnity Agreement (the “Agreement”) is made and entered into as of , between 5:01 Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. Highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate prote

Form S-1 (File No. 333-249036), as originally filed with the Securities and Exchange Commission (the “Commission”) on September 25, 2020

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 25, 2020.

Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF 5:01 ACQUISITION CORP. The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that: I. The name of this corporation is 5:01 Acquis

Form of Code of Ethics (Incorporated by reference to Exhibit 14 to the Company’s Amendment No.1 to Registration Statement on Form S-1 (File No. 333-249036) filed with the Securities and Exchange Commission on October 8, 2020).

Exhibit 14 CODE OF ETHICS OF 5:01 ACQUISITION CORP. Adopted: September 24, 2020 The Board of Directors (the “Board”) of 5:01 Acquisition Corp. (the “Company”) has adopted this Code of Ethics (this “Code”) to provide value for our stockholders; and · To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; · To prompt full, fair, accurate, t

BYLAWS 5:01 ACQUISITION CORP. (A DELAWARE CORPORATION) ARTICLE I

Exhibit 3.3 BYLAWS OF 5:01 ACQUISITION CORP. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, 19808 or in such other location as the Board of Directors of the corporation (the “Board of Directors”) may from time to time determine or the busi

Consent of Daniella Beckman.

Exhibit 99.4 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE 5:01 Acquisition Corp., a Delaware corporation (the “Company”), is filing a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with a public offering (the “Public Offering”) of its Class A common stock.

Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-249036) filed with the Securities and Exchange Commission on September 25, 2020).

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 5:01 ACQUISITION CORP. 5:01 Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “5:01 Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State

Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 (File No. 333-249036) filed with the Securities and Exchange Commission on September 25, 2020).

Exhibit 3.4 Amended and Restated Bylaws of 5:01 Acquisition Corp. (a Delaware Corporation) September 24, 2020 5:01 ACQUISITION CORP. Amended and Restated Bylaws ARTICLE I Offices Section 1. Registered Office. The registered office shall be established and maintained at the office of Corporation Service Company, Inc., in the City of Wilmington, County of New Castle, in the State of Delaware, and sa

-

TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on September 10, 2020.