DiamondPeak Shareholders Approve Merger with Lordstown Motors

LORDSTOWN, Ohio – Shareholders of DiamondPeak Holdings Corp. have approved the company’s merger with Lordstown Motors Corp., paving the way for the startup automaker to become listed on stock exchanges.

The shareholders approved five proposals at the meeting held Thursday morning addressing the business combination, the charter proposal and the Nasdaq proposal, as well as the election of board directors and the 2020 equity incentive plan. All five were approved.

The combined entity, which will carry the Lordstown Motors name and trade under the symbol “RIDE,” will offer 312 million shares, which breaks down to 300 million Class A common shares and 12 million preferred shares.

On the Nasdaq proposal, the DiamondPeak shareholders approved issuing just under 79 million Class A common shares to Lordstown Motors stock and option holders, issuing 50 million Class A shares to DiamondPeak private investment in public equity investors at $10 per share, converting Class B shares to Class A, issuing up to 4 million Class A shares upon conversion of Lordstown Motors promissory notes and allowing the issuance of Class A shares after the exercise of warrants held by Brown Gibbons Lang & Co., the Cleveland investment banking company that worked with Lordstown Motors to raise capital. 

Under the board of directors’ proposal, the combined company will select nine directors upon closing of the merger. The nominees are Mick Kowitz, Shane Reese and Dale Spencer as Class 1 directors; Michael Gates, Angela Schramm and Martin Kudlow as Class 2 directors; and Steve Burns, Keith Feldman and David Hamamoto.

Burns is CEO of Lordstown Motors, while Feldman and Hamamoto are chief financial officer and CEO, respectively, of NorthStar Realty Finance Corp. More information on NorthStar’s interest in the electric-vehicle startup can be found in a story published by The Business Journal in August: Meet the Heavy Hitter Funding Lordstown Motors.

Following the merger, there are still “a few formalities left to be completed,” a spokesman for Lordstown Motors said, and that the company will share details on when trading on RIDE begins as they become available.

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Copyright 2021 The Business Journal, Youngstown, Ohio.