SPAQ Stock –
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-249981
PROSPECTUS SUPPLEMENT NO. 11
(to Prospectus dated
December 9, 2020)
Up to 133,785,596 Shares of Class A Common Stock
Up to 27,760,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Up to 9,360,000 Warrants
supplement supplements the prospectus dated December 9, 2020 (the Prospectus), which forms a part of our registration statement on Form S-1 (No.
333-249981). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form
8-K, filed with the Securities and Exchange Commission on June 17, 2021 (the Current Report). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of up to 27,760,000 shares of our
Class A Common Stock, $0.00001 par value per share (Class A Common Stock), which consists of (i) up to 9,360,000 shares of Class A Common Stock that are issuable upon the exercise of 9,360,000 warrants (the
Private Warrants) originally issued in a private placement in connection with the IPO (as defined in the Prospectus) of Spartan Energy Acquisition Corp. (Spartan), at an exercise price of $11.50 per share of Class A
Common Stock, and (ii) up to 18,400,000 shares of Class A Common Stock that are issuable upon the exercise of 18,400,000 warrants (the Public Warrants and, together with the Private Warrants, the Warrants)
originally issued in the IPO of Spartan, at an exercise price of $11.50 per share of Class A Common Stock.
The Prospectus and this
prospectus supplement also relates to the offer and sale from time to time by the selling securityholders named in the Prospectus (the Selling Securityholders) of up to 133,785,596 shares of Class A Common Stock, including (i)
28,356,906 shares of Class A Common Stock issued pursuant to the Business Combination Agreement (as defined in the Prospectus) as Merger Consideration (as defined in the Prospectus), (ii) 13,358,824 Conversion Shares (as defined in the
Prospectus), (iii) 9,360,000 shares of Class A Common Stock that may be issued upon exercise of the Private Warrants, (iv) 13,235,412 Executive Shares (as defined in the Prospectus), (v) up to 19,474,454 shares of Class A Common Stock that
may be issued upon exercise of 19,474,454 warrants originally issued in a private placement to Magna International Inc. in connection with entering into a cooperation agreement, at an exercise price of $0.01 per share of Class A Common Stock
(the Magna Warrants), and (vi) 50,000,000 PIPE Shares (as defined in the Prospectus).
Our Class A Common Stock is listed
on the New York Stock Exchange (NYSE) under the symbol FSR. On June 16, 2021, the closing price of our Class A Common Stock was $17.74 per share. Our Public Warrants were formerly listed on the NYSE under the symbol
FSR WS. On April 19, 2021, we redeemed all of the outstanding Public Warrants and the NYSE filed a Form 25-NSE with respect to the Public Warrants; the formal delisting of the Public
Warrants became effective ten days thereafter.
This prospectus supplement updates and supplements the information in the Prospectus and
is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is
any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
section entitled Risk Factors beginning on page 8 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus supplement is June 17, 2021.
SPAQ Stock –
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