SEC Comment Letter 0000000000-23-005870 to Fisker Inc./DE (FSRNQ) (CIK 0001720990)
Fisker Inc./DE (FSRNQ) (CIK 0001720990)
Date: June 2, 2023 · CIK: 0001720990 · Accession: 0000000000-23-005870
AI Filing Summary & Sentiment
File numbers found in text: 001-38625
Letter
United States securities and exchange commission logo June 2, 2023 John Finnucan Chief Accounting Officer Fisker Inc./DE 1888 Rosecrans Avenue Manhattan Beach, CA 90266 Re:Fisker Inc./DE Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 1, 2023 File No. 001-38625 Dear John Finnucan: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Financial Statements Note 11- Convertible Senior Notes, page 88 1.With regard to the Capped Call Transactions, we note your disclosure which states "if exercised, (the capped call options) can be net share settled, net cash settled, or settled in a combination of cash or shares consistent with the settlement elections made with respect to the 2026 Notes if converted". Your disclosure also states you have concluded the options should be classified as equity. We further note from your 2026 Notes Indenture agreement filed as Exhibit 4.1, various scenarios whereby the exercise provisions are at the option of the holder. Please provide us with your comprehensive analysis which supports your equity classification conclusion. Refer to ASC 815-40-25 for guidance. In addition, please file your Capped Call Transaction agreement as an exhibit, as it appears to be a material agreement.
FirstName LastNameJohn Finnucan Comapany NameFisker Inc./DE June 2, 2023 Page 2 FirstName LastName John Finnucan Fisker Inc./DE June 2, 2023 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact SiSi Cheng at 202-551-5004 or Kevin Stertzel at 202-551-3723 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
June 2, 2023
John Finnucan
Chief Accounting Officer
Fisker Inc./DE
1888 Rosecrans Avenue
Manhattan Beach, CA 90266
Re:Fisker Inc./DE
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 1, 2023
File No. 001-38625
Dear John Finnucan:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Financial Statements
Note 11- Convertible Senior Notes, page 88
1.With regard to the Capped Call Transactions, we note your disclosure which states "if
exercised, (the capped call options) can be net share settled, net cash settled, or settled in a
combination of cash or shares consistent with the settlement elections made with respect
to the 2026 Notes if converted". Your disclosure also states you have concluded the
options should be classified as equity. We further note from your 2026 Notes Indenture
agreement filed as Exhibit 4.1, various scenarios whereby the exercise provisions are at
the option of the holder. Please provide us with your comprehensive analysis which
supports your equity classification conclusion. Refer to ASC 815-40-25 for guidance. In
addition, please file your Capped Call Transaction agreement as an exhibit, as it appears
to be a material agreement.
FirstName LastNameJohn Finnucan
Comapany NameFisker Inc./DE
June 2, 2023 Page 2
FirstName LastName
John Finnucan
Fisker Inc./DE
June 2, 2023
Page 2
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact SiSi Cheng at 202-551-5004 or Kevin Stertzel at 202-551-3723 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing