Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FISKER INC.
(Name of Issuer)
Class A Common Stock, $0.00001 par value per share
(Title of Class of Securities)
33813J106
(CUSIP Number)
Not Applicable
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[ ]
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Rule 13d-1(b)
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[X]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 14 Pages
Exhibit Index: Page 12
Page 2 of 14 Pages
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1.
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Names of Reporting Persons
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MOORE CAPITAL MANAGEMENT, LP
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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DELAWARE
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5.
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Sole Voting Power
|
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Number of
Shares
|
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11,739,979
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
|
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Reporting
Person
With
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7.
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Sole Dispositive Power
11,739,979
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|
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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11,739,979
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented By Amount in Row (9)
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7.2%
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12.
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Type of Reporting Person (See Instructions)
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PN; IA
Page 3 of 14 Pages
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1.
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Names of Reporting Persons
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MOORE CAPITAL ADVISORS, L.L.C.
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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DELAWARE
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5.
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Sole Voting Power
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Number of
Shares
|
|
11,739,979
|
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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Reporting
Person
With
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7.
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Sole Dispositive Power
11,739,979
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|
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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11,739,979
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented By Amount in Row (9)
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7.2%
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12.
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Type of Reporting Person (See Instructions)
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OO
Page 4 of 14 Pages
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1.
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Names of Reporting Persons
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MMF LT, LLC
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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DELAWARE
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5.
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Sole Voting Power
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Number of
Shares
|
|
11,739,979
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
|
Reporting
Person
With
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7.
|
Sole Dispositive Power
11,739,979
|
|
|
8.
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Shared Dispositive Power
|
|
|
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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11,739,979
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented By Amount in Row (9)
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7.2%
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12.
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Type of Reporting Person (See Instructions)
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OO
Page 5 of 14 Pages
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1.
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Names of Reporting Persons
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MOORE STRATEGIC VENTURES, LLC
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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DELAWARE
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5.
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Sole Voting Power
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Number of
Shares
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88,235
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
|
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Reporting
Person
With
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7.
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Sole Dispositive Power
88,235
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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88,235
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented By Amount in Row (9)
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Less than 0.1%
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12.
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Type of Reporting Person (See Instructions)
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OO
Page 6 of 14 Pages
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1.
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Names of Reporting Persons
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KENDALL CAPITAL MARKETS, LLC
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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DELAWARE
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5.
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Sole Voting Power
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Number of
Shares
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88,235
|
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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Reporting
Person
With
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7.
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Sole Dispositive Power
88,235
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|
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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88,235
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented By Amount in Row (9)
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Less than 0.1%
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12.
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Type of Reporting Person (See Instructions)
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OO
Page 7 of 14 Pages
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1.
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Names of Reporting Persons
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LOUIS M. BACON
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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UNITED STATES
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5.
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Sole Voting Power
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Number of
Shares
|
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11,828,214
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
|
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Reporting
Person
With
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7.
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Sole Dispositive Power
11,828,214
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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11,828,214
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented By Amount in Row (9)
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7.3%
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12.
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Type of Reporting Person (See Instructions)
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IN
Page 8 of 14 Pages
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Item 1(a).
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Name of Issuer:
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Fisker Inc. (the “Issuer”).
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Item 1(b).
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Address of the Issuer's Principal Executive Offices:
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1888 Rosecrans Avenue
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Manhattan Beach, CA 90266
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Item 2(a).
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Name of Person Filing
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This statement is being filed (1) by Moore Capital Management, LP, a Delaware limited partnership (“MCM”), (2) Moore Capital Advisors, L.L.C., a
Delaware limited liability company (“MCA”), (3) by MMF LT, LLC, a Delaware limited liability company (“MMF”), (4) by Moore Strategic Ventures, LLC, a Delaware limited liability company (“MSV”), (5) by Kendall Capital Markets, LLC, a Delaware
limited liability company (“KCM”) and (6) by Louis M. Bacon (“Mr. Bacon”), a United States citizen, in his capacity as chairman, chief executive officer and director of MCM. MCM, the investment manager of MMF, has voting and investment control over the shares held by MMF. Louis M. Bacon controls the general partner of MCM and may be deemed the beneficial owner of
the shares held by MMF. Mr. Bacon also is the indirect majority owner of MMF. KCM, the investment manager of MSV, has voting and investment control over the shares held by MSV. Louis M. Bacon controls KCM and may be deemed the beneficial
owner of the shares held by MSV. Each of MCM, MMF, MSV, KCM and Mr. Bacon, in the capacities set forth above, may be deemed to be the beneficial owner of Shares, as applicable. The Reporting Persons are filing this amendment
primarily to reflect certain intra-group transfers of the Shares.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The principal business office of each of MCM, MCA, MMF, MSV, KCM and Mr. Bacon is located at Eleven Times Square, New York, New York 10036.
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Item 2(c).
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Citizenship:
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i)
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MCM is a Delaware limited partnership;
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ii)
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MCA is a Delaware limited liability company;
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iii)
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MMF is a Delaware limited liability company;
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iv)
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MSV is a Delaware limited liability company;
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v)
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KCM is a Delaware limited liability company; and
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vi)
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Mr. Bacon is a United States citizen.
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock, $0.00001 par value per share (the "Shares").
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Item 2(e).
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CUSIP Number:
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33813J106
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Page 9 of 14 Pages
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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This Item 3 is not applicable.
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Item 4.
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Ownership:
The Reporting Persons are filing this amendment primarily to reflect certain intra-group transfers of the Shares.
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Item 4(a).
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Amount Beneficially Owned:
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As of the date hereof, each of MCM, MCA, MMF and Mr. Bacon may be deemed to be the beneficial owner of 11,739,979 Shares held by MMF and each of MSV,
KCM and Mr. Bacon may be deemed to be the beneficial owner of 88,235 Shares held by MSV.
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Item 4(b).
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Percent of Class:
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According to the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2021, the number of Shares on
Schedule 14A to be outstanding as of April 12, 2021 was 162,053,159. As of the date hereof, each of MCM, MCA and MMF may be deemed to be the beneficial owner of 7.2% of the total number of Shares outstanding, MSV and KCM may be deemed to be
the beneficial owner of less than 0.1% of the total number of Shares outstanding and Mr. Bacon may be deemed to be the beneficial owner of 7.3% of the total number of Shares outstanding.
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Item 4(c).
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Number of shares as to which such person has:
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MCM
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(i)
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Sole power to vote or direct the vote
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11,739,979
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|
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(ii)
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Shared power to vote or to direct the vote
|
0
|
|
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(iii)
|
Sole power to dispose or to direct the disposition of
|
11,739,979
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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MCA
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||
|
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(i)
|
Sole power to vote or direct the vote
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11,739,979
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|
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(ii)
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Shared power to vote or to direct the vote
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0
|
|
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(iii)
|
Sole power to dispose or to direct the disposition of
|
11,739,979
|
|
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(iv)
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Shared power to dispose or to direct the disposition of
|
0
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MMF
|
||
|
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(i)
|
Sole power to vote or direct the vote
|
11,739,979
|
|
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(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
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(iii)
|
Sole power to dispose or to direct the disposition of
|
11,739,979
|
|
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(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
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MSV
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||
|
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(i)
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Sole power to vote or direct the vote
|
88,235
|
|
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(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
88,235
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
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KCM
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||
|
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(i)
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Sole power to vote or direct the vote
|
88,235
|
|
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(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
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(iii)
|
Sole power to dispose or to direct the disposition of
|
88,235
|
|
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(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
|
|
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Mr. Bacon
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||
|
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(i)
|
Sole power to vote or direct the vote
|
11,828,214
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
11,828,214
|
|
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(iv)
|
Shared power to dispose or to direct the disposition of
|
0
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Page 10 of 14 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more
than five percent of the class of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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This Item 6 is not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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This Item 7 is not applicable.
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Item 8.
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Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
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Item 10.
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Certification:
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By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having such purpose or effect.
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Page 11 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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Date: May 17, 2021
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MOORE CAPITAL MANAGEMENT, LP
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By: /s/ James E. Kaye
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James E. Kaye
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Vice President
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Date: May 17, 2021
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MOORE CAPITAL ADVISORS, L.L.C.
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By: /s/ James E. Kaye
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James E. Kaye
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Vice President
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Date: May 17, 2021
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MMF LT, LLC
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By: /s/ James E. Kaye
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James E. Kaye
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Vice President
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Date: May 17, 2021
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MOORE STRATEGIC VENTURES, LLC
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By: /s/ James E. Kaye
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James E. Kaye
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Vice President
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Date: May 17, 2021
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KENDALL CAPITAL MARKETS, LLC
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By: /s/ James E. Kaye
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James E. Kaye
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Vice President
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Date: May 17, 2021
|
LOUIS M. BACON
|
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By: /s/ James E. Kaye
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James E. Kaye
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Attorney-in-Fact
|
Page 12 of 14 Pages
EXHIBIT INDEX
Page No.
|
A.
|
Joint Filing Agreement, dated as of May 17, 2021, by and between Moore Capital Management, LP, Moore Capital Advisors, L.L.C., MMF LT, LLC, Moore
Strategic Ventures, LLC, Kendall Capital Markets, LLC and Louis M. Bacon.
|
13
|
|
B. |
Power of Attorney, dated as of July 5, 2007, granted by Louis M. Bacon in favor James E. Kaye and Anthony J. DeLuca |
14
|
Page 13 of 14 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Amendment No. 2 to Schedule 13G with respect to the Class A Common Stock, $0.00001
par value per share, of Fisker Inc. dated as of May 17, 2021, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
|
Date: May 17, 2021
|
MOORE CAPITAL MANAGEMENT, LP
|
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|
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|
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By: /s/ James E. Kaye
|
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James E. Kaye
|
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Vice President
|
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|
|
Date: May 17, 2021
|
MOORE CAPITAL ADVISORS, L.L.C.
|
|
|
|
|
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By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
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Vice President
|
|
Date: May 17, 2021
|
MMF LT, LLC
|
|
|
|
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Vice President
|
|
Date: May 17, 2021
|
MOORE STRATEGIC VENTURES, LLC
|
|
|
|
|
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By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
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Vice President
|
|
Date: May 17, 2021
|
KENDALL CAPITAL MARKETS, LLC
|
| < div style="font-size: 12pt"> |
|
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Vice President
|
|
Date: May 17, 2021
|
LOUIS M. BACON
|
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By: /s/ James E. Kaye
|
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James E. Kaye
|
|
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Attorney-in-Fact
|
Page 14 of 14 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT,
that I, Louis M. Bacon, hereby make constitute and appoint each of James E. Kaye and Anthony J. DeLuca, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as
Chairman and Chief Executive Officer of each of Moore Capital Management, LLC and Moore Capital Advisors, LLC and their respective affiliates all documents, certificates, instruments, statements, filing and agreements (“documents”) to be filed with
or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of
securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities
Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial
statements of, or states of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the July 5, 2007.
/s/ Louis M. Bacon
Louis M. Bacon