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Riverview Acquisition Corp. - RVAC

  • Commons

    $9.73

    -0.10%

    RVAC Vol: 41.8K

  • Warrants

    $0.55

    -3.32%

    RVACW Vol: 22.0K

  • Units

    $10.03

    +0.30%

    RVACU Vol: 3.2K

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 243.2M
Average Volume: 66.6K
52W Range: $9.69 - $9.75
Weekly %: -0.20%
Monthly %: +0.00%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 121
Unit composition:
Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one warrant
Trust Size: 25000000.0M

ūüďįNews and PRs

Management

Our directors, director nominees and executive officers are as follows:Name‚Äč‚ÄčAge‚Äč‚ÄčTitleR. Brad Martin‚Äč‚Äč69‚Äč‚ÄčChairman and Chief Executive OfficerCharles K. Slatery‚Äč‚Äč66‚Äč‚ÄčPresident, Chief Investment Officer and DirectorWilliam V. Thompson III‚Äč‚Äč43‚Äč‚ÄčTreasurer, Secretary and Chief Financial OfficerLeslie Starr Keating‚Äč‚Äč60‚Äč‚ÄčIndependent Director NomineeMark Edmunds‚Äč‚Äč64‚Äč‚ÄčIndependent Director NomineeWillie Gregory‚Äč‚Äč70‚Äč‚ÄčIndependent Director NomineeR. Brad Martin is the Chairman of our Board of Directors and our Chief Executive Officer. Mr. Martin was Chairman of the Board of Chesapeake Energy Corporation, a producer of oil, natural gas, and natural gas liquids, a position he held from October 2015 to February 2021. In addition, Mr. Martin has served as Chairman of RBM Ventures, a private investment company, since 2007. Mr. Martin was Chairman and Chief Executive Officer of Saks Incorporated from 1989 to 2006 and remained Chairman until his retirement in 2007. He is the former Interim President of the University of Memphis, a position he held from July 2013 until May 2014. He was previously a director of First Horizon National Corporation, Caesars Entertainment Corporation, Dillard‚Äôs, Inc., Gaylord Entertainment Company, lululemon athletica inc., and Ruby Tuesday, Inc. Mr. Martin served five terms as a member of the Tennessee House of Representatives and holds the distinction of being the youngest person ever elected to the Tennessee legislature. He is involved in a number of civic and philanthropic activities and chairs the Martin Family Foundation. Mr. Martin graduated from the University of Memphis where he served as President of the student body and earned a masters in business administration from the Owen Graduate School of Management at Vanderbilt University.Charles K. Slatery is our President, Chief Investment Officer and a director on our Board of Directors. Since June 2004, Mr. Slatery has been the President and Chief Executive Officer of NFC Investments LLC, a national financial advisory firm headquartered in Memphis, Tennessee. Mr. Slatery served as treasurer of St. George‚Äôs Day School, and Board Chair and Treasurer of St. George‚Äôs High School. He is a graduate of Wake Forest University where he majored in history. Mr. Slatery received his masters in business administration degree from the University of Tennessee. William V. Thompson III is our Secretary and Chief Financial Officer. Mr. Thompson has over 20 years of experience in capital management, insurance operations, and private investments. Thompson is the President and Chief Compliance Officer of NFC Investments, LLC, a Registered Investment Advisor based in Memphis, Tennessee. Thompson is also the Executive Vice President of WT Holdings, Inc, a privately-owned insurance holding company based in Memphis, Tennessee. Thompson serves as a director of the Memphis/Shelby County Sports Authority and Memphis University School. He is a founder and board member of Slingshot Memphis. Thompson served as Vice President at NewSouth Capital Management in Memphis, Tennessee, from 2000-2006. He also served as Audit Committee Chair of the board of Equity Bank SSB which is now Triumph Bancorp, a publicly traded bank in Dallas, Texas.Leslie Starr Keating will serve as an independent director immediately upon the effective date of this prospectus. Ms. Keating a highly successful corporate executive with 35 years of leadership experience in the consumer products industry with a proven track record of achievements contributing to enhanced corporate performance through effective P&L leadership of operations and supply chain functions for multi-billion dollar corporations. Ms. Keating has demonstrated results in leading and motivating teams, strategic rigor and deep P&L operating experience. Ms. Keating served as EVP Supply Strategy and Transformation for Advance Auto Parts from March 2017 until her retirement in December 2018. While in this role she led the development and execution of the re-architecture of the business model to deliver transformative P&L value. Prior to joining Advance, Ms. Keating was with PepsiCo for over 31 years and served as the SVP PepsiCo Supply Chain from 2008 until her retirement in 2017 with responsibility for Frito Lay‚Äôs North American Supply Chain. Previous to her role as SVP Supply Chain, Ms. Keating served as SVP of Commercialization and Supply Chain. Before joining PepsiCo Ms. Keating started her career with Procter and Gamble. Ms. Keating has advised boards in compliance, organizational effectiveness and governance, and she has served on the Board of Directors of 101 TABLE OF CONTENTSSunOpta, Inc. since July 2019. She served on the Board of Directors of Chesapeake Energy Corporation from September 2017 to February 2021. She has been recognized with the PepsiCo ‚ÄúHarvey C. Russell Inclusion Award‚ÄĚ for her inclusion leadership and as ‚ÄúCollin County Professional Woman of the Year‚ÄĚ by the Texas Business Woman Association. Furthermore, Women‚Äôs Enterprise magazine recognized Ms. Keating for her manufacturing innovation and leadership. Ms. Keating earned her bachelors in science in Mechanical Engineering from Virginia Tech and her masters in business administration from Georgia State University.Mark Edmunds will serve as an independent director immediately upon the effective date of this prospectus. Mr. Edmunds served as the Vice Chairman of Deloitte, a global accounting and consulting firm from June 2018 to June 2019. During his 39-year tenure at Deloitte, Mr. Edmunds has held several leadership roles within the firm, including US leader of Energy/Utilities, West Region Managing Partner, US Board of Directors and Chair of Global Committee. He has also led the Americas and Asia Pacific Oil and Gas sectors from San Francisco and Singapore respectively. Mr. Edmunds has served as lead and advisory partner for a number of Deloitte‚Äôs strategic clients, including public and private companies in the U.S. Mr. Edmunds‚Äô primary industry focus has been energy & utilities throughout his career, including a short sabbatical from the firm to serve the Independent Petroleum Association of America in Washington, D.C. Mr. Edmunds served on the Audit and Compensation Committees of Chesapeake Energy Corporation from August 2018 until February 2021. He participated in the Executive Committee of the California Chamber of Commerce from 2001 to 2007, and from 2006 to 2011 in the Executive Committee of the Bay Area Council. Mr. Edmunds graduated from The University of Texas at Austin with a Bachelor of Business Administration in Accounting and is a Certified Public Accountant and a member of the AICPA and the Texas CPA Society. Mr. Edmunds will qualify as an audit committee financial expert.Willie Gregory will serve as an independent director immediately upon the effective date of this prospectus. Mr. Gregory serves as Director of Global Community Investment at NIKE, Inc., a leading global apparel company, where he has been employed since 1993. Prior to joining NIKE, Mr. Gregory worked at IBM Corporation as regional marketing/sales manager. Mr. Gregory is the recipient of several awards and has affiliations with several community based organizations that promote education, cultural awareness and civic responsibility, including The 100 Black Men of America, NIKE‚Äôs African American Network Person of the Year Award; LeMoyne Owen College‚Äôs Beacon of Hope Honoree; The Ralph Hatley University of Memphis Hall of Fame Athletic Award; Memphis City Schools Hall of Fame Inductee and AutoZone Liberty Bowl President 2010. Mr. Gregory is a former Board Member of the National Civil Rights Museum, Youth Villages, Memphis Development Foundation; a former Board Chair of Big Brothers /Big Sisters of Greater Memphis; a former Board Chair of Memphis/ Shelby County Sports Authority; and currently a Board Chair of the Greater Memphis Chamber. Mr. Gregory attained a bachelor‚Äôs degree from Mississippi Valley State University and The University of Memphis. Number and Terms of Office of Officers and DirectorsOur board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. The term of office of the first class of directors, consisting of Mr. Martin and Mr. Slatery, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Gregory and Ms. Keating, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Mr. Edmunds, will expire at our third annual meeting of stockholders. Collectively, through their positions described above, our officers and directors have extensive experience in public companies. These individuals will play a key role in identifying and evaluating prospective acquisition candidates, selecting the target businesses, and structuring, negotiating and consummating their acquisition.Director IndependenceNasdaq rules require that a majority of the board of directors of a company listed on Nasdaq must be composed of ‚Äúindependent directors.‚ÄĚ An ‚Äúindependent director‚ÄĚ is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company‚Äôs board of directors, would interfere with the director‚Äôs exercise of independent judgment in carrying out the responsibilities of a director. We have determined that Messrs. Edmunds and Gregory, and Ms. Starr Keating are independent directors under the Nasdaq rules and Rule 10A-3 of the Exchange Act. 102 TABLE OF CONTENTSExecutive Officer and Director CompensationNone of our executive officers or directors has received any cash compensation for services rendered. No compensation of any kind, including finder‚Äôs and consulting fees, will be paid to our sponsor, executive officers and directors, or any entity with which they are affiliated, for services rendered prior to or in connection with the consummation of an initial business combination other than (i) repayment of loans made to us prior to the date of this prospectus by Riverview Sponsor Partners, LLC, to cover offering-relating and organization expenses, (ii) repayment of loans that our sponsor, members of our management team or any of their respective affiliates or other third parties may make to finance transaction costs in connection with an intended initial business combination (provided that if we do not consummate an initial business combination, we may use working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment), (iii) payments to our sponsor or its affiliate of a total of up to $5,000 per month for secretarial support and administrative services, and (iv) to reimburse for any out-of-pocket expenses related to identifying, investigation and completing an initial business combination. Prior to the appointment of our audit committee, our independent directors must approve all payments in excess of $5,000 to any initial holder, sponsor, our directors and officers or our or their affiliates. Following the appointment of an audit committee, the audit committee will approve such payments.After the consummation of our initial business combination, directors or members of our management team who remain in one of those capacities may be paid director, consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors of the post-combination business to determine executive and director compensation.Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee consisting solely of independent directors or by a majority of the independent directors on our board of directors.We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements may influence our management‚Äôs motivation in identifying or selecting a target business although we do not believe that the ability of our management to remain with us after the consummation of an initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.Board CommitteesAudit CommitteeSubject to phase-in rules and a limited exception, the rules of Nasdaq and Section 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Upon or prior to the effective date of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors, which will consist of Messrs. Edmunds and Gregory, and Ms. Keating. Each of Messrs. Edmunds and Gregory, and Ms. Keating meet the independent director standard under Nasdaq‚Äôs listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Mr. Edmunds will serve as Chairman of our audit committee.The audit committee‚Äôs duties, which are specified in our Audit Committee Charter, include, but are not limited to:‚ÄĘreviewing and discussing with management and the independent auditor our annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;‚ÄĘdiscussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;103 TABLE OF CONTENTS‚ÄĘdiscussing with management major risk assessment and risk management policies;‚ÄĘmonitoring the independence of the independent auditor;‚ÄĘverifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;‚ÄĘreviewing and approving all related-party transactions;‚ÄĘinquiring and discussing with management our compliance with applicable laws and regulations;‚ÄĘpre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;‚ÄĘappointing or replacing the independent auditor;‚ÄĘdetermining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;‚ÄĘestablishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and‚ÄĘapproving reimbursement of expenses incurred by our management team in identifying potential target businesses.Financial Expert on Audit CommitteeThe audit committee will at all times be composed exclusively of independent directors who are ‚Äúfinancially literate‚ÄĚ as defined under Nasdaq‚Äôs listing standards. The Nasdaq listing standards define ‚Äúfinancially literate‚ÄĚ as being able to read and understand fundamental financial statements, including a company‚Äôs balance sheet, income statement and cash flow statement.In addition, we must certify to the Nasdaq Capital Market that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual‚Äôs financial sophistication. We have determined that Mr. Edmunds satisfies Nasdaq‚Äôs definition of financial sophistication and also qualifies as an ‚Äúaudit committee financial expert,‚ÄĚ as defined under rules and regulations of the SEC.Compensation CommitteeUpon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. The members of our Compensation Committee will be Messrs. Edmunds and Gregory, and Ms. Keating and Ms. Keating will serve as chairman of the compensation committee. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:‚ÄĘreviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer‚Äôs compensation, evaluating our Chief Executive Officer‚Äôs performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer‚Äôs based on such evaluation;‚ÄĘreviewing and approving the compensation of all of our other executive officers;‚ÄĘreviewing our executive compensation policies and plans;‚ÄĘimplementing and administering our incentive compensation equity-based remuneration plans;‚ÄĘassisting management in complying with our proxy statement and annual report disclosure requirements;‚ÄĘapproving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;‚ÄĘproducing a report on executive compensation to be included in our annual proxy statement;104 TABLE OF CONTENTS‚ÄĘreviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and‚ÄĘmonitoring compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits.The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.Nominating and Governance CommitteeUpon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of our board of directors. The members of our nominating committee will be Messrs. Martin, Edmunds and Gregory, and Ms. Keating, and Mr. Martin will serve as chairman of the nominating committee. Under the Nasdaq listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of directors has determined that each of Messrs. Edmunds and Gregory, and Ms. Keating is independent.The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.Guidelines for Selecting Director NomineesThe guidelines for selecting nominees, which

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2021-11-15 Ancora Advisors LLC 11,800 $110,000 0.0% 0 0.037%
2021-11-15 Berkley W R Corp 49,456 $480,000 0.0% 0 0.154%
2021-11-15 Highbridge Capital Management LLC 684,756 $6,850,000 0.2% 0 2.127%

SEC Filings

Form Type Form Description Filing Date Document Link
8-K 8-K 2021-11-23 https://www.sec.gov/Archives/edgar/data/1846136/000114036121039001/brhc10031098_8k.htm
10-Q 10-Q 2021-11-23 https://www.sec.gov/Archives/edgar/data/1846136/000114036121038998/brhc10030490_10q.htm
NT 10-Q NT 10-Q 2021-11-16 https://www.sec.gov/Archives/edgar/data/1846136/000114036121038058/brhc10030860_nt10q.htm
8-K 8-K 2021-09-28 https://www.sec.gov/Archives/edgar/data/1846136/000114036121032633/brhc10029314_8k.htm
10-Q 10-Q 2021-09-17 https://www.sec.gov/Archives/edgar/data/1846136/000114036121031697/form10q.htm
SC 13G 2021-08-27 https://www.sec.gov/Archives/edgar/data/1846136/000090266421004038/p21-2027sc13g.htm
SC 13G 2021-08-27 https://www.sec.gov/Archives/edgar/data/1846136/000104106221000146/ACM_13G_Riverview.txt
SC 13G/A 2021-08-18 https://www.sec.gov/Archives/edgar/data/1846136/000146179021000040/13G_RVACU_20210818_13GA.htm
8-K 8-K 2021-08-16 https://www.sec.gov/Archives/edgar/data/1846136/000114036121028517/brhc10028108_8k.htm
SC 13G 2021-08-16 https://www.sec.gov/Archives/edgar/data/1846136/000146179021000036/13G_RVACU_20210816.htm
4 FORM 4 2021-08-11 https://www.sec.gov/Archives/edgar/data/1846136/000114036121027988/xslF345X03/form4.xml
4 FORM 4 2021-08-11 https://www.sec.gov/Archives/edgar/data/1846136/000114036121027986/xslF345X03/form4.xml
4 FORM 4 2021-08-11 https://www.sec.gov/Archives/edgar/data/1846136/000114036121027984/xslF345X03/form4.xml
4 FORM 4 2021-08-11 https://www.sec.gov/Archives/edgar/data/1846136/000114036121027981/xslF345X03/form4.xml
8-K FORM 8-K 2021-08-11 https://www.sec.gov/Archives/edgar/data/1846136/000114036121027935/nt10021002x15_8k.htm
424B4 424B4 2021-08-09 https://www.sec.gov/Archives/edgar/data/1846136/000114036121027591/nt10021002x14_424b4.htm
SC 13G SC 13G 2021-08-06 https://www.sec.gov/Archives/edgar/data/1846136/000110465921101309/tm2124400d1_sc13g.htm
EFFECT 2021-08-05 https://www.sec.gov/Archives/edgar/data/1846136/999999999521003056/xslEFFECTX01/primary_doc.xml
3 FORM 3 2021-08-05 https://www.sec.gov/Archives/edgar/data/1846136/000114036121027228/xslF345X02/form3.xml
3 FORM 3 2021-08-05 https://www.sec.gov/Archives/edgar/data/1846136/000114036121027226/xslF345X02/form3.xml
3 FORM 3 2021-08-05 https://www.sec.gov/Archives/edgar/data/1846136/000114036121027225/xslF345X02/form3.xml
3 FORM 3 2021-08-05 https://www.sec.gov/Archives/edgar/data/1846136/000114036121027224/xslF345X02/form3.xml
3 FORM 3 2021-08-05 https://www.sec.gov/Archives/edgar/data/1846136/000114036121027223/xslF345X02/form3.xml
3 FORM 3 2021-08-05 https://www.sec.gov/Archives/edgar/data/1846136/000114036121027222/xslF345X02/form3.xml
CERT 2021-08-05 https://www.sec.gov/Archives/edgar/data/1846136/000135445721000907/8A_cert_RVAC.pdf
8-A12B 8-A12B 2021-08-05 https://www.sec.gov/Archives/edgar/data/1846136/000114036121027054/nt10021002x13_8a12b.htm
CORRESP 2021-08-04 https://www.sec.gov/Archives/edgar/data/1846136/000114036121026931/filename1.htm
CORRESP 2021-08-04 https://www.sec.gov/Archives/edgar/data/1846136/000114036121026929/filename1.htm
S-1/A S-1/A 2021-08-04 https://www.sec.gov/Archives/edgar/data/1846136/000114036121026845/nt10021002x10_s1a.htm
S-1/A S-1/A 2021-08-02 https://www.sec.gov/Archives/edgar/data/1846136/000114036121026336/nt10021002x8_s1a.htm
S-1/A S-1/A 2021-07-23 https://www.sec.gov/Archives/edgar/data/1846136/000114036121025319/nt10021002x7_s1a.htm
S-1/A S-1/A 2021-06-30 https://www.sec.gov/Archives/edgar/data/1846136/000114036121022778/nt10021002x4_s1a.htm
CORRESP 2021-06-29 https://www.sec.gov/Archives/edgar/data/1846136/000114036121022779/filename1.htm
UPLOAD 2021-04-19 https://www.sec.gov/Archives/edgar/data/1846136/000000000021004833/filename1.pdf
S-1 S-1 2021-04-08 https://www.sec.gov/Archives/edgar/data/1846136/000114036121012073/nt10021002x2_s1.htm
CORRESP 2021-04-07 https://www.sec.gov/Archives/edgar/data/1846136/000114036121012074/filename1.htm
UPLOAD 2021-03-30 https://www.sec.gov/Archives/edgar/data/1846136/000000000021003816/filename1.pdf
DRS 2021-03-03 https://www.sec.gov/Archives/edgar/data/1846136/000114036121007220/filename1.htm