8-K - SKYT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2021

SkyWater Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40345	37-1839853
(State or other jurisdiction<br><br><br>of incorporation)	(Commission<br><br><br>File Number)	(IRS Employer<br><br><br>Identification No.)
2401 East 86th Street<br><br><br>Bloomington, Minnesota	55425
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (952)851-5200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act<br>(17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br><br>symbol(s)	Name of each exchange<br><br><br>on which registered
Common stock, par value $0.01 per share	SKYT	The Nasdaq Stock Market LLC<br><br><br>(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01	Other Events

On April 23, 2021, SkyWater Technology, Inc. completed the initial public offering of 8,004,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), at a public offering price of $14.00 per share, which included the exercise in full by the underwriters of their option to purchase an additional 1,044,000 shares of Common Stock. A copy of the press release announcing the closing of the initial public offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

The following documents are filed as exhibits to this report:

Exhibit<br><br><br>Number	Description of Exhibit
99.1	Press release dated April 23, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SkyWater Technology. Inc.
Date: April 23, 2021	/s/ Thomas J. Sonderman
	Name: Thomas J. Sonderman
	Title: President and Chief Executive Officer

EX-99.1

Exhibit 99.1

SkyWater Technology Completes $112,056,000 Initial Public Offering

BLOOMINGTON, Minn., April 23, 2021 — SkyWater Technology (NASDAQ: SKYT) today announced that it closed its initial public offering of 8,004,000 shares of its common stock, which includes 1,044,000 shares issued pursuant to the exercise by the underwriters of their over-allotment option at the initial public offering price. The offering was priced at $14.00 per share, resulting in gross proceeds of $112,056,000. The shares began trading on the NASDAQ Capital Market on April 21, 2021 under the symbol “SKYT.”

SkyWater intends to use the net proceeds from the offering for working capital and other general corporate purposes, which may include financing SkyWater’s growth and funding capital expenditures. SkyWater may use a portion of the proceeds from the offering for acquisitions or strategic investments in businesses or technologies, although SkyWater does not currently have any plans or commitments for any such acquisitions or investments.

Jefferies LLC and Cowen acted as joint lead book-running managers and Piper Sandler & Co. also acted as a book-running manager for the offering.

A registration statement relating to these securities was filed with the Securities and Exchange Commission and was declared effective on April 20, 2021. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

The offering was made only by means of a prospectus. Copies of the final prospectus related to the offering may be obtained, when available, from Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by phone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; and Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, by phone at (833) 297-2926, or by email at PostSaleManualRequests@broadridge.com. An electronic copy of the registration statement can be accessed by visiting the Securities and Exchange Commission’s website at www.sec.gov.

About SkyWater

SkyWater is a U.S.-owned and U.S.-based pure play semiconductor foundry and is a DOD-accredited Trusted supplier that specializes in custom technology development services, volume manufacturing, and advanced packaging capabilities.

SkyWater Investor Contact: Heather Davis | investor@skywatertechnology.com

SkyWater Media Contact: Lauri Julian | media@skywatertechnology.com