424B3

424B3 1 d273709d424b3.htm 424B3 424B3

Filed pursuant to Rule 424(b)(3)

Registration Statement No. 333-259749

Prospectus Supplement No. 2

(to Prospectus dated September 29, 2021)

LOGO

132,632,441 Shares of Class A Common Stock

This prospectus supplement updates, amends and supplements the prospectus dated September 29, 2021 (the “Prospectus”) related to the resale from time to time by the selling stockholders identified in the Prospectus, or their permitted transferees, of an aggregate of 132,632,441 shares of our Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-259749). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the SEC on December 13, 2021, which is set forth below.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

The shares of SmartRent’s Class A Common Stock are listed on the New York Stock Exchange under the symbol “SMRT.” On December 12, 2021, the closing sale price per share of our Class A Common Stock was $11.32.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 5 OF THE PROSPECTUS TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR CLASS A COMMON STOCK.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 13, 2021.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 10, 2021

SmartRent, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-39991

85-4218526

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer
Identification Number)


8665 E. Hartford Drive, Suite 200	85255
Scottsdale, Arizona	(Zip Code)
(Address of Principal Executive Offices)

(844) 479-1555

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 to the registrant under any of the following provisions:

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of Each Exchange

on Which Registered

Class A Common Stock, par value $0.0001 per share

SMRT

The New York Stock Exchange

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 1.01. Entry into a Material Definitive Agreement.

On December 10, 2021, SmartRent, Inc. (the “Company”), entered into (i) a Senior Secured Credit Facilities Credit Agreement (the “Credit Agreement”) with the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, as lenders (collectively, referred to as the “Lender”), and Silicon Valley Bank, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, the “Agent”) and (ii) a Guarantee and Collateral Agreement (the “Collateral Agreement”) made by the Company in favor of the Agent.

Amount. The Credit Agreement provides for a revolving credit facility in an aggregate principal amount not to exceed $75.0 million, including a letter of credit sub-facility in the aggregate availability amount of $10.0 million (as a sublimit of the revolving loan facility) (the “Letters of Credit”), and a swingline sub-facility in the aggregate availability amount of $10.0 million (as a sublimit of the revolving loan facility).

Maturity. The revolving credit facility terminates on December 10, 2026 (the “Termination Date”), with any Letters of Credit maturing 15 days prior to the Termination Date.

Interest Rate. Interest is payable in arrears on each interest payment date. Interest accrues on each Secured Overnight Financing Rate (“SOFR”) loan at the Term SOFR Rate plus a spread of 1.85% to 2.35% subject to certain liquidity measures.

Security. The Company’s obligations are secured by a security interest, senior to any current and future debts and to any security interest, in all of the Company’s right, title, and interest in, to and under substantially all of the Company’s assets, and are guaranteed by each of the Company’s material domestic subsidiaries.

Covenants; Representations and Warranties; Other Provisions. The Credit Agreement contains customary representations, warranties and covenants, including covenants by the Company limiting additional indebtedness, guaranties, liens, fundamental changes, mergers and consolidations, dispositions of assets, investments and loans, certain corporate changes, transactions with affiliates and restricted payments (including dividends).

Default Provisions. The Credit Agreement provides for events of default customary for loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company. Pursuant to the Credit Agreement and the Collateral Agreement, after the occurrence of an event of default, Agent may, among other things, (i) accelerate payment of all obligations and terminate the Lender’s commitments under the Credit Agreement, or (iii) notify any of Company’s account obligors to make payment directly to Agent. During the existence of an event of default, all outstanding Loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto plus 2.00%.

The foregoing description does not purport to be a complete summary of the terms of the Credit Agreement and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On December 13, 2021, the Company issued a press release announcing entry into the Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information set forth in Item 7.01 (including Exhibit 99.1) hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Exhibits.

(d) Exhibits.


Exhibit No.		Description
10.1		Credit Agreement, dated as of December 10, 2021, by and among (i) SmartRent, Inc., (ii) the several banks and other financial institutions or entities party thereto, and (iii) Silicon Valley Bank, as the issuing lender, swingline lender, administrative agent, collateral agent for the lenders, and the lead arranger.
99.1		Press release, dated December 13, 2021, announcing the entry into the Credit Agreement.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURE

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.

Dated: December 13, 2021


SMARTRENT, INC.

By:		/s/ Lucas Haldeman
Name:		Lucas Haldeman
Title:		Chief Executive Officer

Execution Version

EXHIBIT 10.1

CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT THAT IS MARKED

BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE

THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

SENIOR SECURED CREDIT FACILITIES

CREDIT AGREEMENT

dated as of December 10, 2021,

among

SMARTRENT, INC.,
as the Borrower,

THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO,

SILICON VALLEY BANK,

as Administrative Agent, Issuing Lender and Swingline Lender,

and

SILICON VALLEY BANK,

as Lead Arranger

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Page

Section 1 DEFINITIONS

1.1

Defined Terms1

1.2

Other Definitional Provisions35

1.3

Rounding36

1.4

Exchange Rates36

1.5

Alternative Currencies36

1.6

Rates37

Section 2 AMOUNT AND TERMS OF COMMITMENTS

2.1

[Reserved]38

2.2

[Reserved]38

2.3

[Reserved]38

2.4

Revolving Commitments38

2.5

Procedure for Revolving Loan Borrowing38

2.6

Swingline Commitment39

2.7

Procedure for Swingline Borrowing; Refunding of Swingline Loans39

2.8

Overadvances41

2.9

Fees41

2.10

Termination or Reduction of Revolving Commitments; Prepayments41

2.11

[Reserved]42

2.12

[Reserved]42

2.13

Conversion and Continuation Options42

2.14

Limitations on SOFR Tranches43

2.15

Interest Rates and Payment Dates43

2.16

Computation of Interest and Fees; Conforming Changes43

2.17

Inability to Determine Interest Rate; Benchmark Replacement Setting44

2.18

Pro Rata Treatment and Payments46

2.19

Illegality; Requirements of Law49

2.20

Taxes50

2.21

Indemnity54

2.22

Change of Lending Office54

2.23

Substitution of Lenders54

2.24

Defaulting Lenders55

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Page

2.25

Joint and Several Liability of the Borrowers58

2.26

Notes61

2.27

Incremental Facility61

Section 3 LETTERS OF CREDIT

3.1

L/C Commitment63

3.2

Procedure for Issuance of Letters of Credit64

3.3

Fees and Other Charges64

3.4

L/C Participations65

3.5

Reimbursement65

3.6

Obligations Absolute66

3.7

Letter of Credit Payments67

3.8

Applications67

3.9

Interim Interest67

3.10

Cash Collateral67

3.11

Additional Issuing Lenders69

3.12

Resignation of the Issuing Lender69

3.13

Applicability of UCP and ISP69

Section 4 REPRESENTATIONS AND WARRANTIES

4.1

Financial Condition69

4.2

No Change70

4.3

Existence; Compliance with Law70

4.4

Power, Authorization; Enforceable Obligations70

4.5

No Legal Bar71

4.6

Litigation71

4.7

No Default71

4.8

Ownership of Property; Liens; Investments71

4.9

Intellectual Property71

4.10

Taxes71

4.11

Federal Regulations72

4.12

Labor Matters72

4.13

ERISA72

4.14

Investment Company Act; Other Regulations73

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4.15

Subsidiaries73

4.16

Use of Proceeds73

4.17

Environmental Matters73

4.18

Accuracy of Information, etc74

4.19

Security Documents75

4.20

Solvency; Voidable Transaction75

4.21

Regulation H75

4.22

Designated Senior Indebtedness75

4.23

4.24

4.25

4.26

4.27

4.28

4.29

Anti-Corruption Laws76

Section 5 CONDITIONS PRECEDENT

5.1

Conditions to Initial Extension of Credit76

5.2

Conditions to Each Extension of Credit79

5.3

Post-Closing Conditions Subsequent80

Section 6 AFFIRMATIVE COVENANTS

6.1

Financial Statements81

6.2

Certificates; Reports; Other Information82

6.3

[Reserved]83

6.4

Payment of Obligations83

6.5

Maintenance of Existence; Compliance83

6.6

Maintenance of Property; Insurance83

6.7

Inspection of Property; Books and Records; Discussions84

6.8

6.9

6.10

6.11

6.12

Additional Collateral, Etc86

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Page

6.13

Use of Proceeds88

6.14

Designated Senior Indebtedness88

6.15

Anti-Corruption Laws88

6.16

Further Assurances88

Section 7 NEGATIVE COVENANTS

7.1

Financial Condition Covenant88

7.2

Indebtedness88

7.3

Liens90

7.4

Fundamental Changes92

7.5

Disposition of Property92

7.6

Restricted Payments93

7.7

[Reserved]95

7.8

Investments95

7.9

ERISA97

7.10

Optional Payments and Modifications of Certain Preferred Stock and Debt Instruments97

7.11

Transactions with Affiliates98

7.12

Sale Leaseback Transactions98

7.13

Swap Agreements98

7.14

Accounting Changes98

7.15

Negative Pledge Clauses98

7.16

Clauses Restricting Subsidiary Distributions98

7.17

Lines of Business99

7.18

Designation of other Indebtedness99

7.19

[Reserved]99

7.20

Amendments to Organizational Agreements and Material Contracts99

7.21

Use of Proceeds99

7.22

Subordinated Indebtedness99

7.23

Anti-Terrorism Laws100

Section 8 EVENTS OF DEFAULT

100

8.1

Events of Default100

8.2

Remedies Upon Event of Default102

8.3

Application of Funds103

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Section 9 THE ADMINISTRATIVE AGENT

105

9.1

Appointment and Authority105

9.2

Delegation of Duties106

9.3

Exculpatory Provisions106

9.4

Reliance by Administrative Agent107

9.5

Notice of Default107

9.6

Non-Reliance on Administrative Agent and Other Lenders107

9.7

Indemnification108

9.8

Agent in Its Individual Capacity108

9.9

Successor Administrative Agent109

9.10

Collateral and Guaranty Matters109

9.11

Administrative Agent May File Proofs of Claim111

9.12

No Other Duties, etc.111

9.13

Cash Management Bank and Qualified Counterparty Reports111

9.14

Certain ERISA Matters112

9.15

Erroneous Payments113

9.16

Survival115

Section 10 MISCELLANEOUS

115

10.1

Amendments and Waivers115

10.2

Notices117

10.3

No Waiver; Cumulative Remedies119

10.4

Survival of Representations and Warranties119

10.5

Expenses; Indemnity; Damage Waiver119

10.6

Successors and Assigns; Participations and Assignments121

10.7

Adjustments; Set-off125

10.8

Payments Set Aside126

10.9

Interest Rate Limitation126

10.10

Counterparts; Electronic Execution of Assignments126

10.11

Severability126

10.12

Integration127

10.13

GOVERNING LAW127

10.14

Submission to Jurisdiction; Waivers127

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10.15

Acknowledgements128

10.16

Releases of Guarantees and Liens128

10.17

Treatment of Certain Information; Confidentiality129

10.18

Automatic Debits130

10.19

Judgment Currency130

10.20

Patriot Act; Other Regulations131

10.21

Acknowledgement and Consent to Bail-In of Affected Financial Institutions131

10.22

Acknowledgement Regarding Any Supported QFCs131

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SCHEDULES

Schedule 1.1A:

Commitments

Schedule 4.4:

Governmental Approvals, Consents, Authorizations, Filings and Notices

Schedule 4.15:

Subsidiaries

Schedule 4.19(a):

Financing Statements and Other Filings

Schedule 7.2(d):

Existing Indebtedness

Schedule 7.3(f):

Existing Liens

Schedule 7.8(e):

Existing Investments

EXHIBITS

Exhibit A:

Form of Guarantee and Collateral Agreement

Exhibit B:

Form of Compliance Certificate

Exhibit C:

Form of Secretary’s/Managing Member’s Certificate

Exhibit D:

Form of Solvency Certificate

Exhibit E:

Form of Assignment and Assumption

Exhibits F-1 – F-4:

Forms of U.S. Tax Compliance Certificate

Exhibit G:

[Reserved]

Exhibit H-1:

Form of Revolving Loan Note

Exhibit H-2:

Form of Swingline Loan Note

Exhibit I:

[Reserved]

Exhibit J:

SEC Form 424B3 filed by Fifth Wall Acquisition Corp. I