| Cayman Islands | | | 001-39736 | | | | |
| (State or other jurisdiction of incorporation or organization) | | | (Commission File Number) | | | (I.R.S. Employer Identification Number) | |
| 2100 McKinney Ave., Suite 1675 Dallas, TX | | | 75201 | |
| (Address of principal executive offices) | | | (Zip Code) | |
| Title of Each Class: | | | Trading Symbol: | | | Name of Each Exchange on Which Registered: | |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | | | SVSVU | | | The NASDAQ Capital Market | |
| Class A ordinary shares included as part of the units | | | | | The NASDAQ Capital Market | | |
| Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | | | SVSVW | | | The NASDAQ Capital Market | |
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☒ | |
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Name | | | Age | | | Position | |
Christopher Sorrells | | | 52 | | | Chief Executive Officer and Director | |
Jeffrey Schramm | | | 50 | | | Chief Financial Officer | |
Robert Kaplan | | | | | Vice President of Business Development | | |
William Quinn | | | 50 | | | Chairman and Director | |
Debora Frodl | | | 55 | | | Director | |
Richard Thompson | | | | | Director | | |
Patrick Wood, III | | | 58 | | | Director | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
Christopher Sorrells | | | Renewable Energy Group, Inc. | | | Energy | | | Lead Director and Chairman of the Compensation Committee | |
| | | Spring Valley Acquisition Corp. II | | | Special Purpose Acquisition Company | | | Chief Executive Officer and Director | |
Jeffrey Schramm | | | Finstat LLC | | | Consulting | | | Founder | |
| | | Spring Valley Acquisition Corp. II | | | Special Purpose Acquisition Company | | | Chief Financial Officer | |
| | | Victory Acquisition Corp. | | | Special Purpose Acquisition Company | | | Chief Financial Officer | |
Robert Kaplan | | | Two Nil, LLC | | | Marketing | | | Director | |
| | | RK Management, Inc. | | | Management /Consulting | | | Founder | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
William Quinn | | | Pearl Energy Investment Management, LLC(1) | | | Private Equity | | | Managing Partner | |
| | | Board of Overseers of the Wharton School of the University of Pennsylvania | | | Education | | | Director | |
| | | Spring Valley Acquisition Corp. II | | | Special Purpose Acquisition Company | | | Chairman of the Board | |
| | | Victory Acquisition Corp. | | | Special Purpose Acquisition Company | | | Chairman of the Board | |
Debora Frodl | | | Renewable Energy Group, Inc. | | | Energy | | | Director | |
| | | XL Hybrids | | | Energy / Automotive | | | Chairman | |
| | | ITC Holdings Corp. | | | Energy | | | Director | |
Richard Thompson | | | Sumeru Equity Partners | | | Private Equity | | | Strategic Advisor | |
Patrick Wood, III | | | Hunt Energy Network | | | Energy | | | President | |
| | | Wood3 Resources | | | Energy | | | Principal | |
| | | SunPower Corporation | | | Energy | | | Director | |
| | | Quanta Services, Inc. | | | Energy | | | Director | |
| | | Class B common stock | | | Class A common stock | | ||||||||||||||||||
Name of Beneficial Owners(1) | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | ||||||||||||
SV Acquisition Sponsor Sub, LLC (holdco) | | | | | 5,630,000 | | | | | | 97.9% | | | | | | — | | | | | | — | | |
Spring Valley Acquisition Sponsor, LLC (our sponsor) | | | | | 5,630,000 | | | | | | 97.9% | | | | | | — | | | | | | — | | |
William Quinn(2) | | | | | 5,630,000 | | | | | | 97.9% | | | | | | — | | | | | | — | | |
Christopher Sorrells | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jeffrey Schramm | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert Kaplan | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Debora Frodl | | | | | 40,000 | | | | | | * | | | | | | — | | | | | | — | | |
Richard Thompson | | | | | 40,000 | | | | | | * | | | | | | — | | | | | | — | | |
Patrick Wood, III | | | | | 40,000 | | | | | | * | | | | | | — | | | | | | — | | |
All officers and directors as a group (seven individuals) | | | | | 5,750,000 | | | | | | 100% | | | | | | — | | | | | | — | | |
Citadel Advisors LLC(3) | | | | | — | | | | | | — | | | | | | 1,580,000 | | | | | | 6.9% | | |
Adage Capital Partners, L.P.(4) | | | | | — | | | | | | — | | | | | | 1,800,000 | | | | | | 7.83% | | |
CVI Investments, Inc.(5) | | | | | — | | | | | | — | | | | | | 1,980,000 | | | | | | 8.6% | | |
Kepos Capital LP(6) | | | | | — | | | | | | — | | | | | | 1,270,701 | | | | | | 5.5% | | |
Polar Asset Management Partners Inc.(7) | | | | | — | | | | | | — | | | | | | 1,980,000 | | | | | | 8.61% | | |
| Name | | | Position | | | Date | |
| /s/ Christopher Sorrells Christopher Sorrells | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | |
| /s/ Jeffrey Schramm Jeffrey Schramm | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | |
| /s/ William Quinn William Quinn | | | Chairman and Director | | | | |
| /s/ Robert Kaplan Robert Kaplan | | | Vice President of Business Development | | | | |
| /s/ Debora Frodl Debora Frodl | | | Director | | | | |
| /s/ Richard Thompson Richard Thompson | | | Director | | | | |
| /s/ Patrick Wood, III Patrick Wood, III | | | Director | | | |
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| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| ASSETS | | | | | | | ASSETS | | | | | | | ||
| Current Assets: | | | | | | | Cash | | | $ | 1,906,348 | | | ||
| Cash | | | $ | 1,906,348 | | | Prepaid expenses | | | | 237,088 | | | ||
| Prepaid expenses | | | | 237,088 | | | Total current assets | | | | 2,143,436 | | | ||
| Total current assets | | | | 2,143,436 | | | Investments held in trust account | | | | 232,301,973 | | | ||
| Investments held in trust account | | | | 232,301,973 | | | Total assets | | | $ | 234,445,409 | | | ||
| Total assets | | | $ | 234,445,409 | | | LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | Current liabilities: | | | | | | | ||
| Current liabilities: | | | | | | | Accrued offering costs | | | $ | 49,934 | | | ||
| Accrued offering costs | | | $ | 49,934 | | | Total current liabilities | | | | 49,934 | | | ||
| Total current liabilities | | | | 49,934 | | | Long term liabilities: | | | | | | | ||
| Long term liabilities: | | | | | | | Warrant liability | | | | 33,660,000 | | | ||
| Deferred Underwriting Fee Payable | | | | 8,050,000 | | | Deferred underwriting fee payable | | | | 8,050,000 | | | ||
| Total liabilities | | | | 8,099,934 | | | Total liabilities | | | | 41,759,934 | | | ||
| Commitments and Contingencies | | | | | | | Commitments and Contingencies | | | | | | | ||
| Class A Common Shares Subject to Redemption, 21,915,393 shares at $10.10 per share | | | | 221,345,469 | | | Class A Common Shares Subject to Redemption, 18,582,720 shares at $10.10 per share | | | | 187,685,474 | | | ||
| Shareholders’ Equity: | | | | | | | Shareholders’ Equity: | | | | | | | ||
| Preferred stock, $0.0001 par value; 1,000,000 stocks authorized; none issued and outstanding | | | | — | | | Preference shares, $0.0001 par value; 1,000,000 stocks authorized; none issued and outstanding | | | | — | | | ||
| Class A common share, $0.0001 par value, 300,000,000 shares authorized; -0- and 1,084,607 shares issued and outstanding (excluding 22,134,546 shares subject to possible redemption) | | | | 108 | | | Class A common share, $0.0001 par value, 300,000,000 shares authorized;4,417,280 shares issued and outstanding (excluding 18,582,720 shares subject to possible redemption) | | | | 442 | | | ||
| Class B common share, $0.0001 par value, 30,000,000 shares authorized; 5,750,000 shares issued and outstanding | | | | 575 | | | Class B common share, $0.0001 par value, 30,000,000 shares authorized; 5,750,000 shares issued and outstanding | | | | 575 | | | ||
| Additional Paid in Capital | | | | 5,111,494 | | | Additional Paid in Capital | | | | 17,970,408 | | | ||
| Accumulated Deficit | | | | (112,171) | | | Accumulated Deficit | | | | (12,971,424) | | | ||
| Total shareholders’ equity | | | | 5,000,006 | | | Total shareholders’ equity | | | | 5,000,001 | | | ||
| Total Liabilities and Shareholders’ Equity | | | $ | 234,445,409 | | | Total Liabilities and Shareholders’ Equity | | | $ | 234,445,409 | | |
| Formation and operating costs | | | | $ | 114,144 | | |
| Loss from operations | | | | | (114,144) | | |
| Other income: | | | | | | | |
| Interest earned on marketable securities held in Trust Account | | | | | 1,973 | | |
| Net loss | | | | $ | (112,171) | | |
| Weighted average shares outstanding of Class A redeemable ordinary shares | | | | | 23,000,000 | | |
| Basic and diluted net loss per ordinary share, Class A | | | | $ | — | | |
| Weighted average shares outstanding of Class B non-redeemable ordinary shares | | | | | 5,194,656 | | |
| Basic and diluted net loss per ordinary share, Class B | | | | $ | (0.02) | | |
| Formation and operating costs | | | | $ | 114,144 | | |
| Loss from operations | | | | | (114,144) | | |
| Other income (expense): | | | | | | | |
| Change in fair value of warrant liability | | | | | (12,110,000) | | |
| Offering costs allocated to derivative warrant liabilities | | | | | (749,253) | | |
| Interest earned on marketable securities held in Trust Account | | | | | 1,973 | | |
| Net loss | | | | $ | (12,971,424) | | |
| Weighted average shares outstanding of Class A redeemable ordinary shares | | | | | 23,000,000 | | |
| Basic and diluted net income per ordinary share, Class A | | | | $ | 0.00 | | |
| Weighted average shares outstanding of Class B non-redeemable ordinary shares | | | | | 5,194,656 | | |
| Basic and diluted net loss per ordinary share, Class B | | | | $ | (2.50) | | |
| | | Ordinary Shares | | | | | | | | | | | | | | | Total Shareholders’ Equity | | ||||||||||||||||||||||||
| | | Class A | | | Class B | | | Additional Paid- In Capital | | | Accumulated Deficit | | ||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance as of August 20, 2020 | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Issuance of Class A ordinary shares | | | | | 23,000,000 | | | | | | 2,300 | | | | | | — | | | | | | — | | | | | | 217,530,346 | | | | | | — | | | | | | 217,532,646 | | |
Sale of Private Placement Warrants | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,900,000 | | | | | | — | | | | | | 8,900,000 | | |
Ordinary Shares Subject to possible Redemption | | | | | (21,915,393) | | | | | | (2,192) | | | | | | — | | | | | | — | | | | | | (221,343,277) | | | | | | — | | | | | | (221,345,469) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (112,171) | | | | | | (112,171) | | |
Balance as of December 31, 2020 | | | | | 1,084,607 | | | | | $ | 108 | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 5,111,494 | | | | | $ | (112,171) | | | | | $ | 5,000,006 | | |
| | | Ordinary Shares | | | Shares | | | Amount | | | Additional Paid-In Capital | | | Retained Earnings | | | Total Shareholders’ Equity | | ||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | ||||||||||||||||||||||||||||||||||||
Balance as of August 20, 2020 | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Sale of Units in initial public offering, less fair value of public warrants | | | | | 23,000,000 | | | | | | 2,300 | | | | | | — | | | | | | — | | | | | | 217,347,700 | | | | | | — | | | | | | 217,350,000 | | |
Offering costs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,718,101) | | | | | | — | | | | | | (11,718,101) | | |
Ordinary Shares Subject to possible Redemption | | | | | (18,582,720) | | | | | | (1,858) | | | | | | — | | | | | | — | | | | | | (187,683,616) | | | | | | — | | | | | | (187,685,474) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (12,971,424) | | | | | | (12,971,424) | | |
Balance as of December 31, 2020 | | | | | 4,417,280 | | | | | $ | 442 | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 17,970,408 | | | | | $ | (12,971,424) | | | | | $ | 5,000,001 | | |
| Cash Flows from Operating Activities | | | | | | | Cash Flows from Operating Activities | | | | | | | ||
| Net Loss | | | $ | (112,171) | | | Net Loss | | | $ | (12,971,424) | | | ||
| Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | ||
| Payment of formation costs through issuance of Class B ordinary shares | | | | 5,000 | | | Change in fair value of derivative warrant liabilities | | | | 12,110,000 | | | ||
| Interest earned on marketable securities held in Trust Account | | | | (1,973) | | | Offering costs allocated to derivative warrant liabilities | | | | 749,253 | | | ||
| Changes in operating assets and liabilities | | | | | | | Payment of formation costs through issuance of Class B ordinary shares | | | | 5,000 | | | ||
| Prepaid expenses | | | | (237,088) | | | Interest earned on marketable securities held in Trust Account | | | | (1,973) | | | ||
| Net cash used in operating activities | | | | (346,232) | | | Changes in operating assets and liabilities | | | | | | | ||
| Cash Flows from Investing Activities: | | | | | | | Prepaid expenses | | | | (237,088) | | | ||
| Investment of cash into Trust Account | | | | (232,300,000) | | | Net cash used in operating activities | | | | (346,232) | | | ||
| Net cash used in investing activities | | | | (232,300,000) | | | Cash Flows from Investing Activities: | | | | | | | ||
| Cash Flows from Financing Activities | | | | | | | Investment of cash into Trust Account | | | | (232,300,000) | | | ||
| Proceeds from sale of Units, net of underwriting discounts paid and reimbursements | | | | 226,150,000 | | | Net cash used in investing activities | | | | (232,300,000) | | | ||
| Proceeds from sale of Private Placement Warrants | | | | 8,900,000 | | | Cash Flows from Financing Activities | | | | | | | ||
| Repayment of promissory note – related party | | | | (124,826) | | | Proceeds from sale of Units, net of underwriting discounts paid and reimbursements | | | | 226,150,000 | | | ||
| Payment of offering costs | | | | (372,594) | | | Proceeds from sale of Private Placement Warrants | | | | 8,900,000 | | | ||
| Net cash provided by financing activities | | | | 234,552,580 | | | Repayment of promissory note – related party | | | | (124,826) | | | ||
| Net increase in cash | | | | 1,906,348 | | | Payment of offering costs | | | | (372,594) | | | ||
| Cash – beginning of period | | | | — | | | Net cash provided by financing activities | | | | 234,552,580 | | | ||
| Cash – end of period | | | $ | 1,906,348 | | | Net increase in cash | | | | 1,906,348 | | | ||
| Supplemental disclosure of noncash investing and financing activities: | | | Cash – beginning of period | | | | — | | | ||||||
| Initial classification of Class A common stock subject to possible redemption | | | $ | 221,345,469 | | | Cash – end of period | | | $ | 1,906,348 | | | ||
| Change in value of Class A common stock subject to possible redemption | | | $ | (100,456) | | | Supplemental disclosure of noncash investing and financing activities: | | | | | | | ||
| Deferred underwriting fee payable | | | $ | 8,050,000 | | | Initial classification of Class A ordinary shares subject to possible redemption | | | $ | 200,645,178 | | | ||
| Accrued offering costs | | | $ | 49,934 | | | Change in value of Class A ordinary shares subject to possible redemption | | | $ | (12,959,704) | | | ||
| Offering costs paid by Sponsor in exchange for Founder shares | | | $ | 20,000 | | | Warrant liabilities in connection with initial public offering and private placement | | | $ | 22,529,000 | | | ||
| Offering costs paid directly through Note payable | | | $ | 124,826 | | | Deferred underwriting fee payable | | | $ | 8,050,000 | | | ||
| Accrued offering costs | | | $ | 49,934 | | | |||||||||
| Offering costs paid by Sponsor in exchange for Founder Shares | | | $ | 20,000 | | | |||||||||
| Offering costs paid directly through Note payable | | | $ | 124,826 | | |
| | | As of December 31, 2020 | | |||||||||||||||
| | | As Reported | | | As Restated | | | Difference | | |||||||||
Balance Sheet | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities | | | | $ | — | | | | | $ | 33,660,000 | | | | | $ | 33,660,000 | | |
Total Liabilities | | | | | 8,099,934 | | | | | | 41,759,934 | | | | | | 33,660,000 | | |
Class A ordinary shares subject to possible redemption | | | | | 221,345,469 | | | | | | 187,685,474 | | | | | | (33,659,995) | | |
Class A ordinary shares, $0.0001 par value | | | | | 108 | | | | | | 442 | | | | | | 334 | | |
Additional paid-in capital | | | | | 5,111,494 | | | | | | 17,970,408 | | | | | | 12,858,914 | | |
Accumulated deficit | | | | | (112,171) | | | | | | (12,971,424) | | | | | | (12,859,253) | | |
Total Shareholders’ Equity | | | | | 5,000,001 | | | | | | 5,000,001 | | | | | | — | | |
| | | For the Period from August 20, 2020 Through December 31, 2020 | | |||||||||||||||
| | | As Reported | | | As Restated | | | Difference | | |||||||||
Statements of Operations | | | | | | | | | | | | | | | | | | | |
Change in value of derivative warrant liabilities | | | | $ | — | | | | | $ | (12,110,000) | | | | | $ | (12,110,000) | | |
Offering costs allocated to derivative warrant liabilities | | | | | — | | | | | | (749,253) | | | | | | (749,253) | | |
Net loss | | | | $ | (112,171) | | | | | $ | (12,971,424) | | | | | $ | (12,859,253) | | |
Per Share Data: | | | | | | | | | | | | | | | | | | | |
Basic and diluted income (loss) per share, Class A | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Basic and diluted net less per share, Class B | | | | $ | (0.02) | | | | | $ | (2.50) | | | | | $ | (2.48) | | |
| | FOR THE PERIOD FROM AUGUST 20, 2020 THROUGH DECEMBER 31, 2020 | | | FOR THE PERIOD FROM AUGUST 20, 2020 (Inception) THROUGH DECEMBER 31, 2020 | | ||||||||
Redemable Class A Common Stock | | | | | | | ||||||||
Numerator: Earnings allocable to Redeemable Class A Common Stock | | | | | | | ||||||||
Redemable Class A Ordinary Shares | | | | | | | ||||||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | | | | | | | ||||||||
Interest Income | | | $ | 1,973 | | | | | $ | 1,973 | | | ||
Income and Franchise Tax | | | | — | | | | | | - | | | ||
Net Earnings | | | $ | 1,973 | | | | | $ | 1,973 | | | ||
Denominator: Weighted Average Redeemable lass A Common Stock | | | | | | | ||||||||
Denominator: Weighted Average Redeemable class A Ordinary Shares | | | | | | | ||||||||
Redeemable Class A Common Stock, Basic and Diluted | | | | 23,000,000 | | | | | | 23,000,000 | | | ||
Earnings/Basic and Diluted Redeemable Class A Common Stock | | | $ | (0.00) | | | ||||||||
Non-Redeemable Class B Common Stock | | | | | | | ||||||||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | | | $ | 0.00 | | | ||||||||
Non-Redeemable Class B Ordinary Shares | | | | | | | ||||||||
Numerator: Net Loss minus Redeemable Net Earnings | | | | | | | | | | | | | ||
Net Loss | | | $ | (112,171) | | | | | $ | (12,971,424) | | | ||
Redeemable Net Earnings | | | | 1,973 | | | | | | (1,973) | | | ||
Non-Redeemable Net Loss | | | $ | (110,198) | | | | | $ | (12,973,397) | | | ||
Denominator: Weighted Average Non-Redeemable Class B Common Stock | | | | | | | ||||||||
Non-Redeemable Class B Common Stock, Basic and Diluted | | | | 5,750,000 | | | ||||||||
Loss/Basic and Diluted Non-Redeemable Class B Common Stock | | | $ | (0.02) | | | ||||||||
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | | | | | | | ||||||||
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | | | | 5,194,656 | | | ||||||||
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | | | $ | (2.50) | | |
| | Held-To-Maturity | | Level | | Amortized Cost | | Gross Holding Gain | | Fair Value | | | Asset | | Level | | Fair Value | | ||||||||||||||||||||||||||
December 31, 2020 | | U.S. Treasury Securities | | | | 1 | | | | | 232,300,000 | | | | | 1,973 | | | | | 232,301,973 | | | | U.S. Treasury Securities Money Market Fund | | | | 1 | | | | | 232,301,973 | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | ||||||||||||
Warrant liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Public Warrants | | | | $ | 18,975,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 18,975,000 | | |
Private Placement Warrants | | | | | — | | | | | | — | | | | | | 14,685,000 | | | | | | 14,685,000 | | |
Total warrant liabilities | | | | $ | 18,975,000 | | | | | $ | 0 | | | | | $ | 14,685,000 | | | | | $ | 33,660,000 | | |
| | | At issuance | | | As of December 31, 2020 | | |||
Exercise price | | | $11.50 | | | | $ | 11.50 | | |
IPO price | | | $10.00 | | | | $ | 10.00 | | |
Implied stock price range (or underlying asset price at December 31, 2020) | | | $9.35 – $9.66 | | | | $ | 10.12 | | |
Volatility | | | 14% – 23% | | | | | 21% | | |
Term | | | 5.75 | | | | | 5.70 | | |
Risk-free rate | | | 0.46% | | | | | 0.46% | | |
Dividend yield | | | 0.0% | | | | | 0.0% | | |
| | | Private Placement | | | Public | | | Warrant Liabilities | | |||||||||
Initial measurement on November 27, 2020 | | | | $ | 9,879,000 | | | | | $ | 12,650,000 | | | | | $ | 22,529,000 | | |
Change in valuation inputs or other assumptions(1) | | | | | 4,806,000 | | | | | | 6,325,000 | | | | | | 11,131,000 | | |
Fair value as of December 31, 2020 | | | | $ | 14,685,000 | | | | | $ | 18,975,000 | | | | | $ | 33,660,000 | | |