10-K/A
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands | 98-1562203 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Title of each class | Trading symbol(s) | Name of each exchange
| ||
Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share | FLACU | The Nasdaq Capital Market LLC | ||
Class A ordinary shares, par value $0.0001 per share | FLAC | The Nasdaq Capital Market LLC | ||
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | FLACW | The Nasdaq Capital Market LLC |
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
Non-accelerated Filer | ☒ | Smaller Reporting Company | ☒ | |||
Emerging growth company | ☒ |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
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proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing shareholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities (other than the forward purchase securities) would result in an adjustment to the ratio at which Class B ordinary shares shall convert into Class A ordinary such that our sponsor and its permitted transferees, if any, would retain its aggregate percentage ownership at 20%, on an
to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. In addition, existing and future funds managed by Frazier and their respective portfolio companies may compete with us for business combination opportunities and if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. All of our executive officers currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. In addition, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may
that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule
could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become “option” rights surviving
related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the
qualified electing fund (“QEF”) election with respect to our taxable period ended December 31, 2020, as further described therein. If you are a U.S. Holder of our shares you are urged to consult your tax advisor regarding the advisability of making a QEF election and/or other elections available under the PFIC rules with respect to our Class A ordinary shares owned by you, and the procedures necessary to validly make and maintain such elections. Our website can be found at www.frazierlifesciencesacquisition.com. The reference to our website is a textual reference only. Information contained in the website is not a part of, and is not incorporated by reference into, this Amendment No. 2 to the Annual Report on Form10-K.
period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.
combination, knowing that if we do not complete our initial business combination within the required time period with that particular partner business, we may be unable to complete our initial business combination with any partner business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.
business combination in conjunction with a shareholder vote or via a tender offer. Partner companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See “Item 1A. Risk Factors —If third parties bring claims against us, the proceeds held in the trust account could be reduced and the
Act. We will not consider any transaction that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a partner. In this case, we would acquire a 100% interest in the partner. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary
it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share.
such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a partner that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
memorandum and articles of association require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or
consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.
10-K/A.
early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.
Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we do not to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their
(a) | Market Information |
(b) Holders
(b) | Holders |
(c) Dividends
(c) | Dividends |
(d) | Securities Authorized for Issuance Under Equity Compensation Plans |
(e) | Performance Graph |
(f) | Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings |
(g) | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
earned on the funds held in the trust account and not previously released to us to pay for our income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of our company, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
account partially offset by financing costs of approximately $ 451,000, approximately $121,000 in general and administrative expenses and approximately $7,000 of related party administrative fees, .
The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
Our statements of operations include a presentation of income per share forperiod. Accretion associated with the Class A ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net incomeis excluded from earnings per share basicas the redemption value approximates fair value.
Private Placement have been measured at fair value using a Monte Carlo simulation model.
not effective as of December 31, 2020 because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex financial instruments issued by us was not effectively designed or maintained. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Amendment No. 2 to the Annual Report on Form
As required by SEC rules and regulations implementing Section 404
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2020. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2020.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our internal control over financial reporting because Section 103due to a transition period established by rules of the JOBS Act provides that an emerging growth company is not required to provide an auditor’s report on internal control over financial reportingSEC for as long as we qualify as an emerging growth company.
newly public companies.
During the most recently completed fiscal quarter, there has been
NAME | AGE | POSITION | ||||
James N. Topper, M.D., Ph.D. | 59 | Chief Executive Officer and Chairman | ||||
David Topper | 63 | Chief Financial Officer and Director | ||||
Gordon Empey | 52 | Vice President and General Counsel | ||||
Max M. Nowicki, M.D. | 32 | Vice President, Acquisitions | ||||
Robert F. Baltera | 55 | Director | ||||
Michael F. Bigham | 63 | Director | ||||
Carol G. Gallagher, Pharm.D. | 56 | Director | ||||
Krishna R. Polu, M.D | 47 | Director |
school faculties at Stanford and Harvard Medical School prior to joining COR. Dr. Topper received his M.D. and Ph.D. in Biophysics from Stanford and his B.S. from the University of Michigan. He completed his postgraduate training in Internal Medicine and Cardiovascular Disease at the Brigham and Women’s Hospital in Boston. He has authored over 50 publications and was the recipient of a Howard Hughes Scholars Award while on the faculty at Stanford. He is also a board observer for Alcresta Therapeutics and Sojournix.
biotechnology development company. He currently serves on the board of directors of Imago BioSciences, Inc., Panmira Pharmaceuticals, LLC and the San Diego Venture Group. He is also a Business Advisory Panel member of PBS Biotech Inc.. Mr. Baltera received his M.B.A. from the Anderson School at the University of California, Los Angeles, and an M.S. in genetics and a B.S. in microbiology from The Pennsylvania State University. Mr. Baltera attended the Director Education and Certification program at the University of California, Los Angeles.
oncology and helped secure a number of Pharma partnerships. Prior to CytomX, he led clinical development and pharmacovigilance activities at Affymax, a then-public biopharmaceutical company, where he was instrumental in securing FDA approval of peginesatide for the treatment of anemia in patients on dialysis. Dr. Polu also held senior level positions in clinical development at Amgen (NASDAQ: AMGN) and was responsible for leading clinical development programs in heart failure, anemia of chronic kidney disease, and diabetes.
combination opportunity to such entity. In addition, existing and future funds managed by Frazier and their respective portfolio companies may compete with us for business combination opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. Notwithstanding the foregoing, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may
INDIVIDUAL | ENTITY | ENTITY’S BUSINESS | AFFILIATION | |||
James N. Topper | Frazier Life Sciences and its affiliated funds | Investment Firm | Managing General Partner | |||
Frazier Management, LLC and its affiliated funds | Management Company | Managing General Partner | ||||
Frazier Lifesciences Sponsor LLC | Investment Firm | Manager | ||||
Allena Pharmaceuticals, Inc. (a Frazier portfolio company) | Biotechnology Company | Director | ||||
Alcresta Therapeutics, Inc. (a Frazier portfolio company) | Biotechnology Company | Board Observer | ||||
Alpine Immune Sciences, Inc. (a Frazier portfolio company) | Biotechnology Company | Director |
INDIVIDUAL | ENTITY | ENTITY’S BUSINESS | AFFILIATION | |||
Amunix Pharmaceuticals, Inc. (a Frazier portfolio company) | Biotechnology Company | Director | ||||
AnaptysBio, Inc. (a Frazier portfolio company) | Biotechnology Company | Director | ||||
Lassen Therapeutics (a Frazier portfolio company) | Biotechnology Company | Director | ||||
Phathom Pharmaceuticals, Inc. (a Frazier portfolio company) | Biotechnology Company | Director | ||||
Sojournix, Inc. (a Frazier portfolio company) | Biotechnology Company | Board Observer |
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Dascena, Inc. (a Frazier portfolio company) | Biotechnology and Precision Medicine Company | Board Observer | ||||
Seraxis Holding, Inc. Sudo Biosciences, Inc. |
Biotechnology Company Biotechnology Company |
| Director Director | |||
David Topper | Frazier Life Sciences and its affiliated funds | Investment Firm | Senior Advisor | |||
Amherst Pierpont Securities LLC | Registered Broker-Dealer | Director | ||||
CircleUp | Financial Technology Company | Senior Managing Director, Investor and Board Observer | ||||
Gordon Empey | Frazier Life Sciences and its affiliated funds | Investment Firm | Partner and General Counsel | |||
Frazier Management, LLC and its affiliated funds | Management Company | Partner and General Counsel | ||||
Max M. Nowicki | Frazier Life Sciences and its affiliated funds | Investment Firm | Associate | |||
Frazier Management, LLC and its affiliated funds | Management Company | Associate | ||||
Robert F. Baltera | Frazier Life Sciences and its affiliated funds | Investment Firm | Entrepreneur in Residence | |||
Cirius Therapeutics, Inc. (a Frazier portfolio company) | Biotechnology Company | President and Chief Executive Officer | ||||
Imago BioSciences, Inc. (a Frazier portfolio company) | Biotechnology Company | Director | ||||
Mavupharma Inc. (a Frazier portfolio company) | Biotechnology Company | Executive Chairman | ||||
Panmira Pharmaceuticals & FLAP LLC | Biotechnology Company | Director | ||||
PBS Biotech Inc. | Biotechnology Company | Business Advisory Panel Member | ||||
Michael F. Bigham | Paratek Pharmaceuticals, Inc | Biotechnology Company | Executive Chairman | |||
Adamas Pharmaceuticals, Inc. | Biotechnology Company | Director | ||||
Carol G. Gallagher | New Enterprise Associates | Venture Capital Firm | Venture Partner | |||
Annexon, Inc. | Biotechnology Company | Director | ||||
Atara Biotherapeutics, Inc. | Biotechnology Company | Director | ||||
Metacrine, Inc. | Biotechnology Company | Director | ||||
Millendo Therapeutics, Inc. | Biotechnology Company | Director | ||||
PIONYR Immunotherapeutics Inc. | Biotechnology Company | Director | ||||
Qpex BioPharma, Inc. | Biotechnology Company | Director | ||||
Recludix Pharma, Inc. | Biotechnology Company | Director |
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TRex Bio, Inc. | Biotechnology Company | Director | ||||
Turning Point Therapeutics, Inc. | Biotechnology Company | Director | ||||
Krishna R. Polu | Equillium, Inc. | Biotechnology Company | Executive Vice President R&D and Chief Medical Officer |
INDIVIDUAL | ENTITY | ENTITY’S BUSINESS | AFFILIATION | |||
Goldilocks Therapeutics, Inc. | Biotechnology Company | Director | ||||
Lassen Therapeutics (a Frazier portfolio company) | Biotechnology Company | Co-Founder and Advisor | ||||
Medikine, Inc. | Biotechnology Company | Advisor | ||||
Mineralys Therapeutics, Inc. | Biotechnology Company | Advisor | ||||
Trestle Biotherapeutics, Inc. | Biotechnology Company | Advisor |
Class B ordinary shares | Class A ordinary shares | |||||||||||||||||||
Name of Beneficial Owners(1) | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Voting Control | |||||||||||||||
Frazier Lifesciences Sponsor LLC (our sponsor) (2) | 3,300,000 | 97.5 | % | — | — | 18.6 | % | |||||||||||||
Frazier Life Sciences X, L.P. (3)(4) | — | — | 1,000,000 | 7.0 | % | 5.6 | % | |||||||||||||
RA Capital Management, L.P. and affiliates (5) | — | — | 1,000,000 | 7.0 | % | 5.6 | % | |||||||||||||
Gordon Empey (4) | — | — | — | — | — | |||||||||||||||
Max M. Nowicki (4) | — | — | — | — | — | |||||||||||||||
James N. Topper (4) | — | — | — | — | — | |||||||||||||||
David Topper (4) | 30,000 | * | — | — | * | |||||||||||||||
Robert F. Baltera | 30,000 | * | — | — | * | |||||||||||||||
Michael F. Bigham | 30,000 | * | — | — | * | |||||||||||||||
Carol G. Gallagher | 30,000 | * | — | — | * | |||||||||||||||
Krishna R. Polu | 30,000 | * | — | — | * | |||||||||||||||
All officers and directors as a group (8 individuals) | 150,000 | 2.5 | % | — | — | * |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities and individuals is Two Union Square, 601 Union St., Suite 3200, Seattle, WA 98101. |
(2) | Consists of 3,300,000 Class B ordinary shares held by our sponsor. Our sponsor is governed by a board of managers, consisting of James N. Topper, David Topper, Gordon Empey and Max M. Nowicki. Mr. James Topper is also the general partner of FHMLS X, L.L.C., which is the general partner of FHMLS X, L.P., which is the general partner of Frazier Life Sciences X, L.P., the sole member of our sponsor. Each of Mr. James Topper, Mr. David Topper, Mr. Empey and Mr. Nowicki disclaims beneficial ownership of the shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
(3) | Consists of 1,000,000 units held by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. Each of FHMLS X, L.P., FHMLS X, L.L.C., Mr. Heron and Mr. James Topper disclaims beneficial ownership of the shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
(4) | Does not include any shares indirectly owned by this entity or individual as a result of their indirect ownership interest in our sponsor. |
(5) | Based solely on the Schedule 13G jointly filed with the SEC on February 16, 2021 by RA Capital Management, L.P. (“RA Capital”), RA Capital Healthcare Fund, L.P. (the “Fund”), Peter Kolchinsky and Rajeev Shah. Consists of (i) 913,862 units held by the Fund and (ii) 86,138 units held by a separately managed account (the “Account”). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and the Account and may be deemed to beneficially own the shares held by the Fund and the Account. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the shares held by the Fund and the Account. Each of the Fund, Dr. Kolchinsky, and Mr. Shah disclaim ownership of the shares held by the Fund and the Account. The address of these entities and individuals is c/o RA Capital Management, L.P., 200 Berkeley Street, 18 th Floor, Boston MA 02116. |
(As Restated)
We hereby file as part of this Amendment No. 2 to the Annual Report on Form10-K
* | Filed herewith. |
** | Furnished herewith. |
(1) | Incorporated by reference to the Registrant’s Form S-1, filed with the Commission on November 11, 2020. |
(2)
Frazier Lifesciences Acquisition Corporation | ||
/s/ James N. Topper | ||
Name: | James N. Topper | |
Title: | Chief Executive Officer and Chairman |
Name | Position | Date | ||
/s/ James N. Topper
| Chief Executive Officer and Chairman | January 31 , 2022 | ||
James N. Topper | (Principal Executive Officer and the Registrant’s authorized | |||
signatory in the United States) | ||||
/s/ David Topper | Chief Financial Officer and Director | January 31, 2022 | ||
David Topper |
| |||
/s/ Robert F. Baltera | Director | January 31, 2022 | ||
Robert F. Baltera | ||||
/s/ Michael F. Bigham | Director | |||
Michael F. Bigham | ||||
/s/ Carol G. Gallagher, Pharm. D. | Director | |||
Carol G. Gallagher, Pharm. D. | ||||
/s/ Krishna R. Polu, M.D. | Director | |||
Krishna R. Polu, M.D. |
F-2 | ||||
Financial Statements: | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
March 26,
Assets | ||||
Current assets | ||||
Cash | $ | 1,365,094 | ||
Prepaid expenses | 503,683 | |||
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Total current assets | 1,868,777 | |||
Investments held in Trust Account | 138,000,851 | |||
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Total Assets | $ | 139,869,628 | ||
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Liabilities and Shareholders’ Equity | ||||
Current liabilities | ||||
Accounts payable | $ | 162,478 | ||
Accrued expenses | 74,043 | |||
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Total current liabilities | 236,521 | |||
Deferred underwriting commissions | 4,830,000 | |||
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Total liabilities | 5,066,521 | |||
Commitments and Contingencies (Note 5) | ||||
Class A ordinary shares, $0.0001 par value; 12,980,310 shares subject to possible redemption at $10.00 per share | 129,803,100 | |||
Shareholders’ Equity | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued | — | |||
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; | 132 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; | 345 | |||
Additional paid-in capital | 5,126,337 | |||
Accumulated deficit | (126,807 | ) | ||
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Total shareholders’ equity | 5,000,007 | |||
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Total Liabilities and Shareholders’ Equity | $ | 139,869,628 | ||
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Assets | ||||
Current assets | ||||
Cash | $ | 1,365,094 | ||
Prepaid expenses | 503,683 | |||
Total current assets | 1,868,777 | |||
Investments held in Trust Account | 138,000,851 | |||
Total Assets | $ | 139,869,628 | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | ||||
Current liabilities | ||||
Accounts payable | $ | 162,478 | ||
Accrued expenses | 74,043 | |||
Total current liabilities | 236,521 | |||
Deferred underwriting commissions | 4,830,000 | |||
Derivative warrant liabilities | 7,341,180 | |||
Total liabilities | 12,407,701 | |||
Commitments and Contingencies | 0 | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 13,800,000 shares issued and outstanding at $10.00 per share redemption value | 138,000,000 | |||
Shareholders’ Deficit | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding | 0— | |||
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 501,000 shares issued and outstanding (excluding 13,800,000 shares subject to possible redemption) | 50 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,450,000 shares issued and outstanding (1) | 345 | |||
Additional paid-in capital | 0 | |||
Accumulated deficit | (10,538,468 | ) | ||
Total shareholders’ deficit | (10,538,073 | ) | ||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 139,869,628 | ||
(1) | On December 8, 2020, the Company effected a share sub-division, resulting in an increase in the total number of Founder Shares outstanding from 2,875,000 to 3,450,000 shares. All shares and associated amounts have been retroactively restated to reflect the sharesub-division. |
General and administrative expenses | $ | 120,884 | ||
Administrative expenses—related party | 6,774 | |||
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Loss from operations | (127,658 | ) | ||
Net gain from investments held in Trust Account | 851 | |||
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Net loss | $ | (126,807 | ) | |
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Basic and diluted weighted average shares outstanding of Class A ordinary shares | 14,301,000 | |||
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Basic and diluted net income per share, Class A ordinary shares | $ | 0.00 | ||
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Basic and diluted weighted average shares outstanding of Class B ordinary shares | 3,109,884 | |||
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Basic and diluted net loss per share, Class B ordinary shares | $ | (0.04 | ) | |
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General and administrative expenses | $ | 120,884 | ||
Administrative expenses—related party | 6,774 | |||
Loss from operations | (127,658 | ) | ||
Other income (expenses) | ||||
Net gain from investments held in Trust Account | 851 | |||
Change in fair value of derivative warrant liabilities | 619,710 | |||
Financing costs—derivative warrant liabilities | (451,450 | ) | ||
Net income | $ | 41,453 | ||
Weighted average number of Class A ordinary shares—basic and diluted | 3,492,105 | |||
Basic and diluted net income per share, Class A | $ | 0.01 | ||
Weighted average number of Class B ordinary shares—basic | 3,109,884 | |||
Weighted average number of Class B ordinary shares—diluted | 3,450,000 | |||
Basic net income per share, Class B | $ | 0.01 | ||
Diluted net income per share, Class B | $ | 0.01 | ||
Ordinary Shares | Additional Paid-in Capital | Total Shareholders’ Equity | ||||||||||||||||||||||||||
Class A | Class B | Accumulated Deficit | ||||||||||||||||||||||||||
Shares | Amount | Shares (1) | Amount | |||||||||||||||||||||||||
Balance—October 7, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 3,450,000 | 345 | 24,655 | — | 25,000 | |||||||||||||||||||||
Sale of units in initial public offering, gross | 13,800,000 | 1,380 | — | — | 137,998,620 | — | 138,000,000 | |||||||||||||||||||||
Offering costs | — | — | — | — | (8,105,086 | ) | — | (8,105,086 | ) | |||||||||||||||||||
Sale of private placement units to Sponsor in private placement | 501,000 | 50 | — | — | 5,009,950 | — | 5,010,000 | |||||||||||||||||||||
Shares subject to possible redemption | (12,980,310 | ) | (1,298 | ) | — | — | (129,801,802 | ) | — | (129,803,100 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (126,807 | ) | (126,807 | ) | |||||||||||||||||||
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| |||||||||||||||
Balance—December 31, 2020 | 1,320,690 | $ | 132 | 3,450,000 | $ | 345 | $ | 5,126,337 | $ | (126,807 | ) | $ | 5,000,007 | |||||||||||||||
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Ordinary Shares | Additional Paid-in Capital | Total Shareholders’ Deficit | ||||||||||||||||||||||||||
Class A | Class B | Accumulated Deficit | ||||||||||||||||||||||||||
Shares | Amount | Shares (1) | Amount | |||||||||||||||||||||||||
Balance—October 7, 2020 (inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 3,450,000 | 345 | 24,655 | — | 25,000 | |||||||||||||||||||||
Sale of Private Placement Units, less fair value of derivative warrant liabilities | 501,000 | 50 | — | — | 4,731,060 | — | 4,731,110 | |||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption | — | — | — | — | (4,755,715 | ) | (10,579,921 | ) | (15,335,636 | ) | ||||||||||||||||||
Net income | — | — | — | — | — | 41,453 | 41,453 | |||||||||||||||||||||
Balance—December 31, 2020 | 501,000 | $ | 50 | 3,450,000 | $ | 345 | $ | 0 | $ | (10,538,468 | ) | $ | (10,538,073 | ) | ||||||||||||||
(1) | On December 8, 2020, the Company effected a share sub-division, resulting in an increase in the total number of Founder Shares outstanding from 2,875,000 to 3,450,000 shares. All shares and associated amounts have been retroactively restated to reflect the sharesub-division. |
Cash Flows from Operating Activities: | ||||
Net loss | $ | (126,807 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |||
General and administrative expenses paid by Sponsor under promissory note | 18,200 | |||
Net gain from investments held in Trust Account | (851 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (503,683 | ) | ||
Accounts payable | 59,098 | |||
Accrued expenses | 29,043 | |||
|
| |||
Net cash used in operating activities | (500,000 | ) | ||
|
| |||
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (138,000,000 | ) | ||
|
| |||
Net cash used in investing activities | (138,000,000 | ) | ||
|
| |||
Cash Flows from Financing Activities: | ||||
Repayment of note payable to related party | (82,906 | ) | ||
Proceeds received from initial public offering, gross | 138,000,000 | |||
Proceeds received from private placement | 5,010,000 | |||
Offering costs paid | (3,062,000 | ) | ||
|
| |||
Net cash provided by financing activities | 139,865,094 | |||
|
| |||
Net change in cash | 1,365,094 | |||
Cash—beginning of the period | — | |||
|
| |||
Cash—end of the period | $ | 1,365,094 | ||
|
| |||
Supplemental disclosure of noncash financing activities: | ||||
Offering costs included in accounts payable | $ | 103,380 | ||
Offering costs included in accrued expenses | $ | 45,000 | ||
Payment of offering costs through note payable | $ | 64,706 | ||
Deferred underwriting commissions | $ | 4,830,000 | ||
Initial value of Class A ordinary shares subject to possible redemption | $ | 129,848,690 | ||
Change in initial value of Class A ordinary shares subject to possible redemption | $ | (45,590 | ) |
Cash Flows from Operating Activities: | ||||
Net income | $ | 41,453 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |||
General and administrative expenses paid by Sponsor under promissory note | 18,200 | |||
Net gain from investments held in Trust Account | (851 | ) | ||
Change in fair value of derivative warrant liabilities | (619,710 | ) | ||
Financing costs - derivative warrant liabilities | 451,450 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (503,683 | ) | ||
Accounts payable | 59,098 | |||
Accrued expenses | 29,043 | |||
Net cash used in operating activities | (500,000 | ) | ||
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (138,000,000 | ) | ||
Net cash used in investing activities | (138,000,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Repayment of note payable to related party | (82,906 | ) | ||
Proceeds received from initial public offering, gross | 138,000,000 | |||
Proceeds received from private placement | 5,010,000 | |||
Offering costs paid | (3,062,000 | ) | ||
Net cash provided by financing activities | 139,865,094 | |||
Net change in cash | 1,365,094 | |||
Cash—beginning of the period | 0 | |||
Cash—end of the period | $ | 1,365,094 | ||
Supplemental disclosure of noncash financing activities: | ||||
Offering costs included in accounts payable | $ | 103,380 | ||
Offering costs included in accrued expenses | $ | 45,000 | ||
Payment of offering costs through note payable | $ | 64,706 | ||
Deferred underwriting commissions | $ | 4,830,000 |
Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The6)7). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such
As of December 31, 2020 | As Reported As Previously Restated in 10-K/A Amendment No. 1 | Adjustment | As Restated | |||||||||
Total assets | $ | 139,869,628 | $ | — | $ | 139,869,628 | ||||||
Total liabilities | $ | 12,407,701 | $ | — | $ | 12,407,701 | ||||||
Class A ordinary shares subject to redemption at $10.00 per share | $ | 122,461,920 | $ | 15,538,080 | $ | 138,000,000 | ||||||
Preference shares | 0 | 0 | 0 | |||||||||
Class A ordinary shares | 205 | (155 | ) | 50 | ||||||||
Class B ordinary shares | 345 | — | 345 | |||||||||
Additional paid-in capital | 4,958,004 | (4,958,004 | ) | — | ||||||||
Accumulated deficit | 41,453 | (10,579,921 | ) | (10,538,468 | ) | |||||||
Total shareholders’ equity (deficit) | $ | 5,000,007 | $ | (15,538,080 | ) | $ | (10,538,073 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) | $ | 139,869,628 | $ | — | $ | 139,869,628 | ||||||
Shares of Class A ordinary shares subject to redemption | 12,246,192 | 1,553,808 | 13,800,000 | |||||||||
Shares of Class A ordinary shares | 1,553,808 | (1,553,808 | ) | — |
For the period from October 7, 2020 (inception) through December 31, 2020 | ||||||||||||
As Reported As Previously Restated in 10-K/A Amendment No. 1 | Adjustment | As Restated | ||||||||||
Initial value of Class A ordinary shares subject to possible redemption | $ | 121,887,800 | $ | (121,887,800 | ) | $ | 0 | |||||
Change in value of Class A ordinary shares subject to possible redemption | $ | 574,120 | $ | (574,120 | ) | $ | 0 |
Earnings Per Share | ||||||||||||
As Reported | Adjustment | As Restated | ||||||||||
For the Period from October 7, 2020 (Inception) through December 31, 2020 | ||||||||||||
Net income | $ | 41,453 | $ | — | $ | 41,453 | ||||||
Weighted average shares outstanding - Class A ordinary shares | 14,301,000 | (10,808,895 | ) | 3,492,105 | ||||||||
Basic and diluted earnings per share - Class A ordinary shares | $ | 0.00 | $ | 0.01 | $ | 0.01 | ||||||
Weighted average number of Class B ordinary shares - basic | 3,109,844 | 40 | 3,109,884 | |||||||||
Basic net income per share, Class B | $ | 0.01 | $ | (0.00 | ) | $ | 0.01 | |||||
Weighted average number of Class B ordinary shares - diluted | 3,109,844 | 340,156 | 3,450,000 | |||||||||
Diluted net income per share, Class B | $ | 0.01 | $ | (0.00 | ) | $ | 0.01 |
As of December 11, 2020 | As Reported As Previously Restated in 10-K/A Amendment No. 1 | Adjustment | As Restated | |||||||||
Total assets | $ | 140,276,800 | $ | — | $ | 140,276,800 | ||||||
Total liabilities | $ | 13,388,996 | $ | — | $ | 13,388,996 | ||||||
Class A ordinary shares subject to redemption at $10.00 per share | $ | 121,887,800 | $ | 16,112,200 | $ | 138,000,000 | ||||||
Preference shares | 0— | 0— | 0— | |||||||||
Class A ordinary shares | 211 | (161 | ) | 50 | ||||||||
Class B ordinary shares | 345 | — | 345 | |||||||||
Additional paid-in capital | 5,507,118 | (5,507,118 | ) | — | ||||||||
Accumulated deficit | (507,670 | ) | (10,604,921 | ) | (11,112,591 | ) | ||||||
Total shareholders’ equity (deficit) | $ | 5,000,004 | $ | (16,112,200 | ) | $ | (11,112,196 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) | $ | 140,276,800 | $ | — | $ | 140,276,800 | ||||||
Shares of Class A ordinary shares subject to redemption | 12,188,780 | 1,611,220 | 13,800,000 | |||||||||
Shares of Class A ordinary shares | 1,611,220 | (1,611,220 | ) | — |
period.
of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.
The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been measured at fair value using a Monte Carlo simulation model.
The Company complied with the requirements of the FASB ASC Topic 340-10-S99-1.
The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 12,980,31013,800,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
The Company’s statement of operations includes a presentation ofnet income (loss) per share for ordinary share subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the investment income earned on the Trust Account of approximately $1,000 for the period from October 7, 2020 (inception) to December 31, 2020, by2020. Accretion associated with the weighted average number of shares of Class A ordinary shares outstanding forsubject to possible redemption is excluded from earnings per share as the period. Netredemption value approximates fair value.
shares:
For The Period From October 7, 2020 (inception) through December 31, 2020 | ||||||||
Class A | Class B | |||||||
Basic and diluted net income per ordinary share: | ||||||||
Numerator: | ||||||||
Allocation of net income - basic | 21,926 | 19,527 | ||||||
Allocation of net income - diluted | 20,852 | 20,601 | ||||||
Denominator: | ||||||||
Basic weighted average ordinary shares outstanding | 3,492,105 | 3,109,884 | ||||||
Diluted weighted average ordinary shares outstanding | 3,492,105 | 3,450,000 | ||||||
Basic net income per ordinary share | $ | 0.01 | $ | 0.01 | ||||
Diluted net income per ordinary share | $ | 0.01 | $ | 0.01 | ||||
Each Unit consists of one Class A ordinary share and
released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at a price of $10.00 per unit.
Class A Ordinary Shares — The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 14,301,000 Class A ordinary shares issued or outstanding, including 12,980,310 Class A ordinary shares subject to possible redemption.
Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On October 7, 2020, the Company issued 2,875,000 Class B ordinary shares. On December 8, 2020, the Company effected a share sub-division, resulting in an increase in the total number of Class B ordinary shares outstanding from 2,875,000 to 3,450,000 shares. All shares and associated amounts have been retroactively restated to reflect the share sub-division. Of the 3,450,000 Class B ordinary shares outstanding, up to 450,000 shares were subject to forfeiture, to the Company by the Initial Shareholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding the Private Placement Shares and assuming the initial shareholders do not purchase any units in the Initial Public Offering). The underwriters fully exercised the over-allotment option on December 11, 2020; thus, these 450,000 Class B ordinary shares were no longer subject to forfeiture. At December 31, 2020, there were 3,450,000 Class B ordinary shares issued or outstanding
Class A and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The provisions of the Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two-thirds of the issued and outstanding Class B ordinary shares.
The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares (excluding the Private Placement Shares) issued and outstanding upon the consummation of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor, members of the founding team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2020, there were no preference shares issued or outstanding.
Warrants—
Gross proceeds | $ | 138,000,000 | ||
Less: | ||||
Proceeds allocated to public warrants | (7,682,000 | ) | ||
Class A ordinary share issuance costs | (7,653,636 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 15,335,636 | |||
Class A ordinary share subject to possible redemption | $ | 138,000,000 | ||
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Cash held in Trust Account | $ | 138,000,851 | $ | 0 | $ | 0 | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities | $ | 0 | $ | 0 | $ | 7,341,180 |
As of December 11, 2020 | As of December 31, 2020 | |||||||
Volatility | 23.0 | % | 21.0 | % | ||||
Stock price | $ | 10.30 | $ | 10.38 | ||||
Expected term to Business Combination | 1 | 1 | ||||||
Risk-free rate | 0.50 | % | 0.51 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % |
Derivative warrant liabilities at October 7, 2020 (inception) | $ | 0 | ||
Issuance of Public and Private Warrants | 7,960,890 | |||
Change in fair value of derivative warrant liabilities | (619,710 | ) | ||
Derivative warrant liabilities at December 31, 2020 | $ | 7,341,180 | ||
F-18