☒ | 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 | 001-39865 | 98-1574497 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
Albany Financial Center, South Ocean Blvd, Suite #507, P.O. Box SP-63158, New Providence, Nassau, The Bahamas | ||||
(Address of principal executive offices) | (Zip Code) |
one-third
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
held by
PIONEER MERGER CORP.
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ITEM 1. | BUSINESS |
Messrs.
Corp. acquired Local Bounti on November 19, 2021.
Following the completion of our initial public offering, we will
expenses) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our sponsor and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination.
6.25% (assuming only the minimum number of shares representing a quorum are voted, and the over-allotment option is not exercised), of the 37,500,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised)voted). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. In addition, our sponsor and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of a business combination.
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of our initial public offering. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account, subject to applicable Cayman Islands law.
perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations,
If we file a bankruptcy or
ITEM 1A. | RISK FACTORS |
Below is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:
(ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account, subject to applicable Cayman Islands law.
$10.00 $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations,
funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
conversion of such warrants. The registration rights will be exercisable with respect to the founder shares and the private placement warrants and the Class A ordinary shares issuable upon exercise of such private placement warrants. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the securities owned by our sponsor or its permitted transferees are registered.
subsequent taxable years may depend on whether we qualify for the PFIC
complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders and not previously released to pay our income taxes, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.
Upon closing of our initial public offering, our
qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.
and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Description of Securities—Warrants—Public Shareholders’ Warrants— Redemption of warrants for Class A ordinary shares” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.
standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
tariffs and trade barriers;
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
ITEM 2. | PROPERTIES |
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED |
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None.
ITEM 6. | SELECTED FINANCIAL DATA |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Upon the closing of the Initial Public Offering and the Private Placement, $375.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule
Going Concern
As of December 31, 2020, our$549,000.
However, in connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”)
We entered into an Administrative Services Agreement
The underwriterssigned upon consummation of the Initial Public OfferingOffering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provided that we would not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable
traded. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as
Recent Accounting Pronouncements
Our management does not believe there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, that would have a material effect on our financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. | CONTROLS AND PROCEDURES |
As of December 31, 2019, as required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in
not effective as of December 31, 2021 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 was not effectively designed or maintained. This material weakness resulted in the misstatement of the Company’s audited balance sheet as of January 12, 2021 and its interim financial statements and footnotes as reported in its SEC filings for the quarters ended March 31, 2021 and June 30, 2021. 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 Annual Report on
As required by SEC rules and regulations implementing Section 404
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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 does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company undera transition period established by rules of the JOBS Act.
SEC for newly public companies.
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name | Age | Position | ||
Ed Forst | Chairman | |||
Lyndon Lea | President, Chief Executive Officer and Director | |||
Robert Darwent | Chief Financial Officer and Director | |||
Lori Bush | Director | |||
Mary E. Minnick | Director | |||
Naveen Agarwal | Director |
(starting
to 2014 as Chief Executive Officer and Board Director and from 2009 to 2011 as Chief Operating Officer of Pricelock, an online marketplace for large energy buyers and sellers. Mr. Agarwal was instrumental in creating a unique brand in energy markets that helped Pricelock grow to more than a billion dollars in transaction volume. Before that, Mr. Agarwal served from 2006 to 2008 as President of E*Trade Capital Management, where he drove P/L growth via engaging company’s mass-affluent customers, and from 2002 to 2005, as Vice President of Engineering and Product at E*Trade Financial. Mr. Agarwal also served as Vice President, Engineering for Weave Innovations from 1999 to 2002, Vice President of Risk Solutions at SunGard from 1995 to 2001, and spent several years working in various global software development and product management positions in the health care, auto and finance sectors in London, India, and New York. Mr. Agarwal leverages his broad expertise to drive innovation, and seamlessly connect the dots between traditional and new digital economies, modern marketing and customer engagement at scale. Mr. Agarwal also serves as an external board member and advisor for Finovera and Knotch. Mr. Agarwal holds an MBA from Haas School of Business at the University of California, Berkeley and a bachelor’s degree in Computer Science and Engineering from the Indian Institute of Technology, Varanasi, India.
Messrs. Forst, Lea, and Darwent have also incorporated Leo Holdings III Corp. (“Leo III”), a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting its own initial business combination. Mr. Forst is the Chairman of the Board of Directors of Leo III, Mr. Lea is the Chief Executive Officer of Leo III, and Mr. Darwent is the Chief Financial Officer of Leo III. Ms. Bush, Ms. Minnick and are directors of Leo III. Each of these individuals owe fiduciary duties under Cayman Islands law to Leo III.
Individual | Entity | Entity’s Business | Affiliation | |||
Ed Forst | Lion Capital LLP Global Franchise Group, LLC | Private Equity Restaurant Franchise | Chairman Director | |||
REX-Real Estate Exchange, Inc. | Real Estate | Director | ||||
Local Bounti Corporation | Agriculture | Chairman | ||||
Lyndon Lea | Lion Capital LLP | Private Equity | Managing Partner | |||
Digital Media Solutions Holdings, Inc. | Performance Marketing | Director | ||||
AllSaints John Varvatos Alex and Ani Paige Hatchbeauty Lenny & Larry’s Nutiva Picard Surgeles Alain Afflelou | Fashion Brand Fashion Brand Jewelry Apparel Beauty Brand Food and Nutrition Food and Nutrition Food and Nutrition Eyewear | Director Director Director Director Director Director Director Director Director | ||||
Robert Darwent | Lion Capital LLP | Private Equity | Partner |
Digital Media Solutions Holdings, Inc. | Performance Marketing | Director | |||||||
Spence Diamonds Loungers plc | Jewelry Restaurant | Director Director | |||||||
Gordan Ramsay North America Gruppo Menghi | Restaurant Footwear | Director Director | |||||||
Lori Bush | Solvasa LLC | Beauty and Wellness | Chief Executive Officer and Director | ||||||
Ruby Ribbon | Women’s Apparel | Director | |||||||
Topix | Dermatological Products | Director | |||||||
Mary E. Minnick | Digital Media Solutions, Inc. | Performance Marketing | Chairperson | ||||||
Target Corporation | Retail Chain | Director | |||||||
Naveen Agarwal | Prudential Financial | Financial Services | Chief Market Development Officer |
ITEM 11. | EXECUTIVE COMPENSATION |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED |
On September 9, 2020, the sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses of the company in consideration of 10,062,500 founder shares, par value $0.000129, 2021.
Class B ordinary shares | Class A ordinary shares | Approximate Percentage of Voting Control | ||||||||||||||||||
Name of Beneficial Owners(1) | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | ||||||||||||||||
Leo Investors II Limited Partnership (our sponsor)(2)(3) | 9,195,000 | 98.1 | % | — | — | 19.6 | % | |||||||||||||
Lyndon Lea(4) | — | — | — | — | — | |||||||||||||||
Ed Forst(4) | — | — | — | — | — | |||||||||||||||
Robert Darwent(4) | — | — | — | — | — | |||||||||||||||
Lori Bush(2) | 30,000 | * | — | — | * | |||||||||||||||
Mary E. Minnick(2) | 30,000 | * | — | — | * | |||||||||||||||
Naveen Agarwal(2) | 30,000 | * | — | — | * | |||||||||||||||
Integrated Core Strategies (US) LLC(5) | — | — | 1,635,180 | 4.4 | % | 3.5 | % | |||||||||||||
ICS Opportunities, Ltd.(5) | — | — | 940,000 | 2.5 | % | 2.0 | % | |||||||||||||
Millennium International Management LP(5) | — | — | 940,000 | 2.5 | % | 2.0 | % | |||||||||||||
Millennium Management LLC(5) | — | — | 2,575,180 | 6.9 | % | 5.5 | % | |||||||||||||
Millennium Group Management LLC(5) | — | — | 2,575,180 | 6.9 | % | 5.5 | % | |||||||||||||
Israel A. Englander(5) | — | — | 2,575,180 | 6.9 | % | 5.5 | % | |||||||||||||
All officers and directors as a group six individuals | 90,000 | * | — | — | * |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is Albany Financial Center, South Ocean Blvd, Suite #507, P.O. Box SP-63158, New Providence, Nassau, The Bahamas. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described in the section entitled “Description of Securities.” |
(3) | Our sponsor is controlled by its general partner, Leo Investors GP II Limited, which is controlled by three shareholders, Lyndon Lea, Ed Forst and Robert Darwent. The approval of a majority of the shareholders is required to approve an action of our sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. No individual in the general partner of our sponsor exercises voting or dispositive control over any of the securities held by our sponsor, even those in which such director directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. |
(4) | Does not include any shares indirectly owned by this individual as a result of his partnership interest in our sponsor. |
(5) | Integrated Core Strategies (US) LLC, a Delaware limited liability company (“Integrated Core Strategies”), beneficially owns 1,635,180 Class A ordinary shares and ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands (“ICS Opportunities”), owns 940,000 Class A ordinary shares. Millennium International Management LP, a Delaware limited partnership (“Millennium International Management”), is the investment manager to ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.Millennium Management LLC, a Delaware limited liability company (“Millennium Management”), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% owner of ICS Opportunities and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.Millennium Group Management LLC, a Delaware limited liability company (“Millennium Group Management”), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen (“Mr. Englander”), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and ICS Opportunities. The business address of each of Integrated Core Strategies, ICS Opportunities, Millennium International Management, Millennium Management, Millennium Group Management, and Mr. Englander is 666 Fifth Avenue, New York, New York 10103. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
the Trust Account.
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
$61,800, respectively.
Pre-Approval Policy
Our audit committee was formed upon the consummation
(a) The following documents are filed as part of this Annual Report: (1) Financial Statements (2) Exhibits* ** (1) (2)
LEO HOLDINGS CORP. II | ||
/s/ Lyndon Lea | ||
Name: | Lyndon Lea | |
Title: | President and Chief Executive Officer |
Name | Position | Date | ||
/s/ Edward C. Forst Edward C. Forst | Chairman | March 3 , 20221 | ||
/s/ Lyndon Lea Lyndon Lea | President, Chief Executive Officer and Authorized Representative (Principal Executive Officer) | March 3 , 20221 | ||
/s/ Robert Darwent Robert Darwent | Chief Financial Officer and Director (Principal Financial and Accounting Officer) | March 3 , 20221 |
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F-2 | ||||
Financial Statements: | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
December 31, 2020
Assets: | ||||
Current assets: | ||||
Prepaid expenses | $ | 16,771 | ||
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Total current assets | 16,771 | |||
Deferred offering costs associated with the initial public offering | 381,478 | |||
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Total Assets | $ | 398,249 | ||
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Liabilities and Shareholders’ Deficit: | ||||
Current liabilities: | ||||
Accrued expenses | $ | 245,000 | ||
Note payable - related party | 162,127 | |||
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Total liabilities | 407,127 | |||
Commitments and Contingencies | ||||
Shareholders’ Deficit: | ||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | — | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none shares issued and outstanding | — | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,062,500 shares issued and outstanding (1) | 1,006 | |||
Additional paid-in capital | 23,994 | |||
Accumulated deficit | (33,878 | ) | ||
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Total shareholders’ deficit | (8,878 | ) | ||
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Total Liabilities and Shareholders’ Deficit | $ | 398,249 | ||
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December 31, 2021 | December 31, 2020 | |||||||
Assets: | ||||||||
Current assets: | ||||||||
Cash | $ | 160,991 | $ | — | ||||
Prepaid expenses | 454,459 | 16,771 | ||||||
Total current assets | 615,450 | 16,771 | ||||||
Investments held in Trust Account | 375,032,984 | — | ||||||
Deferred offering costs associated with the initial public offering | — | 381,478 | ||||||
Total Assets | $ | 375,648,434 | $ | 398,249 | ||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and | ||||||||
Shareholders’ Deficit | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 66,516 | $ | — | ||||
Accrued expenses | 0 | 245,000 | ||||||
Note payable—related party | — | 162,127 | ||||||
Total current liabilities | 66,516 | 407,127 | ||||||
Deferred underwriting commissions | 13,125,000 | — | ||||||
Warrant liabilities | 9,304,167 | — | ||||||
Total liabilities | 22,495,683 | 407,127 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 37,500,000 and 0 shares issued and outstanding at $10.00 per share redemption value as of December 31, 2021 and 2020, respectively | 375,000,000 | — | ||||||
Shareholders’ Deficit: | ||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaN issued or outstanding as of December 31, 2021 and 2020 | 0— | — | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 0 non-redeemable shares issued or outstanding as of December 31, 2021 and 2020 | 0 | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 9,375,000 and 10,062,500 shares issued and outstanding as of December 31, 2021 and 2020, respectively (1) | 937 | 1,006 | ||||||
Additional paid-in capital | 0 | 23,994 | ||||||
Accumulated deficit | (21,848,186 | ) | (33,878 | ) | ||||
Total shareholders’ deficit | (21,847,249 | ) | (8,878 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 375,648,434 | $ | 398,249 | ||||
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For the Period from September 1, 2020 (inception) to December 31, 2020
Operating expenses | ||||
General and administrative expenses | $ | 33,878 | ||
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Net loss | $ | (33,878 | ) | |
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Weighted average shares outstanding, basic and diluted (1) | 8,750,000 | |||
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Basic and diluted net loss per share | $ | (0.00 | ) | |
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For the Year Ended December 31, 2021 | For the Period from September 1, 2020 (Inception) through December 31, 2020 | |||||||
Operating expenses | ||||||||
General and administrative expenses | $ | 1,127,162 | $ | 33,878 | ||||
General and administrative expenses—related party | 116,246 | — | ||||||
Loss from operations | (1,243,408 | ) | (33,878 | ) | ||||
Other income (expenses) | ||||||||
Change in fair value of warrant liabilities | 3,275,000 | — | ||||||
Offering costs associated with issuance of warrants | (425,516 | ) | — | |||||
Net gain from investments held in Trust Account | 32,984 | — | ||||||
Net income (loss) | $ | 1,639,060 | $ | (33,878 | ) | |||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted | 36,369,863 | — | ||||||
Basic and diluted net income per Class A ordinary share | $ | 0.04 | $ | — | ||||
Weighted average shares outstanding of Class B ordinary shares, basic (1) | 9,356,164 | 8,750,000 | ||||||
Weighted average shares outstanding of Class B ordinary shares, diluted (1) | 9,375,000 | 8,750,000 | ||||||
Basic and diluted net income (loss) per Class B ordinary share | $ | 0.04 | $ | (0.00 | ) | |||
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For the Period from September
Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance—January 1, 2021 | 0 | $ | 0 | 10,062,500 | $ | 1,006 | $ | 23,994 | $ | (33,878 | ) | $ | (8,878 | ) | ||||||||||||||
Excess cash received over the fair value of the private warrants | — | — | — | — | 4,733,333 | — | 4,733,333 | |||||||||||||||||||||
Class B ordinary shares forfeited | — | — | (687,500 | ) | (69 | ) | 69 | — | — | |||||||||||||||||||
Accretion on Class A ordinary shares subject to possible redemption amount | — | — | — | — | (4,757,396 | ) | (23,453,368 | ) | (28,210,764 | ) | ||||||||||||||||||
Net income | — | — | — | — | — | 1,639,060 | 1,639,060 | |||||||||||||||||||||
Balance—December 31, 2021 | 0 | $ | 0 | 9,375,000 | $ | 937 | $ | 0 | $ | (21,848,186 | ) | $ | (21,847,249 | ) | ||||||||||||||
Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||
Class B | ||||||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance - September 1, 2020 (inception) | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Issuance of Class B ordinary shares to Sponsor (1) | 10,062,500 | 1,006 | 23,994 | — | 25,000 | |||||||||||||||
Net loss | — | — | — | (33,878 | ) | (33,878 | ) | |||||||||||||
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Balance - December 31, 2020 | 10,062,500 | $ | 1,006 | $ | 23,994 | $ | (33,878 | ) | $ | (8,878 | ) | |||||||||
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Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares (1) | Amount | |||||||||||||||||||||||||
Balance—September 1, 2020 (inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 10,062,500 | 1,006 | 23,994 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (33,878 | ) | (33,878 | ) | |||||||||||||||||||
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Balance—December 31, 2020 | 0 | $ | 0 | 10,062,500 | $ | 1,006 | $ | 23,994 | $ | (33,878 | ) | $ | (8,878 | ) | ||||||||||||||
(1) |
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For the Period from September 1, 2020 (inception) to December 31, 2020
For the Period from September 1, 2020 (inception) to December 31, 2020 | ||||
Cash Flows from Operating Activities: | ||||
Net loss | $ | (33,878 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
General and administrative expenses paid by related party under promissory note | 25,649 | |||
Change in operating assets: | ||||
Prepaid expenses | 8,229 | |||
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Net cash used in operating activities | — | |||
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Net change in cash | — | |||
Cash - beginning of the period | — | |||
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Cash - end of the period | $ | — | ||
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Supplemental disclosure of noncash investing and financing activities: | ||||
Prepaid expense paid by Sponsor in exchange of Class B Ordinary shares | $ | 25,000 | ||
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Offering costs included in accrued expenses | $ | 245,000 | ||
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Offering costs included paid by related party under promissory note | $ | 136,478 | ||
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For the Year Ended December 31, 2021 | For the Period from September 1, 2020 (Inception) through December 31, 2020 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 1,639,060 | $ | (33,878 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Change in fair value of warrant liabilities | (3,275,000 | ) | — | |||||
Offering costs associated with issuance of warrants | 425,516 | — | ||||||
Net gain from investments held in Trust Account | (32,984 | ) | — | |||||
General and administrative expenses paid by related party under promissory note | — | 25,649 | ||||||
Change in operating assets: | ||||||||
Prepaid expenses | (437,688 | ) | 8,229 | |||||
Accounts payable | 66,516 | — | ||||||
Net cash used in operating activities | (1,614,580 | ) | — | |||||
Cash Flows from Investing Activities: | ||||||||
Cash deposited in Trust Account | (375,000,000 | ) | — | |||||
Net cash used in investing activities | (375,000,000 | ) | — | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from note payable to related party | 6,604 | — | ||||||
Repayment of note payable to related party | (168,731 | ) | — | |||||
Proceeds received from initial public offering, gross | 375,000,000 | — | ||||||
Proceeds received from private placement | 10,000,000 | — | ||||||
Offering costs paid | (8,062,302 | ) | — | |||||
Net cash provided by financing activities | 376,775,571 | — | ||||||
Net change in cash | 160,991 | — | ||||||
Cash—beginning of the period | 0 | — | ||||||
Cash—end of the period | $ | 160,991 | $ | — | ||||
Supplemental disclosure of noncash activities: | ||||||||
Offering costs included in accrued expenses | $ | — | $ | 245,000 | ||||
Offering costs included in note payable | $ | — | $ | 136,478 | ||||
Prepaid expense paid by Sponsor in change of Class B Ordinary Shares | $ | — | $ | 25,000 | ||||
Deferred underwriting commissions | $ | 13,125,000 | $ | — | ||||
Forfeiture of Class B ordinary shares | $ | 69 | $ | — | ||||
Account.
(including (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
$549,000.
SEC.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature.
Deferred
The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Deferred offering
Loss PerIncome (Loss) per Ordinary Share
each class of ordinary shares:
For the Year Ended | For the Period from September 1, 2020 (Inception) | |||||||||||||||
December 31, 2021 | through December 31, 202 0 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income (loss)—basic | $ | 1,303,686 | $ | 335,374 | $ | 0 | $ | (33,878 | ) | |||||||
Allocation of net income (loss)—diluted | $ | 1,303,149 | $ | 335,911 | $ | 0 | $ | (33,878 | ) | |||||||
Denominator: | ||||||||||||||||
Weighted average ordinary shares outstanding, basic | 36,369,863 | 9,356,164 | 0 | 8,750,000 | ||||||||||||
Weighted average ordinary shares outstanding, diluted | 36,369,863 | 9,375,000 | 0 | 8,750,000 | ||||||||||||
Basic net income (loss) per ordinary share | $ | 0.04 | $ | 0.04 | $ | 0 | $ | (0.00 | ) | |||||||
Diluted net income (loss) per ordinary share | $ | 0.04 | $ | 0.04 | $ | 0 | $ | (0.00 | ) | |||||||
Management
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
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,666,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $10.0 million.
Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Subsequent to the repayment, the facility was no longer available to the Company.
Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. 7 -Warrants
Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Asoutstanding as of December 31, 2020, there were no Class A ordinary shares issued or outstanding.
Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of December 31, 2020, there were 10,062,500 Class B ordinary shares outstanding, of which up to 1,312,500 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on January 12, 2021 to purchase an addition of 2,500,000 Units, with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day option period. As a result of the expiration of the over-allotment option, 687,500 Founder Shares were forfeited.
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the 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.
The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day immediately 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 Class A ordinary shares issued and outstanding upon completion 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, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor 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.
Warrants —
ordinary shares” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants for Class A ordinary shares” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Gross proceeds received from Initial Public Offering | $ | 375,000,000 | ||
Less: | ||||
Fair value of Public Warrants at issuance | (7,312,500 | ) | ||
Offering costs allocated to Class A ordinary shares | (20,898,264 | ) | ||
Plus: | ||||
Accretion on Class A ordinary shares to redemption value | 28,210,764 | |||
Class A ordinary shares subject to possible redemption | $ | 375,000,000 | ||
Fair Value Measured as of December 31, 2021 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets | ||||||||||||||||
Investments held in Trust Account—U.S. Treasury Securities | $ | 375,032,984 | $ | — | $ | — | $ | 375,032,984 | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities—public warrants | $ | 5,437,500 | $ | — | $ | — | $ | 5,437,500 | ||||||||
Warrant liabilities—private placement warrants | $ | — | $ | — | $ | 3,866,667 | $ | 3,866,667 |
Warrant liabilities as of January 1, 2021 | $ | 0 | ||
Issuance of Public and Private Placement Warrants | 12,579,167 | |||
Public Warrants transferred to Level 1 | (7,312,500 | ) | ||
Change in fair value of warrant liabilities | (1,400,000 | ) | ||
Warrant liabilities as of December 31, 2021 | $ | 3,866,667 | ||
December 31, 2021 | January 12, 2021 | |||||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Stock Price | $ | 9.75 | $ | 9.80 | ||||
Term (in years) | 5.75 | 5.97 | ||||||
Volatility | 10.00 | % | 14.20 | % | ||||
Risk-free interest rate | 1.32 | % | 0.66 | % | ||||
Dividend yield | 0 | 0 |
As of January 12, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Balance Sheet | ||||||||||||
Total assets | $ | 377,545,296 | $ | 0 | $ | 377,545,296 | ||||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and | ||||||||||||
Shareholders’ Equity (Deficit) | ||||||||||||
Total current liabilities | $ | 766,319 | $ | 0 | $ | 766,319 | ||||||
Deferred underwriting commissions | 13,125,000 | 0 | 13,125,000 | |||||||||
Derivative liabilities | 0 | 12,579,167 | 12,579,167 | |||||||||
Total liabilities | 13,891,319 | 12,579,167 | 26,470,486 | |||||||||
Class A ordinary shares subject to possible redemption | 358,653,970 | 16,346,030 | 375,000,000 | |||||||||
Shareholders’ equity (deficit) | ||||||||||||
Preference shares | 0 | 0 | 0 | |||||||||
Class A ordinary shares | 164 | (164) | 0 | |||||||||
Class B ordinary shares | 1,006 | 0 | 1,006 | |||||||||
Additional paid-in-capital | 5,046,081 | (5,046,081) | 0 | |||||||||
Accumulated deficit | (47,244) | (23,878,952) | (23,926,196) | |||||||||
Total shareholders’ equity (deficit) | 5,000,007 | (28,925,197) | (23,925,190) | |||||||||
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) | $ | 377,545,296 | $ | 0 | $ | 377,545,296 | ||||||
The Company
F-16