☒ | 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 | 98-1587626 | |||
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||
770 E Technology Way F13-16 Orem, UT | 84097 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (415) 629-9066 |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | WWACU | The Nasdaq Stock Market | ||
Class A ordinary shares, par value $0.0001 per share | WWAC | The Nasdaq Stock Market | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | WWACW | The Nasdaq Stock Market |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
1 | ||||
3 | ||||
3 | ||||
24 | ||||
64 | ||||
65 | ||||
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66 | ||||
66 | ||||
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67 | ||||
72 | ||||
72 | ||||
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82 | ||||
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86 | ||||
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89 | ||||
Item 1. | Business |
Item 1A. | Risk Factors |
i. | we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share, |
ii. | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and |
iii. | the Market Value is below $9.20 per share, |
Item 1B. | Unresolved Staff Comments. |
Item 2. | Properties. |
Item 3. | Legal Proceedings. |
Item 4. | Mine Safety Disclosures. |
Item 5. | Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. |
Item 6. | Selected Financial Data. |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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. |
Item 9B. | Other Information. |
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. | Directors, Executive Officers and Corporate Governance. |
Name | Age | Title | ||
Tony M. Pearce | 65 | Executive Chairman and Director | ||
Terry V. Pearce | 72 | Executive Vice-Chairman and Director | ||
Daniel S. Webb | 36 | Chief Executive Officer, Chief Financial Officer and Director | ||
Lynne M. Laube | 51 | Director | ||
Tanner Ainge | 37 | Director | ||
Dave Crowder | 55 | Director | ||
Davis Smith | 42 | Director |
Item 11. | Executive Compensation. |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. |
Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Ordinary Shares | |||||||||||||||
5% or Greater Shareholders: | ||||||||||||||||||||
Worldwide Webb Acquisition Sponsor LLC (2)(3) | 4,500,000 | 19.6 | % | 4,500,000 | 78.26 | % | 15.7 | % | ||||||||||||
Atlas Diversified Master Fund, Ltd (4) | 1,980,000 | 8.6 | % | — | — | 8.6 | % | |||||||||||||
Magnetar Financial LLC (5) | 1,980,000 | 8.6 | % | — | — | 8.6 | % | |||||||||||||
Polar Asset Management Partners Inc. (6) | 1,980,000 | 8.6 | % | — | — | 8.6 | % | |||||||||||||
Radcliffe Capital Management, LP (7) | 1,925,000 | 8.4 | % | — | — | 8.4 | % | |||||||||||||
Sculptor Capital, LP (8) | 1,925,000 | 8.4 | % | — | — | 8.4 | % | |||||||||||||
Shaolin Capital Management LLC (9) | 1,549,900 | 6.7 | % | — | — | 6.7 | % | |||||||||||||
Tenor Capital Management Company, L.P. (10) | 1,500,000 | 6.5 | % | — | — | 6.5 | % | |||||||||||||
Aristeia Capital, L.L.C. (11) | 1,500,000 | 6.5 | % | — | — | 6.5 | % | |||||||||||||
Barclays, PLC (12) | 1,236,467 | 5.3 | % | — | — | 6.5 | % | |||||||||||||
Directors and Officers | ||||||||||||||||||||
Tony M. Pearce | 4,500,000 | 19.6 | % | 4,500,000 | 78.26 | % | 15 | % | ||||||||||||
Terry V. Pearce | 4,500,000 | 19.6 | % | 4,500,000 | 78.26 | % | 15 | % | ||||||||||||
Daniel S. Webb | 4,500,000 | 19.6 | % | 4,500,000 | 78.26 | % | 15 | % | ||||||||||||
Lynne M. Laube | — | — | — | — | — | |||||||||||||||
Tanner Ainge | — | — | — | — | — | |||||||||||||||
Dave Crowder | — | — | — | — | — | |||||||||||||||
Davis Smith | — | — | — | — | — | |||||||||||||||
All directors and officers as a group (seven individuals) | 4,500,000 | 19.6 | % | 4,500,000 | 78.26 | % | 19.6 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Worldwide Webb Acquisition Corp., 770 E Technology Way F13-16, Orem, UT 84097. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such ordinary shares will convert into Class A ordinary shares on a one-for-one |
(3) | Worldwide Webb Acquisition Sponsor, LLC, our sponsor, is the record holder of the Class B ordinary shares reported herein. Daniel S. Webb, Terry Pearce and Tony Pearce, by virtue of their shared control over our sponsor, may be deemed to beneficially own shares held by our sponsor. |
(4) | Based on a Schedule 13G/A filed on February 14, 2022, Atlas Diversified Master Fund, Ltd. is a Cayman corporation (“ADMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. Atlas Diversified Fund, Ltd. is a Cayman corporation (“ADF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand CaymanKY1-1104, Cayman Islands, British West Indies. ADF LTD owns 96.88% of the equity interests in ADMF. Atlas Diversified Fund, L.P. is a Delaware limited partnership (“ADF LP”), with its principal business office at 444 West Lake Street, 50th Floor, Chicago, IL 60606. ADF LP owns 3.12% of the equity interests in ADMF. Atlas Master Fund, Ltd. is a Cayman corporation (“AMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand CaymanKY1-1104, Cayman Islands, British West Indies. Atlas Global, LLC is a Delaware limited liability company (“AG”), with its principal business office at 444 West Lake Street, 50th Floor, Chicago, IL 60606. AG owns 3.47% of the equity interests in AMF. Atlas Global Investments, Ltd. is a Cayman corporation (“AGI”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand CaymanKY1-1104, Cayman Islands, British West Indies. AGI owns 96.48% of the equity interests in AMF. Atlas Enhanced Master Fund, Ltd. is a Cayman corporation (“AEMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand CaymanKY1-1104, Cayman Islands, British West Indies. Atlas Enhanced Fund, L.P. is a Delaware limited partnership (“AEF LP”), with its principal business office at 444 West Lake Street, 50th Floor, Chicago, IL 60606. AEF LP owns 29.62% of the equity interests in AEMF. Atlas Enhanced Fund, Ltd. is a Cayman corporation (“AEF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand CaymanKY1-1104, Cayman Islands, British West Indies. AEF LTD owns 57.47% of the equity interests in AEMF. Atlas Portable Alpha, LP is a Delaware limited partnership (“APA LP”), with its principal business office at 444 West Lake Street, 50th Floor, Chicago, IL 60606. APA LP owns 4.48% of the equity interests in AEMF. Atlas Terra Fund, Ltd. is a Cayman corporation (“ATF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand CaymanKY1-1104, Cayman Islands, British West Indies. ATF LTD owns 2.23% of the equity interests in AEMF. Atlas Institutional Equity Fund, L.P. is a Delaware limited partnership (“AIEF LP”), with its principal business office at 444 West Lake Street, 50th |
Floor, Chicago, IL 60606. AIEF LP owns 6.19% of the equity interests in AEMF. Balyasny Asset Management L.P. is a Delaware limited partnership (“BAM”), with its principal business office at 444 West Lake Street, 50th Floor, Chicago, IL 60606. BAM is the investment manager to each of ADMF, ADF LTD, ADF LP, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP, ATF LTD and AIEF LP. Dmitry Balyasny, a United States citizen whose business address is 444 West Lake Street, 50th Floor, Chicago, IL 60606. Dmitry Balyasny indirectly controls 100% of the general partner of BAM. By virtue of its ownership of 3.12% of the equity interest in ADMF, ADF LP may be deemed to beneficially own the 1,980,000 Class A ordinary shares beneficially owned by ADMF. By virtue of its ownership of 8.39% of the equity interest in ADMF, AMF may be deemed to beneficially own the 141,736 Class A ordinary shares beneficially owned by ADMF. By virtue of its ownership of 3.87% of the equity interest in AMF, AG may be deemed to beneficially own the 141,736 Class A ordinary shares beneficially owned by ADMF. By virtue of its ownership of 96.07% of the equity interest in AMF, AGI may be deemed to beneficially own the 141,736 Class A ordinary shares beneficially owned by ADMF. By virtue of its ownership of 91.61% of the equity interest in ADMF, AEMF may be deemed to beneficially own the 1,838,264 Class A ordinary shares beneficially owned by ADMF. By virtue of its ownership of 31.61% of the equity interest in AEMF, AEF LP may be deemed to beneficially own the 1,838,264 Class A ordinary shares beneficially owned by ADMF. By virtue of its ownership of 56.06% of the equity interest in AEMF, AEF LTD may be deemed to beneficially own the 1,838,264 Class A ordinary shares beneficially owned by ADMF. By virtue of its ownership of 4.26% of the equity interest in AEMF, APA LP may be deemed to beneficially own the 1,838,264 Class A ordinary shares beneficially owned by ADMF. By virtue of its ownership of 2.11% of the equity interest in AEMF, ATF LTD may be deemed to beneficially own the 1,838,264 Class A ordinary shares beneficially owned by ADMF. By virtue of its ownership of 5.95% of the equity interest in AEMF, AIEF LP may be deemed to beneficially own the 1,838,264 Class A ordinary shares beneficially owned by ADMF. By virtue of its position as investment manager to each of ADMF, ADF LTD, ADF LP, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP, ATF LTD and AIEF LP, BAM may be deemed to beneficially own the 1,980,000 Class A ordinary shares beneficially owned by ADMF, ADF LTD, ADF LP, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP, ATF LTD and AIEF LP. By virtue of his position as the sole control person for BAM, Mr. Balyasny may be deemed to beneficially own the 1,980,000 Class A ordinary shares beneficially owned by BAM. |
(5) | Based on a Schedule 13G filed on January 28, 2022, Class A ordinary shares reported herein are held Magnetar Constellation Fund II, Ltd (“Constellation Fund II”), Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”), Magnetar Capital Master Fund Ltd (“Master Fund”) , Magnetar Discovery Master Fund Ltd (“Discovery Master Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Purpose Alternative Credit Fund Ltd (“Purpose Fund”), Magnetar SC Fund Ltd (“SC Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP (“Structured Credit Fund”), a Delaware limited partnership; Magnetar Lake Credit Fund LLC (“Lake Credit Fund”), Purpose Alternative Credit Fund - T LLC (“Purpose Fund - T”), Delaware limited liability companies; collectively (the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz. The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. |
(6) | Based on a Schedule 13G filed on February 11, 2022, filed by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”) with respect to the shares directly held by PMSMF. The address of the business office of the Reporting Person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6. |
(7) | Based on a Schedule 13G/A filed on February 14, 2022, the shares are beneficially owned by Radcliffe Capital Management, L.P., RGC Management Company, LLC, Steven B. Katznelson, Christopher Hinkel, Radcliffe SPAC Master Fund, L.P. and Radcliffe SPAC GP, LLC, whose business address is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004. |
(8) | Based on a Schedule 13G/A filed on February 11, 2022, Sculptor Capital LP (“Sculptor”) is the principal investment manager to a number of private funds and discretionary accounts (collectively, the “Accounts”). Sculptor Capital II LP (“Sculptor-II”) also serves as the investment manager to certain of the Accounts. The Class A ordinary shares reported are held in the Accounts managed by Sculptor and Sculptor-II. Sculptor Capital Holding Corporation (“SCHC”) serves as the general partner of Sculptor. Sculptor Capital Holding II LLC (“SCHC-II”) is wholly owned by Sculptor and serves as the general partner of Sculptor-II. Sculptor Capital Management, Inc. (“SCU”) is a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II. Sculptor is the investment adviser to Sculptor Master Fund, Ltd. (“SCMF”) Sculptor Special Funding, LP (“NRMD”) is a wholly owned by SCMF. Sculptor is the investment adviser to Sculptor Credit Opportunities Master Fund, Ltd. (“SCCO”). Sculptor-II is the investment adviser to Sculptor SC II LP (“NJGC”). Sculptor is the investment adviser to Sculptor Enhanced Master Fund, Ltd. (“SCEN”). The address of the principal business offices of Sculptor, Sculptor-II, SCHC, SCHC-II, SCU, SCMF, NRMD, SCEN, SCCO and NJGC is 9 West 57 Street, 39 Floor, New York, NY 10019. Sculptor and Sculptor-II serve as the principal investment managers to the Accounts and thus may be deemed beneficial owners of the Class A ordinary shares in the Accounts managed by Sculptor and Sculptor-II. SCHC-II serves as the sole general partner of Sculptor-II and is wholly owned by Sculptor. SCHC serves as the sole general partner of Sculptor. As such, SCHC and SCHC-II may be deemed to control Sculptor as well as Sculptor-II and, therefore, may be deemed to be the beneficial owners of the Class A ordinary shares reported. SCU is the sole shareholder of SCHC and may be deemed a beneficial owner of the Class A ordinary shares reported. |
(9) | Based on a Schedule 13G filed on February 11, 2022, Class A ordinary shares reported are held by Shaolin Capital Management LLC, a company incorporated under the laws of State of Delaware, which serves as the investment advisor to Shaolin Capital Partners Master Fund, Ltd. a Cayman Islands exempted company, MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC, and DS Liquid DIV RVA SCM LLC being managed accounts advised by the Shaolin Capital Management LLC. The reporting of this ownership should not be construed as an admission that the reporting person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares reported herein. The address of the business office of the reporting person is 7610 NE 4th Court, Suite 104 Miami FL 33138. |
(10) | Based on a Schedule 13G filed on January 29, 2022, Class A ordinary shares reported herein are held by Tenor Opportunity Master Fund, Ltd. (the “Master Fund”). Tenor Capital Management Company, L.P. (“Tenor Capital”) serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the reporting persons may be deemed to have shared voting and dispositive power with respect to the Class A ordinary shares owned directly by the Master Fund. This report shall not be deemed an admission that the reporting persons are beneficial owners of the Class A ordinary shares. Each of the reporting persons disclaims beneficial ownership of the Class A ordinary shares reported except to the extent of the reporting person’s pecuniary interest therein. |
(11) | Based on a Schedule 13G filed on February 14, 2022, Class A ordinary shares reported herein are held by Aristeia Capital, L.L.C., One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
(12) | Based on a Schedule 13G filed on February 11, 2022, Class A ordinary shares reported herein are held by Barclays PLC and Barclays Bank PLC, 1 Churchill Place, London, E14 5HP, England. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
Item 14. | Principal Accountant Fees and Services. |
Item 15. | Exhibits, Financial Statement Schedules. |
(a) | The following documents are filed as part of this annual report on Form 10-K: |
1. | Financial Statements: See “Index to Financial Statements” at page F-1. |
(c) | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this annual report on Form 10-K. |
* | Filed herewith |
Item 16. | Form 10–K Summary. |
WORLDWIDE WEBB ACQUISITION CORP. | ||||
By: | /s/ Daniel S. Webb | |||
Name: | Daniel S. Webb | |||
Title: | Chief Executive Officer and Chief Financial Officer |
Name | Position | Date | ||
/s/ Daniel S. Webb Daniel S. Webb | Chief Executive Officer and Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer & Principal Accounting Officer) | |||
/s/ Tony M. Pearce Tony M. Pearce | Executive Chairman & Director | |||
/s/ Terry V. Pearce Terry V. Pearce | Executive Vice-Chairman & Director | |||
/s/ Lynne M. Laube Lynne M. Laube | Director | |||
/s/ Tanner Ainge Tanner Ainge | Director | |||
/s/ Dave Crowder Dave Crowder | Director | |||
/s/ Davis Smith Davis Smith | Director |
F-2 | ||||
Financial Statements: | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 to F-19 |
ASSETS | ||||||||
Cash | $ | 503,204 | $ | 503,204 | ||||
Prepaid expenses | 400,073 | 400,073 | ||||||
Total current assets | 903,277 | 903,277 | ||||||
Marketable securities held in Trust Account | 232,320,844 | 232,320,844 | ||||||
Other assets | 302,847 | 302,847 | ||||||
Total Assets | $ | 233,526,968 | $ | 233,526,968 | ||||
LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS’ DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 2,810 | $ | 2,810 | ||||
Promissory note – related party | 208,461 | 208,461 | ||||||
Accrued expenses | 523,748 | 180,311 | ||||||
Total current liabilities | 735,019 | 391,582 | ||||||
Deferred underwriting fees payable | 8,050,000 | 8,050,000 | ||||||
Derivative warrant liabilities | 12,240,000 | 12,240,000 | ||||||
Deferred legal fees | 343,437 | 343,437 | ||||||
Total liabilities | 21,368,456 | 21,025,019 | ||||||
Commitments and Contingencies (Note 5) | 0 | |||||||
Commitments and Contingencies (Note 6 ) | 0 | |||||||
Temporary Equity | ||||||||
Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.10 per share | 232,300,000 | 232,300,000 | ||||||
Shareholders’ deficit | ||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaN issued or outstanding | 0 | — | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 0 shares issued or outstanding (excluding 23,000,000 shares subject to possible redemption) | — | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding | 575 | 575 | ||||||
Additional paid-in capital | 0 | — | ||||||
Accumulated deficit | (20,142,063 | ) | (19,798,626 | ) | ||||
Total shareholders’ deficit | (20,141,488 | ) | (19,798,051 | ) | ||||
Total Liabilities, Temporary Equity, and Shareholders’ Deficit | $ | 233,526,968 | $ | 233,526,968 | ||||
Formation and operating costs | $ | 622,683 | $ | 279,246 | ||||
Loss from operations | (622,683 | ) | (279,246 | ) | ||||
Other Income (Expense) | ||||||||
Change in fair value of derivative warrant liabilities | (1,978,800 | ) | (1,978,800 | ) | ||||
Gain on marketable securities, dividends and interest, held in Trust Account | 20,844 | 20,844 | ||||||
Transaction costs allocation to derivative warrant liabilities | (396,497 | ) | (396,497 | ) | ||||
Net loss | $ | (2,977,136 | ) | $ | (2,633,699 | ) | ||
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted | 5,158,940 | 5,158,940 | ||||||
Basic and diluted net loss per share, Class A subject to possible redemption | $ | (0.29 | ) | $ | (0.26 | ) | ||
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted | 5,116,722 | 5,116,722 | ||||||
Basic and diluted net loss per share, Class B non-redeemable ordinary shares | $ | (0.29 | ) | $ | (0.26 | ) | ||
Temporary Equity | Ordinary Shares | Additional | Total | |||||||||||||||||||||||||
Class A | Class B | Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance as of March 5, 2021 | 0 | $ | 0 | — | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of ordinary shares to Sponsor | — | — | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||||||||
Proceeds from the sale of Class A ordinary shares | 23,000,000 | 230,000,000 | — | — | — | — | — | |||||||||||||||||||||
Paid underwriters fees | — | (4,600,000 | ) | — | — | — | — | — | ||||||||||||||||||||
Deferred underwriting fees payable | — | (8,050,000 | ) | — | — | — | — | — | ||||||||||||||||||||
Liabilities associated to Public Warrants | — | (5,784,500 | ) | — | — | — | — | — | ||||||||||||||||||||
Excess fair value over consideration of the founder shares offered to the anchor investors | — | (8,306,250 | ) | — | — | — | 8,306,250 | 8,306,250 | ||||||||||||||||||||
Other offering costs | — | (878,152 | ) | — | — | — | — | — | ||||||||||||||||||||
Excess cash received over fair value of Private Placement Warrants | — | — | — | — | 4,423,300 | — | 4,423,300 | |||||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption value | — | 29,918,902 | — | — | (4,447,725 | ) | (25,471,177 | ) | (29,918,902 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (2,977,136 | ) | (2,977,136 | ) | |||||||||||||||||||
Balance as of December 31, 2021 | 23,000,000 | $ | 232,300,000 | 5,750,000 | $ | 575 | $ | 0 | $ | (20,142,063 | ) | $ | (20,141,488 | ) | ||||||||||||||
Temporary Equity | Ordinary Shares | Additional | Total | |||||||||||||||||||||||||
Class A | Class B | Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance as of March 5, 2021 | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of ordinary shares to Sponsor | — | — | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||||||||
Proceeds from the sale of Class A ordinary shares | 23,000,000 | 230,000,000 | — | — | — | — | — | |||||||||||||||||||||
Paid underwriters fees | — | (4,600,000 | ) | — | — | — | — | — | ||||||||||||||||||||
Deferred underwriting fees payable | — | (8,050,000 | ) | — | — | — | — | — | ||||||||||||||||||||
Liabilities associated to Public Warrants | — | (5,784,500 | ) | — | — | — | — | — | ||||||||||||||||||||
Excess fair value over consideration of the founder shares offered to the anchor investors | — | (8,306,250 | ) | — | — | — | 8,306,250 | 8,306,250 | ||||||||||||||||||||
Other offering costs | — | (878,152 | ) | — | — | — | — | — | ||||||||||||||||||||
Excess cash received over fair value of Private Placement Warrants | — | — | — | — | 4,423,300 | — | 4,423,300 | |||||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption value | — | 29,918,902 | — | — | (4,447,725 | ) | (25,471,177 | ) | (29,918,902 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (2,633,699 | ) | (2,633,699 | ) | |||||||||||||||||||
Balance as of December 31, 2021 | 23,000,000 | $ | 232,300,000 | 5,750,000 | $ | 575 | $ | — | $ | (19,798,626 | ) | $ | (19,798,051 | ) | ||||||||||||||
Cash Flows from Operating Activities | ||||||||
Net Loss | $ | (2,977,136 | ) | $ | (2,633,699 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Gain on marketable securities, dividends and interest, held in Trust Account | (20,844 | ) | (20,844 | ) | ||||
Transaction costs allocated to derivative warrant liability | 396,497 | 396,497 | ||||||
Formation costs funded by note payable through Sponsor | 22,347 | 22,347 | ||||||
Change in fair value of derivative liabilities | 1,978,800 | 1,978,800 | ||||||
Formation costs paid in exchange for issuance of ordinary shares | 20,421 | 20,421 | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid and other assets | (702,920 | ) | (702,920 | ) | ||||
Accounts payable | 2,810 | 2,810 | ||||||
Accrued offering and formation costs | 440,511 | |||||||
Accrued formation and offering costs | 97,074 | |||||||
Net cash provided by operating activities | (839,514 | ) | (839,514 | ) | ||||
Cash Flows from Investing Activities | ||||||||
Investment of cash into Trust Account | (232,300,000 | ) | (232,300,000 | ) | ||||
Net cash provided by investing activities | (232,300,000 | ) | (232,300,000 | ) | ||||
Cash Flows from Financing Activities | ||||||||
Proceeds from promissory note payable - related party | 65,000 | 65,000 | ||||||
Repayment of promissory note payable - related party | (5,000 | ) | (5,000 | ) | ||||
Proceeds from sale of Class A ordinary shares, gross | 230,000,000 | 230,000,000 | ||||||
Proceeds from sale of Private Placement Warrants | 8,900,000 | 8,900,000 | ||||||
Offering costs paid | (5,317,282 | ) | (5,317,282 | ) | ||||
Net cash provided by financing activities | 233,642,718 | 233,642,718 | ||||||
Net increase in cash | 503,204 | 503,204 | ||||||
Cash - beginning of period | 0 | — | ||||||
Cash - end of period | $ | 503,204 | $ | 503,204 | ||||
Supplemental disclosure of noncash financing activities: | ||||||||
Initial Class A shares subject to possible redemption | $ | 202,381,098 | $ | 202,381,098 | ||||
Immediate remeasurement of Class A shares to redemption value | $ | 29,918,902 | $ | 29,918,902 | ||||
Offering costs included in accrued expenses | $ | 83,237 | $ | 83,237 | ||||
Offering costs paid through promissory note - related party | $ | 126,114 | $ | 126,114 | ||||
Offering costs paid through prepaid legal expense funded by Sponsor | $ | 4,579 | $ | 4,579 | ||||
Offering costs on Founder Shares offered to Anchor Investors | $ | 8,306,250 | $ | 8,306,250 | ||||
Deferred legal fees | $ | 343,437 | $ | 343,437 | ||||
Deferred underwriting fees payable | $ | 8,050,000 | $ | 8,050,000 | ||||
Initial derivate warrant liability | $ | 10,261,200 | $ | 10,261,200 | ||||
As of December 31, 2021 | ||||||||||||
Balance Sheet | As Previously Reported | Adjustment | As Restated | |||||||||
Accrued expenses | $ | 523,748 | $ | (343,437 | ) | $ | 180,311 | |||||
Total current liabilities | 735,019 | (343,437 | ) | 391,582 | ||||||||
Total liabilities | $ | 21,368,456 | $ | (343,437 | ) | $ | 21,025,019 | |||||
Accumulated deficit | (20,142,063 | ) | 343,437 | (19,798,626 | ) | |||||||
Total shareholders’ deficit | $ | (20,141,488 | ) | $ | 343,437 | $ | (19,798,051 | ) | ||||
For the Period from March 5, 2021 (Inception) through December 31, 2021 | ||||||||||||
Condensed Statement of Operations | As Previously Reported | Adjustment | As Restated | |||||||||
Formation and operating costs | $ | 622,683 | $ | (343,437 | ) | $ | 279,246 | |||||
Loss from operations | (622,683 | ) | 343,437 | (279,246 | ) | |||||||
Net loss | $ | (2,977,136 | ) | $ | 343,437 | $ | (2,633,699 | ) | ||||
Basic and diluted net loss per share, Class A subject to possible redemption | (0.29 | ) | 0.03 | (0.26 | ) | |||||||
Basic and diluted net loss per share, Class B non-redeemable ordinary shares | (0.29 | ) | 0.03 | (0.26 | ) | |||||||
Condensed Statement of Changes in Temporary Equity and Shareholders’ Deficit | For the Period from March 5, 2021 (Inception) through December 31, 2021 | |||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Net loss | (2,977,136 | ) | 343,437 | (2,633,699 | ) | |||||||
Accumulated deficit | (20,142,063 | ) | 343,437 | (19,798,626 | ) | |||||||
Total shareholders’ deficit as of December 31, 2021 | $ | (20,141,488 | ) | $ | 343,437 | $ | (19,798,051 | ) | ||||
For the Period from March 5, 2021 (Inception) through December 31, 2021 | ||||||||||||
Condensed Statement of Cash Flows | As Previously Reported | Adjustment | As Restated | |||||||||
Cash Flows from Operating Activities | ||||||||||||
Net loss | $ | (2,977,136 | ) | $ | 343,437 | $ | (2,633,699 | ) | ||||
Changes in operating assets and liabilities: | ||||||||||||
Accrued formation and offering costs | 440,511 | (343,437 | ) | 97,074 | ||||||||
Net cash used in operating activities | $ | (839,514 | ) | $ | — | $ | (839,514 | ) | ||||
Gross proceeds | $ | 230,000,000 | ||
Less: | ||||
Class A ordinary shares issuance costs | (21,834,402 | ) | ||
Fair value of Public Warrants at issuance | (5,784,500 | ) | ||
Plus: | ||||
Remeasurement of carrying value to redemption value | 29,918,902 | |||
Class A ordinary shares subject to possible redemption | $ | 232,300,000 | ||
For the Period Ended | For the Period Ended | |||||||
December 31, 2021 | December 31, 2021 | |||||||
Redeemable Class A Ordinary Shares | ||||||||
Numerator: Loss allocable to Redeemable Class A Ordinary Shares | $ | (1,494,684 | ) | $ | (1,322,260 | ) | ||
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares | ||||||||
Basic and diluted weighted average shares outstanding, Redeemable Class A | 5,158,940 | 5,158,940 | ||||||
Basic and diluted loss per share, Redeemable Class A | $ | (0.29 | ) | $ | (0.26 | ) | ||
Non-Redeemable Class B Ordinary Shares | ||||||||
Numerator: Net loss allocable to non-redeemable Class B Ordinary Shares | ||||||||
Net loss allocable to non-redeemable Class B Ordinary Shares | $ | (1,482,452 | ) | $ | (1,311,439 | ) | ||
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | 5,116,722 | 5,116,722 | ||||||
Basic and diluted loss per share, Non-Redeemable Class B | $ | (0.29 | ) | $ | (0.26 | ) | ||
Description | Level | Fair Value | ||||||||
December 31, 2021 | Marketable securities | 1 | $ | 232,320,844 | ||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Derivative liabilities: | ||||||||||||||||||||||||||||||||
Public Warrants | $ | 6,900,000 | $ | 0 | $ | 0 | $ | 6,900,000 | $ | 6,900,000 | $ | — | $ | — | $ | 6,900,000 | ||||||||||||||||
Private Placement Warrants | 0 | 5,340,000 | 0 | 5,340,000 | — | 5,340,000 | — | 5,340,000 | ||||||||||||||||||||||||
Total liabilities | $ | 6,900,000 | $ | 5,340,000 | $ | 0 | $ | 12,240,000 | $ | 6,900,000 | $ | 5,340,000 | $ | — | $ | 12,240,000 | ||||||||||||||||
Public Warrant | Private Warrant | |||||||||||
Liability | Liability | Total | ||||||||||
Fair value at October 22, 2021 | $ | 5,030,000 | $ | 4,024,000 | $ | 9,054,200 | ||||||
Exercise of overallotment option | 754,500 | 452,700 | 1,207,200 | |||||||||
Fair value on November 15, 2021 | 5,784,500 | 4,476,700 | 10,261,200 | |||||||||
Change in fair value | (1,115,500 | ) | (863,300 | ) | (1,978,800 | ) | ||||||
Fair value as of December 31, 2021 | $ | 6,900,000 | $ | 5,340,000 | $ | 12,240,000 | ||||||