☒ | 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 |
The New York Stock Exchange
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Avanti Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing
The restatement results fromits cash position and cash held in the Company’s prior accounting for its outstanding warrants issuedtrust account established in connection with its initial public offeringthe IPO (the “Trust Account”).
Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” promulgated by the SEC on April 12, 2021, the Company’s management further evaluated the warrantsinternal control over financial reporting and the Forward Purchase Agreement under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s warrantsdisclosure controls and the Forward Purchase Agreement doprocedures were not meet the criteriaeffective. The Company’s remediation plan with respect to such material weakness will be classifieddescribed in shareholders’ equity.
As a result, the Company should have classified the warrants and the Forward Purchase Agreement as liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants and the Forward Purchase Agreement at the end of each reporting period and recognize changesmore detail in the fair value from the prior period in the Company’s operating results for the current period.
The Company’s prior accounting for the warrants and the Forward Purchase Agreement as components of equity instead of as liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.
For the reasons discussed above, the Company isQ3 Form 10-Q/A.
Part II, Item 7.7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
However, for the convenience of the reader, this Amendment sets forth the Original Filing in its entirety, as amended to reflect the restatement.
In connection with the restatement, the Company’s management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods were not effective with respect to the classification of the Company’s warrants and the Forward Purchase Agreement as components of equity instead of as liabilities, as well as the related determination of the fair value of warrant and Forward Purchase Agreement liabilities, additional paid-in capital and accumulated deficit, and related financial disclosures, and that the foregoing arose as a result of a material weakness in the Company’s internal control over financial reporting. For more information, see Item 9A included in this Amendment.
The Company has not amended its previously filed Current Report on Form 8-K for the period affected by the restatement. The financial information that has been previously filed or otherwise reported for this period is superseded by the information in this Amendment, and the financial statement and related financial information contained in such previously filed report should no longer be relied upon.
The restatement is more fully described in Note 2 of the notes to the financial statements included herein.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1 to 32.2) to this Amendment under Item 15 of Part IV hereof.
CERTAIN TERMS
Unless otherwise stated in this Annual Report on Form 10-K/A (this “Report”), references to:
“amended and restated memorandum and articlesTable of association” is to the amended and restated memorandum and articles of association of the Company, adopted and filed on October 1, 2020;
“Companies Act” is to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time;
“forward purchase agreement” is to an agreement entered into with our Sponsor on October 6, 2020 providing for the sale of up to $100,000,000 of forward purchase securities, with each forward purchase security consisting of one Class A ordinary share and one-half of one Public Warrant to purchase one Class A ordinary share at $11.50 per share, for a purchase price of $10.00 per forward purchase security, in a private placement to occur concurrently with the closing of the our initial business combination;
“forward purchase securities” is to the forward purchase shares and forward purchase warrants;
“forward purchase shares” is to Class A ordinary shares to be issued pursuant to the forward purchase agreement;
“forward purchase warrants” is to warrants to purchase Class A ordinary shares to be issued pursuant to the forward purchase agreement;
“founder shares” is to our Class B ordinary shares initially issued to our Sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);
“management” or our “management team” are to our executive officers and directors;
“ordinary shares” is to our Class A ordinary shares and our Class B ordinary shares;
“private placement warrants” is to the warrants issued to our Sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any;
“public shares” is to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or purchased thereafter in the open market);
“public shareholders” is to the holders of our public shares, including our Sponsor and management team to the extent our Sponsor and/or members of our management team purchase public shares, provided that our Sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;
“Sponsor” is to Avanti Acquisition SCSp, a Luxembourg special limited partnership; and
“we,” “us,” “our,” “Company” or “our Company” is to Avanti Acquisition Corp., a Cayman Islands exempted company.
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(a)
(c)
This Management’s Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement and revision of our financial statements as of December 31, 2020 and for the period from July 24, 2020 (inception) through December 31, 2020. We are restating our historical financial resultsprocedures for such period to reclassify our Warrants and Forward Purchase Agreement (“FPA”) as derivative liabilities pursuant to ASC 815-40 rather than as a component of equity as we had previously treated the Warrants and FPA. The impact of the restatement is reflected in the Management’s Discussion and Analysis of Financial Condition and Results of Operations below. Other than as disclosed in the Explanatory Note andperiods were not effective with respect to our internal controls around the impactproper accounting and classification of the restatement, no othercomplex financial instruments. For more information, see Item 9A included in this Item 7 has been amended and this Item 7 does not reflect any events occurring after the Original Filing. Amendment No. 2.
Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.
respective period. We did not consider the effect of the warrants issued in connection with the initial public offering and the private placement in the calculation of diluted income (loss) per ordinary share because their exercise is contingent upon future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share. Accretion associated with the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.
On July 8, 2021, we
Name | Age | Position | ||
Nassef Sawiris | 59 | Chairman and Chief Executive Officer | ||
Johann Dumas | 41 | Chief Financial Officer | ||
Colin Hall | 49 | Director | ||
Brent Hoberman | 51 | Director | ||
Sophie Krishnan | 44 | Director | ||
Roberto Mignone | 49 | Director |
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72
Individual | Entity | Entity’s Business | Affiliation | |||
Nassef Sawiris | OCI N.V.(1) | Nitrogen fertilizer and chemicals producer | Executive Chairman | |||
adidas AG | European sportswear company | Member of the Supervisory Board | ||||
NNS S.à r.l.-SPF(1) | Parent company of the NNS Group | Executive Chairman | ||||
NNS Advisers Limited | Investment advisory company to the NNS Group and NNS UK Group | Chief Executive Officer / Chairman | ||||
Aston Villa Football Club | Professional British football club | Executive Chairman | ||||
NNS UK Investment S.à r.l.-SPF | Parent company of the NNS UK Group | Executive Chairman | ||||
OS Holding | Private investment company | Director | ||||
NNS City | Private investment company | Director | ||||
Colin Hall | Groupe Bruxelles Lambert | Holding investment company | Head of Investments | |||
Sienna Capital | Holding investment company | Director / Vice Chairman | ||||
Imerys | Production and processing of industrial minerals | Director | ||||
GEA Group AG | Suppliers for food processing technology and of related industries | Director | ||||
LafargeHolcim Ltd | Global leader in building materials and solutions | Director | ||||
Ergon Capital Partners | Holding investment company | Director | ||||
Ergon Capital Partners II | Holding investment company | Director | ||||
Ergon Capital Partners III | Holding investment company | Director | ||||
Marnix French ParentCo | Customer management and business process outsourcing | Director | ||||
Globality Inc. | Smart sourcing platform for business services | Director | ||||
Johann Dumas | Sienna Capital Participations S.à r.l. | Holding investment company | Director | |||
Sienna Capital Coinvest Master S.à r.l. | Holding investment company | Director | ||||
Sienna Capital Opportunity GP S.à r.l. | Holding investment company | Director | ||||
SC Opportunity Master S.à r.l. | Holding investment company | Director | ||||
Sienna Capital Management S.A | Holding and investment management | Director | ||||
Brent Hoberman | Founders Factory | Multi-sector accelerator and incubator | Co-Founder and Executive Chairman | |||
Firstminute Capital | Seed fund | Co-Founder and Executive Chairman | ||||
Founders Forum | Private network for digital and technology entrepreneurs | Co-Founder and Executive Chairman | ||||
Karakuri | Food and technology industry | Executive Chairman | ||||
Made.com | Homeware and furniture online retailer | Non-executive Director | ||||
Grip.events | Event networking solution | Co-Founder and Chairman | ||||
Sophie Krishnan | WorldRemid Ltd. | Online money transfer service | Chief Operations Officer / Director | |||
WorldRemit Belgium | Online money transfer service | Director | ||||
Focalis Limited | Consulting firm | Director | ||||
Roberto Mignone | Teva Pharmaceuticals | Pharmaceutical company | Director | |||
Bridger Management LLC(1) | Investment fund | Founder and Managing Partner |
(1) Includes certain of its funds, other affiliates and portfolio companies. |
Class B ordinary shares | Class A ordinary shares | |||||||||||||||||||||||
Name of Beneficial Owners(1) | Number of Shares Beneficially Owned(2) | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Voting Control | |||||||||||||||||||
Avanti Acquisition SCSp (our Sponsor)(3) | 14,925,000 | (4 | ) | 99.6 | % | — | — | 19.9 | % | |||||||||||||||
Nassef Sawiris | — | (5 | ) | — | — | — | — | |||||||||||||||||
Colin Hall | — | (5 | ) | — | — | — | — | |||||||||||||||||
Johann Dumas | — | (5 | ) | — | — | — | — | |||||||||||||||||
Brent Hoberman | 25,000 | * | — | — | * | |||||||||||||||||||
Sophie Krishnan | 25,000 | * | — | — | * | |||||||||||||||||||
Robert Mignone | 25,000 | * | 100,000 | (6) | * | * | ||||||||||||||||||
All officers and directors as a group (six individuals) | 75,000 | * | — | — | * | |||||||||||||||||||
Luxor Capital Partners, LP (7)(10) | — | — | 2,953 | * | * | |||||||||||||||||||
Luxor Capital Partners Offshore Master Fund, LP(8)(10) | — | — | 1,911 | * | * | |||||||||||||||||||
Lugard Road Capital Master Fund, LP(9)(10) | — | — | 354,403 | * | * | |||||||||||||||||||
Falcon Edge Capital, LP(11) | — | — | 7,170,000 | 11.9 | % | 9.6 | % | |||||||||||||||||
Citadel Advisors LLC(12) | — | — | 2,810,271 | 4.7 | % | 3.7 | % | |||||||||||||||||
Baupost Group, L.L.C.(13) | — | — | 4,000,000 | 6.7 | % | 5.3 | % | |||||||||||||||||
Vellar Opportunities Fund Master, Ltd.(14) | — | — | 100,000 | * | * |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands. |
(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 or earlier at the option of the holders thereof as described in the section entitled “Description of Securities.” Excludes Class A ordinary shares issuable pursuant to the forward purchase agreement, as such shares will only be issued concurrently with the closing of our initial business combination. |
(3) | Represents 14,925,000 shares of Class B ordinary shares, $0.0001 par value per share, of the Issuer (the “Class B ordinary shares”) directly held by Avanti Acquisition SCSp. The Class B ordinary shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer (the “Class A ordinary shares”) at the time of the issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one 333-248838 and333-249241), filed in connection with the Issuer’s initial public offering.. |
(4) | Excludes up to 2,250,000 founder shares that were surrendered to us for no consideration by our Sponsor upon the expiry of the underwriters’ over-allotment option on November 20, 2020. |
(5) | Does not include any shares indirectly owned by this individual as a result of his membership interest in our Sponsor. |
(6) | Represents Class A Ordinary Shares held of record by Swiftcurrent Partners, L.P. and Swiftcurrent Offshore Master, Ltd. (the “Funds”). Bridger Management, LLC is the investment adviser to the Funds and Mr. Robert Mignone is the manager of Bridger Management, LLC. |
(7) | Luxor Capital Partners, LP (the “Onshore Fund”) beneficially owns 2,953 Class A Ordinary Shares. |
(8) | Luxor Capital Partners Offshore Master Fund, LP (the “Offshore Master Fund”) beneficially owns 1,911 Class A Ordinary Shares. Luxor Capital Partners Offshore, Ltd. (the “Offshore Feeder Fund”) as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the Class A Ordinary Shares beneficially owned by the Offshore Master Fund. |
(9) | Lugard Road Capital Master Fund, LP (the “Lugard Master Fund”) beneficially owns 354,403 Class A Ordinary Shares. |
(10) | LCG Holdings LLC (“LCG Holdings”), as the general partner of the Onshore Fund, the Offshore Master Fund and Luxor Wavefront, LP (the “Wavefront Fund”) may be deemed to have beneficially owned the 4,864 Class A Ordinary Shares beneficially owned by the Onshore Fund, the Offshore Master Fund and the Wavefront Fund; Lugard Road Capital GP, LLC (“Lugard GP”), as the general partner of the Lugard Master Fund, may be deemed to have beneficially owned the 354,403 Class A Ordinary Shares beneficially owned by the Lugard Master Fund; Mr. Jonathan Green, as a managing member of Lugard GP, may be deemed to have beneficially owned the 354,403 Class A Ordinary Shares beneficially owned by Lugard GP; Luxor Capital Group, LP (“Luxor Capital Group”), as the investment manager of the Onshore Fund, the Offshore Feeder Fund, the Offshore Master Fund, the Lugard Master Fund and the Wavefront Fund (collectively, the “Funds”), may be deemed to have beneficially owned the 359,267 Class A Ordinary Shares beneficially owned by the Funds; Luxor Management, LLC (“Luxor Management”), as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 359,267 Class A Ordinary Shares beneficially owned by Luxor Capital Group; and Mr. Christian Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 359,267 Class A Ordinary Shares beneficially owned by Luxor Management. The principal business address of each of the Onshore Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, Lugard GP, LCG Holdings, Mr. Green and Mr. Leone is 1114 Avenue of the Americas, th Floor, New York, New York 10036. The principal business address of each of the Offshore Master Fund, the Offshore Feeder Fund and the Lugard Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman,KY1-1104, Cayman Islands. |
(11) | Represents 7,170,000 Class A Ordinary Shares held by (i) Falcon Edge Capital, LP a Delaware limited partnership, and the investment manager of certain affiliated funds (the “Falcon Edge Funds”) held by the Falcon Edge Funds; and (ii) Mr. Richard Gerson who serves as the Chairman and Chief Investment Officer of the Investment Manager, with respect to the Class A Ordinary Shares held by the Falcon Edge Funds. The address of their business office is 660 Madison Avenue, th Floor, New York, New York 10065. |
(12) | Citadel Advisors LLC (“Citadel Advisors”) is the portfolio manager for Citadel Equity Fund Ltd., a Cayman Islands company (“CEFL”), and Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”). Citadel Advisors Holdings LP (“CAH”) is the sole member of Citadel Advisors. Citadel GP LLC (“CGP”) is the general partner of CAH. CALC IV LP (“CALC4”) is the non-member manager of Citadel Securities LLC (“Citadel Securities”). Citadel Securities GP LLC (“CSGP”) is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. Each of Citadel Advisors, CAH and CGP beneficially owns 2,617,232 Class A Ordinary Shares. Citadel Securities beneficially owns 193,039 Class A Ordinary Shares. Each of CALC4 and CSGP beneficially own 193,039 Class A Ordinary Shares. Mr. Griffin beneficially owns 2,810,271 Class A Ordinary Shares. The address of each of their principal business office is 131 S. Dearborn Street, nd Floor, Chicago, Illinois 60603. |
(13) | Each of Baupost Group, L.L.C. (“Baupost”), Baupost Group GP, L.L.C. (“BG GP”) and Seth A. Klarman beneficially own 4,000,000 Class A Ordinary Shares. Securities reported on Schedule 13G as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships. BG GP, as the Manager of Baupost, and Seth A. Klarman, as the Managing Member of BG GP and a controlling person of Baupost. The address of each of their principal business office is 10 St. James Avenue, Suite 1700 Boston, Massachusetts 02116. |
(14) | Represents 100,000 Class A Ordinary Shares held by (i) Vellar Opportunities Fund Master, Ltd.; (ii) Cohen & Company Financial Management, LLC; (iii) Dekania Investors, LLC; (iv) Cohen & Company LLC; (iv) Cohen & Company Inc.; and (v) Daniel G. Cohen. Mr. Cohen may be considered a control person for Cohen & Company Financial Management, LLC and Cohen & Company Inc. The address of the principal business office of Vellar Opportunities Fund Offshore, Ltd. is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands. The address of the principal business office of the other reporting entities / persons is 3 Columbus Circle, Suite 2400, New York, New York 10019, United States. |
(a) | The following documents are filed as part of this Form 10-K/A: |
(1) | Financial Statements: |
(2) | Exhibits |
101.INS | XBRL Instance Document* | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document* | |
101.SCH | XBRL Taxonomy Extension Schema Document* | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document* | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document* | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document* | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* |
* | Filed herewith |
** | Furnished herewith |
(1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 06, 2020 |
July 12,
AVANTI ACQUISITION CORP. |
/s/ Nassef Sawiris |
Name: Nassef Sawiris |
Title: Chairman and Chief Executive Officer |
Name | Position | Date | ||
/s/ Nassef Sawiris | Chairman and Chief Executive Officer | |||
Nassef Sawiris | (Principal Executive Officer) | |||
/s/ Johann Dumas | Chief Financial Officer | |||
Johann Dumas | ( Principal Financial and Accounting Officer | |||
/s/ Colin Hall | Director | |||
Colin Hall | ||||
/s/ Brent Hoberman | Director | |||
Brent Hoberman | ||||
/s/ Sophie Krishnan | Director | |||
Sophie Krishnan | ||||
/s/ Roberto Mignone | Director | |||
Roberto Mignone |
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 to F-15 |
purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ WithumSmith+Brown, PC |
We have served as the Company’s auditor since 2020. |
New York, New York |
July 8, 2021, except for the effects of the restatement disclosed in Note 2, as to which the date is December 21, 2021 |
ASSETS | ||||
Current assets | ||||
Cash | $ | 1,194,821 | ||
Prepaid expenses | 20,949 | |||
|
| |||
Total Current Assets | 1,215,770 | |||
Marketable securities held in Trust Account | 600,008,617 | |||
|
| |||
TOTAL ASSETS | $ | 601,224,387 | ||
|
| |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
Current liabilities | ||||
Accounts payable and accrued expenses | $ | 2,250 | ||
Accrued offering costs | 3,193 | |||
|
| |||
Total Current Liabilities | 5,443 | |||
FPA liability | 8,483,278 | |||
Warrant liabilities | 66,440,000 | |||
Deferred underwriting fee payable | 21,000,000 | |||
|
| |||
Total Liabilities | 95,928,721 | |||
|
| |||
Commitments and Contingencies | ||||
Class A ordinary shares subject to possible redemption, 50,029,566 shares at $10.00 per share | 500,295,660 | |||
Shareholders’ Equity | ||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | — | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 9,970,434 shares issued and outstanding (excluding 50,029,566 shares subject to possible redemption) | 997 | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 15,000,000 shares issued and outstanding | 1,500 | |||
Additional paid-in capital | 30,753,192 | |||
Accumulated deficit | (25,755,683 | ) | ||
|
| |||
Total Shareholders’ Equity | 5,000,006 | |||
|
| |||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 601,224,387 | ||
|
|
RESTATED – see Note 2)
ASSETS | ||||
Current assets | ||||
Cash | $ | 1,194,821 | ||
Prepaid expenses | 20,949 | |||
Total Current Assets | 1,215,770 | |||
Marketable securities held in Trust Account | 600,008,617 | |||
TOTAL ASSETS | $ | 601,224,387 | ||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||
Current liabilities | ||||
Accounts payable and accrued expenses | $ | 2,250 | ||
Accrued offering costs | 3,193 | |||
Total Current Liabilities | 5,443 | |||
FPA liability | 8,483,278 | |||
Warrant liabilities | 66,440,000 | |||
Deferred underwriting fee payable | 21,000,000 | |||
Total Liabilities | 95,928,721 | |||
Commitments and Contingencies | 0 | |||
Class A ordinary shares subject to possible redemption, 60,000,000 shares at $10.00 per share | 600,000,000 | |||
Shareholders’ Deficit | ||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding | 0— | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; NaN issued and outstanding (excluding 60,000,000 shares subject to possible redemption) | 0— | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 15,000,000 shares issued and outstanding | 1,500 | |||
Additional paid-in capital | 0— | |||
Accumulated deficit | (94,705,834 | ) | ||
Total Shareholders’ Deficit | (94,704,334 | ) | ||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | 601,224,387 | ||
Formation and operating costs | $ | 225,770 | ||
|
| |||
Loss from operations | (225,770 | ) | ||
Other income (expense): | ||||
Change in fair value of warrant liabilities | (11,440,000 | ) | ||
Loss on initial issuance of private warrants | (3,500,000 | ) | ||
Transaction costs allocable to warrants | (2,115,252 | ) | ||
Change in fair value of FPA liability | (8,483,278 | ) | ||
Interest earned on marketable securities held in Trust Account | 8,617 | |||
|
| |||
Other expense, net | (25,529,913 | ) | ||
|
| |||
Net Loss | $ | (25,755,683 | ) | |
|
| |||
Weighted average shares outstanding of Class A redeemable ordinary shares | 60,000,000 | |||
|
| |||
Basic and diluted net income per share, Class A | $ | 0.00 | ||
|
| |||
Weighted average shares outstanding of Class B non-redeemable ordinary shares | 15,000,000 | |||
|
| |||
Basic and diluted net loss per share, Class B | $ | (1.72 | ) | |
|
|
RESTATED – see Note 2)
Formation and operating costs | $ | 225,770 | ||
Loss from operations | (225,770 | ) | ||
Other income (expense): | ||||
Change in fair value of warrant liabilities | (11,440,000 | ) | ||
Loss on initial issuance of private warrants | (3,500,000 | ) | ||
Transaction costs allocable to warrants | (2,115,252 | ) | ||
Change in fair value of FPA liability | (8,483,278 | ) | ||
Interest earned on marketable securities held in Trust Account | 8,617 | |||
Other expense, net | (25,529,913 | ) | ||
Net Loss | $ | (25,755,683 | ) | |
Weighted average shares outstanding of Class A ordinary shares | 32,452,830 | |||
Basic and diluted net loss per share, Class A | $ | (0.54 | ) | |
Weighted average shares outstanding of Class B ordinary shares | 15,000,000 | |||
Basic and diluted net loss per share, Class B | $ | (0.54 | ) | |
DEFICIT
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance — July 24, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 17,250,000 | 1,725 | 23,275 | — | 25,000 | |||||||||||||||||||||
Sale of 60,000,000 Units, net of underwriting discounts, offering costs and warrant liability | 60,000,000 | 6,000 | — | — | 531,020,349 | — | 531,026,349 | |||||||||||||||||||||
Forfeiture of Founder Shares | — | — | (2,250,000 | ) | (225 | ) | 225 | — | — | |||||||||||||||||||
Class A Ordinary shares subject to possible redemption | (50,029,566 | ) | (5,003 | ) | — | — | (500,290,657 | ) | — | (500,295,660 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (25,755,683 | ) | (25,755,683 | ) | |||||||||||||||||||
|
|
|
|
|
|
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|
|
|
|
|
| |||||||||||||||
Balance — December 31, 2020 | 9,970,434 | $ | 997 | 15,000,000 | $ | 1,500 | $ | 30,753,192 | $ | (25,755,683 | ) | $ | 5,000,006 | |||||||||||||||
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RESTATED – see Note 2)
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance — July 24, 2020 (inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 17,250,000 | 1,725 | 23,275 | — | 25,000 | |||||||||||||||||||||
Forfeiture of Founder Shares | — | — | (2,250,000 | ) | (225 | ) | 225 | — | — | |||||||||||||||||||
Accretion of Class A ordinary share subject to possible redemption amount | — | — | — | — | (23,500 | ) | (68,950,151 | ) | (68,973,651 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (25,755,683 | ) | (25,755,683 | ) | |||||||||||||||||||
Balance — December 31, 2020 | 0 | 0 | 15,000,000 | $ | 1,500 | 0 | $ | (94,705,834 | ) | (94,704,334 | ) | |||||||||||||||||
Cash Flows from Operating Activities: | ||||
Net loss | $ | (25,755,683 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of warrant liabilities | 11,440,000 | |||
Loss on initial issuance of private warrants | 3,500,000 | |||
Transaction costs allocable to warrants | 2,115,252 | |||
Change in fair value of FPA liability | 8,483,278 | |||
Interest earned on marketable securities held in Trust Account | (8,617 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 5,851 | |||
Accounts payable and accrued expenses | 2,250 | |||
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| |||
Net cash used in operating activities | (217,669 | ) | ||
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Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (600,000,000 | ) | ||
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| |||
Net cash used in investing activities | (600,000,000 | ) | ||
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| |||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 588,000,000 | |||
Proceeds from sale of Private Placement Warrants | 14,000,000 | |||
Advances from related party | 4,757,468 | |||
Repayment of advances from related party | (4,757,468 | ) | ||
Proceeds from promissory note - related party | 142,532 | |||
Repayment of promissory note - related party | (300,000 | ) | ||
Payments of offering costs | (430,042 | ) | ||
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| |||
Net cash provided by financing activities | 601,412,490 | |||
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Net Change in Cash | 1,194,821 | |||
Cash – Beginning | — | |||
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Cash – Ending | $ | 1,194,821 | ||
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Non-Cash Investing and Financing Activities: | ||||
Initial classification of Class A ordinary shares subject to possible redemption | $ | 520,278,790 | ||
Change in value of Class A ordinary shares subject to possible redemption | $ | (19,983,130 | ) | |
Deferred underwriting fee payable | $ | 21,000,000 | ||
Offering costs included in accrued offering costs | $ | 3,193 | ||
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | $ | 25,000 | ||
Offering costs through promissory note – related party | $ | 130,668 | ||
Payment of prepaid expenses through promissory note – related party | $ | 26,800 |
RESTATED – See Note 2)
Cash Flows from Operating Activities: | ||||
Net loss | $ | (25,755,683 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of warrant liabilities | 11,440,000 | |||
Loss on initial issuance of private warrants | 3,500,000 | |||
Transaction costs allocable to warrants | 2,115,252 | |||
Change in fair value of FPA liability | 8,483,278 | |||
Interest earned on marketable securities held in Trust Account | (8,617 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 5,851 | |||
Accounts payable and accrued expenses | 2,250 | |||
Net cash used in operating activities | (217,669 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (600,000,000 | ) | ||
Net cash used in investing activities | (600,000,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 588,000,000 | |||
Proceeds from sale of Private Placement Warrants | 14,000,000 | |||
Advances from related party | 4,757,468 | |||
Repayment of advances from related party | (4,757,468 | ) | ||
Proceeds from promissory note - related party | 142,532 | |||
Repayment of promissory note - related party | (300,000 | ) | ||
Payments of offering costs | (430,042 | ) | ||
Net cash provided by financing activities | 601,412,490 | |||
Net Change in Cash | 1,194,821 | |||
Cash – Beginning | — | |||
Cash – Ending | $ | 1,194,821 | ||
Non-Cash Investing and Financing Activities: | ||||
Deferred underwriting fee payable | $ | 21,000,000 | ||
Offering costs included in accrued offering costs | $ | 3,193 | ||
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | $ | 25,000 | ||
Offering costs through promissory note – related party | $ | 130,668 | ||
Payment of prepaid expenses through promissory note – related party | $ | 26,800 |
Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated byfiled with the SEC on AprilJuly 12, 2021, which discussesas well as the accounting treatment for certain warrants as liabilities, the Company’s management further evaluated the Warrants and the Forward Purchase Agreement (“FPA”) under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity and concluded that they do not meet the criteria to be classified in shareholders’ equity.
As a result, the Company should have classified the Warrants and FPA as liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants and FPA at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating resultsForm 10-Qs for the current period.
The Company’s accounting for the Warrantsquarterly periods ended March 31, 2021 and FPA as components of equity instead of as liabilities did not have any effect onJune 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously reported operating expenses, cash flows or cash.
issued audited and unaudited financial statements covering the periods through December 31, 2020. The table below summarizesquarterly periods ended March 31, 2021 and June 30, 2021 will be restated in an amendment to the effectsCompany’s Form 10-Q for the quarterly period ended September 30, 2021. See Note 3 and 7, which have been updated to reflect the restatement contained in this Annual Report.
As of October 6, 2020 | As Reported As Previously Restated in 10-K/A Amendment No. 1 | Adjustment | As Restated | |||||||||
Class A ordinary share subject to possible redemption | $ | 520,278,790 | $ | 79,721,210 | $ | 600,000,000 | ||||||
Class A ordinary share | $ | 797 | $ | (797 | ) | $ | — | |||||
Additional paid-in capital | $ | 10,770,037 | $ | (10,770,037 | ) | $ | — | |||||
Accumulated deficit | $ | (5,772,552 | ) | $ | (68,950,376 | ) | $ | (74,722,928 | ) | |||
Total shareholders’ equity (deficit) | $ | 5,000,007 | $ | (79,721,210 | ) | $ | (74,721,203 | ) | ||||
Number of shares subject to redemption | 52,027,879 | 7,972,121 | 60,000,000 |
As of December 31, 2020 | As Reported As Previously Restated in 10-K/A Amendment No. 1 | Adjustment | As Restated | |||||||||
Class A ordinary share subject to possible redemption | $ | 500,295,600 | $ | 99,704,340 | $ | 600,000,000 | ||||||
Class A ordinary share | $ | 997 | $ | (997 | ) | $ | — | |||||
Additional paid-in capital | $ | 30,753,192 | $ | (30,753,192 | ) | $ | — | |||||
Accumulated deficit | $ | (25,755,683 | ) | $ | (68,950,151 | ) | $ | (94,705,834 | ) | |||
Total shareholders’ equity (deficit) | $ | 5,000,006 | $ | (99,704,340 | ) | $ | (94,704,334 | ) | ||||
Number of shares subject to redemption | 50,029,566 | 9,970,434 | 60,000,000 |
As Previously Reported | Adjustments | As Restated | ||||||||||
Balance sheet as of October 6, 2020 | ||||||||||||
Warrant Liability | $ | — | $ | 55,000,000 | $ | 55,000,000 | ||||||
FPA Liability | — | 149,170 | 149,170 | |||||||||
Total liabilities | 22,559,052 | 50,149,170 | 77,708,222 | |||||||||
Class A Ordinary Shares Subject to Possible Redemption | 575,427,960 | (55,149,170 | ) | 520,278,790 | ||||||||
Class A Ordinary Shares | 246 | 551 | 797 | |||||||||
Additional Paid-in Capital | 5,006,166 | 5,763,871 | 10,770,037 | |||||||||
Accumulated Deficit | (8,130 | ) | (5,764,422 | ) | (5,772,552 | ) | ||||||
Balance sheet as of December 31, 2020 | ||||||||||||
Warrant Liability | $ | — | $ | 66,440,000 | $ | 66,440,000 | ||||||
FPA Liability | — | 8,483,278 | 8,483,278 | |||||||||
Total liabilities | 21,005,443 | 74,923,278 | 95,928,721 | |||||||||
Class A Ordinary Shares Subject to Possible Redemption | 575,218,940 | (74,923,280 | ) | 500,295,660 | ||||||||
Class A Ordinary Shares | 248 | 749 | 997 | |||||||||
Additional Paid-in Capital | 5,215,409 | 25,537,783 | 30,753,192 | |||||||||
Accumulated Deficit | (217,153 | ) | (25,538,530 | ) | (25,755,683 | ) | ||||||
Statement of Operations for the Period from July 24, 2020 (inception) to December 31, 2020 | ||||||||||||
Change in fair value of Warrant liabilities | $ | — | $ | (14,940,000 | ) | $ | (14,940,000 | ) | ||||
Change in fair value of FPA liability | — | (8,483,278 | ) | (8,483,278 | ) | |||||||
Transaction costs allocable to warrants | — | (2,115,252 | ) | (2,115,252 | ) | |||||||
Net loss | (217,153 | ) | (25,538,530 | ) | (25,755,683 | ) | ||||||
Weighted average shares outstanding of Class A redeemable ordinary shares | 60,000,000 | — | 60,000,000 | |||||||||
Basic and diluted net income per share, Class A | 0.00 | — | 0.00 | |||||||||
Weighted average shares outstanding of Class B non-redeemable ordinary shares | 15,000,000 | — | 15,000,000 | |||||||||
Basic and diluted net loss per share, Class B | (0.02 | ) | (1.70 | ) | (1.72 | ) | ||||||
Cash Flow Statement for the Period from July 24, 2020 (inception) to December 31, 2020 | ||||||||||||
Net loss | $ | (217,153 | ) | $ | (25,538,530 | ) | $ | (25,755,683 | ) | |||
Change in fair value of Warrant liabilities | — | 14,940,000 | 14,940,000 | |||||||||
Change in fair value of FPA liability | — | 8,483,278 | 8,483,278 | |||||||||
Transaction costs allocable to warrants | — | 2,115,252 | 2,115,252 | |||||||||
Initial classification of Class A Ordinary shares subject to possible redemption | 575,427,960 | 55,149,170 | 520,278,790 | |||||||||
Change in value of Class A Ordinary shares subject to possible redemption | (209,020 | ) | (19,774,110 | ) | (19,983,130 | ) |
As Reported As Previously Restated in 10-K/A Amendment No. 1 | Adjustment | As Restated | ||||||||||
Supplemental Disclosure of Noncash Financing Activities: | ||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | $ | 520,278,790 | $ | (520,278,790 | ) | $ | — | |||||
Change in value of Class A ordinary shares subject to possible redemption | $ | (19,983,130 | ) | $ | 19,983,130 | $ | — |
Earnings Per Share | ||||||||||||
As Reported As Previously Restated in 10-K/A Amendment No. 1 | Adjustment | As Restated | ||||||||||
For the period From July 24, 2020 (Inception) Through December 31, 2020 | ||||||||||||
Basic and diluted weight average shares outstanding, ordinary shares subject to possible redemption | 60,000,000 | (60,000,000 | ) | — | ||||||||
Basic and diluted net income per share, ordinary shares subject to possible redemption | $ | — | $ | — | $ | — | ||||||
Basic and diluted weight average shares outstanding, Non-redeemable ordinary shares | 15,000,000 | (15,000,000 | ) | — | ||||||||
Basic and diluted net income per share, ordinary shares subject to possible redemption | $ | (1.72 | ) | $ | 1.72 | $ | — | |||||
Weighted average shares outstanding - Class A ordinary share | — | 32,452,830 | 32,452,830 | |||||||||
Basic and diluted l oss per share - Class A ordinary share | $ | — | $ | (0.54 | ) | $ | (0.54 | ) | ||||
Weighted average shares outstanding - Class B ordinary share | — | 15,000,000 | 15,000,000 | |||||||||
Basic and diluted loss per share -Class B ordinary share | $ | — | $ | (0.54 | ) | $ | (0.54 | ) |
Gross proceeds | $ | 600,000,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | $ | (37,500,000 | ) | |
Class A ordinary shares issuance costs | (31,473,651 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | $ | 68,973,651 | ||
Class A ordinary shares subject to possible redemption | $ | 600,000,000 | ||
The Company’s statementis contingent upon the occurrence of operations includesfuture events. As a presentation of income (loss)result, diluted net loss per ordinary shares is the same as basic net loss per ordinary share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.
period presented.
For the Period from July 24, 2020 (inception) Through December 31, 2020 | ||||
Redeemable Class A Ordinary Shares | ||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | ||||
Interest Income | $ | 8,617 | ||
Redeemable Net Earnings | $ | 8,617 | ||
Denominator: Weighted Average Redeemable Class A Ordinary Shares | ||||
Redeemable Class A Ordinary Shares, Basic and Diluted | 60,000,000 | |||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ | 0.00 | ||
Non-Redeemable Class B Ordinary Shares | ||||
Numerator: Net Loss minus Redeemable Net Earnings | ||||
Net Loss | $ | (25,755,683 | ) | |
Redeemable Net Earnings | $ | (8,617 | ) | |
Non-Redeemable Net Loss | $ | (25,764,300 | ) | |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | ||||
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | 15,000,000 | |||
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ | (1.72 | ) |
share:
For The Period From July 24, 2020 (inception) through December 31,2020 | ||||||||
Class A | Class B | |||||||
Basic and diluted net loss per ordinary share: | ||||||||
Numerator: | ||||||||
Allocation of net loss | $ | (17,614,225 | ) | $ | (8,141,458 | ) | ||
Denominator: | ||||||||
Basic and diluted weighted average ordinary shares outstanding | 32,452,830 | 15,000,000 | ||||||
Basic and diluted net loss per ordinary share | $ | (0.54 | ) | $ | (0.54 | ) | ||
Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s shareholders.
Class
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Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description | Level | December 31, 2020 | ||||||
Assets: | ||||||||
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | 1 | $ | 600,008,617 | |||||
Liabilities: | ||||||||
Warrant Liability – Public Warrants | 1 | 45,300,000 | ||||||
Warrant Liability – Private Placement Warrants | 2 | 21,140,000 | ||||||
FPA Liability | 3 | 8,483,278 |
October 6, 2020 (Initial Measurement) | ||||
Unit price | $ | 10.00 | ||
Term (in years) | 5.0 | |||
Volatility | 23.0 | % | ||
Risk-free rate | 0.49 | % | ||
Dividend yield | 0.0 | % |
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of July 24, 2020 (inception) | $ | — | $ | — | $ | — | ||||||
Initial measurement on October 6, 2020 | 17,500,000 | 37,500,000 | 55,000,000 | |||||||||
Change in fair value | 3,640,000 | 7,800,000 | 11,440,000 | |||||||||
Transfer to Level 1 | — | (45,300,000 | ) | (45,300,000 | ) | |||||||
Transfer to Level 2 | (21,140,000 | ) | — | (21,140,000 | ) | |||||||
Change in fair value | — | — | — | |||||||||
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Fair value as of December 31, 2020 | $ | — | $ | — | $ | — | ||||||
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Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of July 24, 2020 (inception) | $ | 0— | $ | 0— | $ | 0— | ||||||
Initial measurement on October 6, 2020 | 17,500,000 | 37,500,000 | 55,000,000 | |||||||||
Change in fair value | 3,640,000 | 7,800,000 | 11,440,000 | |||||||||
Transfer to Level 1 | — | (45,300,000 | ) | (45,300,000 | ) | |||||||
Transfer to Level 2 | (21,140,000 | ) | — | (21,140,000 | ) | |||||||
Change in fair value | — | — | — | |||||||||
Fair value as of December 31, 2020 | $ | 0— | $ | 0— | $ | 0— | ||||||
December 31, 2020 | October 6, 2020 (Initial Measurement) | |||||||
Risk-free interest rate | 0.10 | % | 0.14 | % | ||||
Time to expiration, in Years | 0.83 | 1.07 | ||||||
Unit price | $ | 10.84 | $ | 10.00 | ||||
Forward Price | $ | 10.00 | $ | 10.00 |
FPA Liability | ||||
Fair value as of July 24, 2020 (inception) | $ | — | ||
Initial measurement on October 6, 2020 | 149,170 | |||
Change in fair value | 8,334,108 | |||
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Fair value as of December 31, 2020 | $ | 8,483,278 | ||
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FPA Liability | ||||
Fair value as of July 24, 2020 (inception) | $ | 0— | ||
Initial measurement on October 6, 2020 | 149,170 | |||
Change in fair value | 8,334,108 | |||
Fair value as of December 31, 2020 | $ | 8,483,278 | ||