Cayman Islands | N/A | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A ordinary shares, par value $0.0001 per share | TCAC | The Nasdaq Stock Market LLC | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | TCACW | The Nasdaq Stock Market LLC | ||
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | TCACU | The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
Emerging growth company | ☒ |
Page | ||
Part I. Financial Information | ||
Item 1. Interim Financial Statements | ||
1 | ||
2 | ||
3 | ||
4 | ||
5 | ||
Part II. Other Information | ||
Item 1. | Interim Financial Statements. |
June 30, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 790,002 | $ | 185,752 | ||||
Prepaid expenses | 415,864 | 0 | ||||||
Total Current Assets | 1,205,866 | 185,752 | ||||||
Deferred offering costs | 0 | 417,083 | ||||||
Investments held in Trust Account | 200,018,363 | 0 | ||||||
TOTAL ASSETS | $ | 201,224,229 | $ | 602,835 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued expenses | $ | 104,672 | $ | 0 | ||||
Accrued offering costs | 108,000 | 332,899 | ||||||
Promissory note – related party | 0 | 250,000 | ||||||
Total Current Liabilities | 212,672 | 582,899 | ||||||
Warrant Liabilities | 18,400,000 | 0 | ||||||
Deferred underwriting fee payable | 7,000,000 | 0 | ||||||
Total Liabilities | 25,612,672 | 582,899 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption 17,061,155 and 0 shares at $10.00 per share at June 30, 2021 and December 31, 2020, respectively | 170,611,550 | 0 | ||||||
Shareholders’ Equity | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding | 0 | 0 | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,938,845 and 0 shares issued and outstanding (excluding 17,061,155 and 0 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively | 294 | 0 | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 and 5,031,250 (1) shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 500 | 503 | ||||||
Additional paid-in capital | 4,499,186 | 24,497 | ||||||
Retained Earnings (Accumulated deficit) | 500,027 | (5,064 | ) | |||||
Total Shareholders’ Equity | 5,000,007 | 19,936 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 201,224,229 | $ | 602,835 |
March 31, 2022 | December 31, 2021 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 416,588 | $ | 621,472 | ||||
Prepaid expenses | 249,694 | 259,939 | ||||||
Total Current Assets | 666,282 | 881,411 | ||||||
Deferred offering costs | 0 | 0 | ||||||
Investments held in Trust Account | 200,038,604 | 200,035,810 | ||||||
TOTAL ASSETS | $ | 200,704,886 | $ | 200,917,221 | ||||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued expenses | $ | 2,252,110 | $ | 1,555,405 | ||||
Accrued offering costs | 108,000 | 108,000 | ||||||
Total Current Liabilities | 2,360,110 | 1,663,405 | ||||||
Warrant Liabilities | 5,278,400 | 9,440,000 | ||||||
Deferred underwriting fee payable | 7,000,000 | 7,000,000 | ||||||
Total Liabilities | 14,638,510 | 18,103,405 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption 20,000,000 shares at $10.00 per share at March 31, 2022 and December 31, 2021 | 200,000,000 | 200,000,000 | ||||||
Shareholders’ Deficit | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding at March 31, 2022 and December 31, 2021 | 0 | 0 | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized, -0- shares issued and outstanding at March 31, 2022 and December 31, 2021 (excluding 20,000,000 Class A ordinary shares subject to possible redemption) | 0 | 0 | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 500 | 500 | ||||||
Additional paid-in capital | 0 | 0 | ||||||
Accumulated deficit | (13,934,124 | ) | (17,186,684 | ) | ||||
Total Shareholder’s Deficit | (13,933,624 | ) | (17,186,184 | ) | ||||
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | $ | 200,704,886 | $ | 200,917,221 |
Three Months Ended June 30, | Six Months Ended June 30, | For the Period from January 24, 2020 (Inception) Through June 30, | ||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Operating and formation costs | $ | 164,308 | $ | 0 | $ | 259,886 | $ | 0 | ||||||||
Loss from operations | (164,308 | ) | 0 | (259,886 | ) | 0 | ||||||||||
Other income: | ||||||||||||||||
Change in fair value of warrants | 2,720,000 | 0 | 1,600,000 | 0 | ||||||||||||
Transaction costs allocated to warrants | 0 | 0 | (853,386 | ) | 0 | |||||||||||
Interest earned on marketable securities held in Trust Account | 12,575 | 0 | 18,363 | 0 | ||||||||||||
Other income, net | 2,732,575 | 0 | 764,977 | 0 | ||||||||||||
Net income | $ | 2,568,267 | $ | 0 | $ | 505,091 | $ | 0 | ||||||||
Weighted average shares outstanding, Class A redeemable ordinary shares | 20,000,000 | 0 | 20,000,000 | 0 | ||||||||||||
Basic and diluted net income per share, Class A redeemable ordinary shares | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Weighted average shares outstanding, Class B non-redeemable ordinary shares | 5,000,000 | 0 | 4,834,254 | 0 | ||||||||||||
Basic and diluted net income per share, Class B non-redeemable ordinary shares | $ | 0.51 | $ | 0 | $ | 0.10 | $ | 0 |
For the Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Operating and formation costs | $ | 911,834 | $ | 95,578 | ||||
Loss from operations | (911,834 | ) | (95,578 | ) | ||||
Other income (expense): | ||||||||
Change in fair value of warrant liabilities | 4,161,600 | 1,280,000 | ||||||
Transaction costs allocated to warrant liabilities | 0 | (853,386 | ) | |||||
Compensation expense | 0 | (2,400,000 | ) | |||||
Interest earned on investments securities held in Trust Account | 2,794 | 5,788 | ||||||
Other income (expense), net | 4,164,394 | (1,967,598 | ) | |||||
Net income (loss) | $ | 3,252,560 | $ | (2,063,176 | ) | |||
Basic weighted average shares outstanding, Class A ordinary shares | 20,000,000 | 9,333,333 | ||||||
Basic net income (loss) per share, Class A ordinary shares | $ | 0.13 | $ | (0.15 | ) | |||
Basic weighted average shares outstanding, Class B ordinary shares | 5,000,000 | 4,666,667 | ||||||
Basic net income (loss) per share, Class B ordinary shares | $ | 0.13 | $ | (0.15 | ) |
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance — January 1, 2021 | 0 | $ | 0 | 5,031,250 | $ | 503 | $ | 24,497 | $ | (5,064 | ) | $ | 19,936 | |||||||||||||||
Sale of 20,000,000 Units, net of underwriting discounts, offering costs and fair value of the Public Warrants | 20,000,000 | 2,000 | — | 0 | 175,084,530 | 0 | 175,086,530 | |||||||||||||||||||||
Forfeiture of Founder Shares | 0 | 0 | (31,250) | (3 | ) | 3 | 0 | 0 | ||||||||||||||||||||
Class A ordinary shares subject to possible redemption | (16,804,328 | ) | (1,680 | ) | — | 0 | (168,041,600 | ) | 0 | (168,043,280 | ) | |||||||||||||||||
Net loss | — | 0 | — | 0 | 0 | (2,063,176 | ) | (2,063,176 | ) | |||||||||||||||||||
Balance – March 31, 2021 | 3,195,672 | $ | 320 | 5,000,000 | $ | 500 | $ | 7,067,430 | $ | (2,068,240 | ) | $ | 5,000,010 | |||||||||||||||
Class A ordinary shares subject to possible redemption | (256,827 | ) | (26 | ) | — | 0 | (2,568,244 | ) | 0 | (2,568,270 | ) | |||||||||||||||||
Net income | — | 0 | — | 0 | 0 | 2,568,267 | 2,568,267 | |||||||||||||||||||||
Balance – June 30, 2021 | 2,938,845 | $ | 294 | 5,000,000 | $ | 500 | $ | 4,499,186 | $ | 500,027 | $ | 5,000,007 |
Class B Ordinary Shares | ||||||||||||||||||||
Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||
Balance – December 31, 2021 | 5,000,000 | $ | 500 | $ | 0 | $ | (17,186,684 | ) | $ | (17,186,184 | ) | |||||||||
Net income | — | 0 | 0 | 3,252,560 | 3,252,560 | |||||||||||||||
Balance – March 31, 2022 | 5,000,000 | $ | 500 | $ | 0 | $ | (13,934,124 | ) | $ | (13,933,624 | ) |
Class B Ordinary Shares | Additional Paid | (Accumulated Deficit) / Retained | Total Shareholders’ | |||||||||||||||||
Shares | Amount | in Capital | Earnings | Equity | ||||||||||||||||
Balance – January 24, 2020 (inception) | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Issuance of Class B ordinary shares to Sponsor | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Net loss | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Balance – March 31, 2020 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Issuance of ordinary share | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Net loss | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Balance – June 30, 2020 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
Class B Ordinary Shares | ||||||||||||||||||||
Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Equity (Deficit) | ||||||||||||||||
Balance – December 31, 2020 | 5,031,250 | $ | 503 | $ | 24,497 | $ | (5,064 | ) | $ | 19,936 | ||||||||||
Forfeiture of Founder Shares | (31,250 | ) | (3 | ) | 0 | 3 | 0 | |||||||||||||
Accretion for Class A ordinary shares to redemption amount | — | — | (24,497 | ) | (24,888,973 | ) | (24,913,470 | ) | ||||||||||||
Net loss | — | 0 | 0 | (2,063,176 | ) | (2,063,176 | ) | |||||||||||||
Balance – March 31, 2021 | 5,000,000 | $ | 500 | $ | 0 | $ | (26,957,210 | ) | $ | (26,956,710 | ) |
Six Months Ended June 30, | For the Period from January 24, 2020 (Inception) Through June 30, | For the Three Months Ended March 31, | ||||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
Cash Flows from Operating Activities: | ||||||||||||||||
Net income | $ | 505,091 | $ | 0 | ||||||||||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||||||||||
Interest earned on marketable securities held in Trust Account | (18,363 | ) | 0 | |||||||||||||
Change in fair value of warrants | (1,600,000 | ) | 0 | |||||||||||||
Net income (loss) | $ | 3,252,560 | $ | (2,063,176 | ) | |||||||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||||||||||
Interest earned on investments securities held in Trust Account | (2,794 | ) | (5,788 | ) | ||||||||||||
Change in fair value of warrant liabilities | (4,161,600 | ) | (1,280,000 | ) | ||||||||||||
Transaction costs allocated to warrants | 853,386 | 0 | 0 | 853,386 | ||||||||||||
Compensation expense | 0 | 2,400,000 | ||||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Prepaid expenses and other current assets | (415,864 | ) | 0 | 10,245 | (495,423 | ) | ||||||||||
Accounts payable and accrued expenses | 104,672 | 0 | 696,705 | 43,964 | ||||||||||||
Net cash used in operating activities | (571,078 | ) | 0 | (204,884 | ) | (547,037 | ) | |||||||||
Cash Flows from Investing Activities: | ||||||||||||||||
Investment of cash in Trust Account | (200,000,000 | ) | 0 | 0 | (200,000,000 | ) | ||||||||||
Net cash used in investing activities | (200,000,000 | ) | 0 | 0 | (200,000,000 | ) | ||||||||||
Cash Flows from Financing Activities: | ||||||||||||||||
Proceeds from sale of Units, net of underwriting discounts paid | 196,000,000 | 0 | 0 | 196,000,000 | ||||||||||||
Proceeds from sale of Private Placements Warrants | 6,000,000 | 0 | 0 | 6,000,000 | ||||||||||||
Proceeds from promissory note – related party | 0 | 0 | ||||||||||||||
Repayment of promissory note – related party | (250,000 | ) | 0 | 0 | (250,000 | ) | ||||||||||
Payment of offering costs | (574,672 | ) | 0 | 0 | (574,672 | ) | ||||||||||
Net cash provided by financing activities | 201,175,328 | 0 | 0 | 201,175,328 | ||||||||||||
Net Change in Cash | 604,250 | 0 | (204,884 | ) | 628,291 | |||||||||||
Cash – Beginning of period | 185,752 | 0 | 621,472 | 185,752 | ||||||||||||
Cash – End of period | $ | 790,002 | $ | 0 | $ | 416,588 | $ | 814,043 | ||||||||
Non-Cash investing and financing activities: | ||||||||||||||||
Offering costs included in accrued offering costs | $ | 108,000 | $ | 0 | $ | 108,000 | $ | 108,000 | ||||||||
Initial classification of Class A ordinary shares subject to possible redemption | $ | 166,853,030 | $ | 0 | ||||||||||||
Change in value of Class A ordinary shares subject to possible redemption | $ | 3,758,520 | $ | 0 | ||||||||||||
Deferred underwriting fee payable | $ | 7,000,000 | $ | 0 | $ | 0 | $ | 7,000,000 |
TUATARA CAPITAL ACQUISITION CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
TUATARA CAPITAL ACQUISITION CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
TUATARA CAPITAL ACQUISITION CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
TUATARA CAPITAL ACQUISITION CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
Gross proceeds | $ | 200,000,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (14,000,000 | ) | ||
Class A ordinary shares issuance costs | (10,913,470 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 24,913,470 | |||
Class A ordinary shares subject to possible redemption | $ | 200,000,000 |
TUATARA CAPITAL ACQUISITION CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
Three Months Ended June 30, | Six Months Ended | For the Period from January 24, 2020 (Inception) Through June 30, | ||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Class A Ordinary Shares | ||||||||||||||||
Numerator: Earnings allocable to Class A Ordinary Shares | ||||||||||||||||
Interest Income | $ | 12,575 | $ | 0 | $ | 18,363 | $ | 0 | ||||||||
Net Earnings Loss | $ | (12,575 | ) | $ | 0 | $ | (18,363 | ) | $ | 0 | ||||||
Denominator: Weighted Average Class A Ordinary Shares | ||||||||||||||||
Class A Ordinary Shares, Basic and Diluted | 20,000,000 | 0 | 20,000,000 | 0 | ||||||||||||
Earnings/Basic and Diluted Class A Ordinary Shares | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Class B Ordinary Shares | ||||||||||||||||
Numerator: Net Income minus Net Earnings | ||||||||||||||||
Net Income | $ | 2,568,267 | $ | 0 | $ | 505,091 | $ | 0 | ||||||||
Net Earnings | (12,575 | ) | 0 | (18,363 | ) | 0 | ||||||||||
Net Income | $ | 2,555,692 | $ | 0 | $ | 486,728 | $ | 0 | ||||||||
Denominator: Weighted Average Class B Ordinary Shares | ||||||||||||||||
Class B Ordinary Shares, Basic and Diluted | 5,000,000 | 0 | 4,834,254 | 0 | ||||||||||||
Income/Basic and Diluted Class B Ordinary Shares | $ | 0.51 | $ | 0 | $ | 0.10 | $ | 0 |
For the Three Months Ended March 31, | ||||||||||||||||
2022 | 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic net income (loss) per ordinary share | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income (loss), as adjusted | $ | 2,602,048 | $ | 650,512 | $ | (1,375,451 | ) | $ | (687,725 | ) | ||||||
Denominator: | ||||||||||||||||
Basic weighted average shares outstanding | 20,000,000 | 5,000,000 | 9,333,333 | 4,666,667 | ||||||||||||
Basic net income (loss) per ordinary share | $ | 0.13 | $ | 0.13 | $ | (0.15 | ) | $ | (0.15 | ) |
TUATARA CAPITAL ACQUISITION CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
TUATARA CAPITAL ACQUISITION CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
TUATARA CAPITAL ACQUISITION CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
(a) | Upon the closing of any Financing (which is contemplated to fund and close concurrently with the closing of the Business Combination), the Company shall pay to CF&CO a non-refundable cash fee equal to 4% of the aggregate maximum gross proceeds received or receivable in connection with such Financing, including, without limitation, aggregate amounts committed by investors to purchase securities, whether or not all securities are issued on the closing date of the Equity Financing. |
(b) | In no event shall the aggregate amount of the fees payable to CF&CO pursuant to this section 3 be less than $1,500,000. |
(c) | The fees payable pursuant to this section 3 shall be in addition to any other fees that the Company may be required to pay directly to any prospective investor to secure its financing commitment. |
(d) | For the avoidance of doubt, if the structure of a Financing contemplates multiple issuances, financing availability that is contingent upon the occurrence of some future event or any other delayed consideration structure, such Financing shall be considered a single Financing, and not multiple Financings, and all fees payable pursuant to this section 3 for such Financing shall be payable in full on the closing date of such Financing. |
(e) | All fees payable hereunder will be payable in U.S. dollars in immediately available funds to CF&CO for its own account, or as directed by it, free and clear of and without deduction for any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes) and will not be subject to reduction by way of setoff or counterclaim. Once paid, no fee will be refundable under any circumstances. |
TUATARA CAPITAL ACQUISITION CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
• | in whole but not in part; |
• | to each warrant holder; and |
• | if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “ Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Redeemable Warrants—Anti-dilution Adjustments”). |
• | in whole but not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “ fair market value” of the Class A ordinary shares; |
• | if, and only if, the Reference Value (as defined in the above adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Redeemable Warrants—Anti-dilution Adjustments”); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Redeemable Warrants—Anti-dilution Adjustments”) the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
TUATARA CAPITAL ACQUISITION CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
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. |
| Held-To-Maturity | Amortized Cost | Gross Holding Gain | Fair Value | |||||||||
June 30, 2021 | U.S. Treasury Securities (Mature on 09/23/21) | $ | 200,017,831 | $ | (9,169 | ) | $ | 200,008,662 |
Description | Level | June 30, 2021 | ||||||
Assets: | ||||||||
U.S. Treasury Securities (Mature on 09/23/21) | 1 | $ | 200,008,662 | |||||
Liabilities: | ||||||||
Warrant Liability – Public Warrants | 1 | $ | 11,500,000 | |||||
Warrant Liability – Private Placement Warrants | 2 | $ | 6,900,000 |
Description | Level | March 31, 2022 | December 31, 2021 | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | 1 | $ | 200,038,604 | $ | 200,035,810 | |||||||
Liabilities: | ||||||||||||
Warrant Liability – Public Warrants | 1 | $ | 3,299,000 | $ | 5,900,000 | |||||||
Warrant Liability – Private Placement Warrants | 2 | $ | 1,979,400 | $ | 3,540,000 |
TUATARA CAPITAL ACQUISITION CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
At February 17, 2021 (Initial Measurement) | ||||
Stock price | $ | 10.00 | ||
Strike price | $ | 11.50 | ||
Term (in years) | 5.0 | |||
Volatility | 25.0 | % | ||
Risk-free rate | 0.85 | % | ||
Dividend yield | 0.0 | % |
| Private Placement | Public | Warrant Liabilities | |||||||||
Fair value as of January 1, 2021 | $ | 0 | $ | 0 | $ | 0 | ||||||
Initial measurement on February 17, 2021 | 8,400,000 | 14,000,000 | 22,400,000 | |||||||||
Change in fair value | (1,500,000 | ) | (2,500,000 | ) | (4,000,000 | ) | ||||||
Fair value as of June 30, 2021 | $ | 6,900,000 | $ | 11,500,000 | $ | 18,400,000 | ||||||
Transfers to Level 1 | $ | 0 | $ | 11,500,000 | $ | 11,500,000 | ||||||
Transfers to Level 2 | $ | 6,900,000 | $ | 0 | $ | 6,900,000 |
| Private Placement | Public | Warrant Liabilities | |||||||||
Fair value as of January 1, 2021 | $ | 0 | $ | 0 | $ | 0 | ||||||
Initial measurement on February 17, 2021 | 8,400,000 | 14,000,000 | 22,400,000 | |||||||||
Change in fair value | (480,000 | ) | (800,000 | ) | (1,280,000 | ) | ||||||
Fair value as of March 31, 2021 | $ | 7,920,000 | $ | 13,200,000 | $ | 21,120,000 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
(a) | Upon the closing of any Financing (which is contemplated to fund and close concurrently with the closing of the Business Combination), the Company shall pay to CF&CO a non-refundable cash fee equal to 4% of the aggregate maximum gross proceeds received or receivable in connection with such Financing, including, without limitation, aggregate amounts committed by investors to purchase securities, whether or not all securities are issued on the closing date of the Equity Financing. |
(b) | In no event shall the aggregate amount of the fees payable to CF&CO pursuant to this section 3 be less than $1,500,000. |
(c) | The fees payable pursuant to this section 3 shall be in addition to any other fees that the Company may be required to pay directly to any prospective investor to secure its financing commitment. |
(d) | For the avoidance of doubt, if the structure of a Financing contemplates multiple issuances, financing availability that is contingent upon the occurrence of some future event or any other delayed consideration structure, such Financing shall be considered a single Financing, and not multiple Financings, and all fees payable pursuant to this section 3 for such Financing shall be payable in full on the closing date of such Financing. |
(e) | All fees payable hereunder will be payable in U.S. dollars in immediately available funds to CF&CO for its own account, or as directed by it, free and clear of and without deduction for any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes) and will not be subject to reduction by way of setoff or counterclaim. Once paid, no fee will be refundable under any circumstances. |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 4. | Controls and Procedures |
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Mine Safety Disclosures |
Item 5. | Other Information |
Item 6. | Exhibits |
No. | Description of Exhibit | |
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
TUATARA CAPITAL ACQUISITION CORPORATION | ||
Date: | By: | /s/ Albert Foreman |
Name: | Albert Foreman | |
Title: | Chief Executive Officer | |
(Principal Executive Officer) | ||
Date: | By: | /s/ Sergey Sherman |
Name: | Sergey Sherman | |
Title: | Chief Financial Officer | |
(Principal Financial and Accounting Officer) |