UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM
10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

2021

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
to

H.I.G. ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands
 
001-39639
 
98-1556204

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S.IRS Employer

Identification Number)

No.)

1450 Brickell Avenue, 31st31st Floor

Miami, FL

 
33131
(Address of principal executive offices)Of Principal Executive Offices)
 
(Zip Code)

(305)
379-2322

(

Registrant’s telephone number, including area code)

code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange
on which registered

Units, each consisting of one Class A Ordinary Share,ordinary
HIGA.U
New York Stock Exchange
share, $0.0001 par value, and
one-third
of one redeemable warrant
 HIGA.U New York Stock Exchange
Class A Ordinary Sharesordinary shares included as part of the units
 
HIGA
 
New York Stock Exchange
Redeemable warrants included as part of the units each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
 
HIGA WS
 
New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.

Large accelerated filer ☐  Accelerated filer ☐
Non-accelerated
filer		 ☒  Smaller reporting company ☒
   Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☒    No  ☐

As of December 4, 2020,November 5, 2021 36,394,500 Class A ordinary shares, par value $0.0001 per share, and 9,343,7509,098,625 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

outstanding, respectively.

H.I.G. ACQUISITION CORP.

Quarterly Report on

Form
10-Q

For the nine months ended September 30, 2021, and period ended December 31, 2020
Table of Contents

     Page No. 

PART I. FINANCIAL INFORMATION

  

Item 1.

 Financial Statements   1 
 Unaudited Condensed Balance SheetSheets as of September 30, 2021 (Unaudited) and December 31, 2020   1 
Unaudited Condensed StatementStatements of Operations for the period from Three and Nine Months Ended September 30, 2021, and the period from September 2, 2020 (inception)(Inception) through September 30, 20202020.
   2 
Unaudited Condensed StatementStatements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2021, and the period from September 2, 2020 (inception)(Inception) through September 30, 20202020.
   3 
Unaudited Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021, and the period from September 2, 2020 (inception)(Inception) through September 30, 20202020.
   4 
 Notes to Unaudited Condensed Financial Statements   5 

Item 2.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations   1516 

Item 3.

 Quantitative and Qualitative Disclosures About Market Risk   1720 

Item 4.

 Controls and Procedures   1720 

PART II. OTHER INFORMATION

  

Item 1.

 Legal Proceedings   1820 

Item 1A.

 Risk Factors   1820 

Item 2.

 Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities   1821 

Item 3.

 Defaults Upon Senior Securities   1921 

Item 4.

 Mine Safety Disclosures   1921 

Item 5.

 Other Information   1921 

Item 6.

 Exhibits   1921 

SIGNATURES

   2122 

PART I -I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Item 1.
Financial Statements
H.I.G. ACQUISITION CORP.

UNAUDITED

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2020

Assets

  

Current assets:

  

Prepaid expenses

  $4,967 
  

 

 

 

Total current assets

   4,967 

Deferred offering costs associated with initial public offering

   495,755 
  

 

 

 

Total assets

  $500,722 
  

 

 

 

Liabilities and Shareholders’ Equity

  

Current liabilities:

  

Accounts payable

  $30,255 

Accrued expenses

   259,000 

Note payable - related party

   206,500 
  

 

 

 

Total current liabilities

   495,755 

Commitments and Contingencies

  

Shareholders’ Equity

  

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

   —   

Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; none issued and outstanding

   —   

Class B ordinary shares, $0.0001 par value; 40,000,000 shares authorized; 9,343,750 shares issued and outstanding (1)(2)

   934 

Additional paid-in capital

   24,066 

Accumulated deficit

   (20,033) 
  

 

 

 

Total shareholders’ equity

   4,967 
  

 

 

 

Total Liabilities and Shareholders’ Equity

  $500,722 
  

 

 

 

(1)

This number includes up to 1,218,750 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On December 1, 2020, the underwriters partially exercised the over-allotment option to purchase an additional of 3,894,500 Units; thus, only 245,125 shares of Class B ordinary shares remain subject to forfeiture.

(2)

Shares and the associated amounts have been retroactively restated to reflect the surrender of 3,593,750 founder shares to the company for no consideration on October 15, 2020; resulting in a decrease in the total number of Class B ordinary shares outstanding to 9,343,750 shares (see Note 4).

SHEETS

   
September 30, 2021
  
December 31, 2020
 
   
(Unaudited)
  
(Audited)
 
ASSETS
         
Current Assets:
         
Cash
  $4,386  $30,103 
Prepaid expenses
   609,967   1,096,949 
   
 
 
  
 
 
 
Total current assets
   614,353   1,127,052 
Investments held in Trust Account
   363,978,513   363,951,287 
   
 
 
  
 
 
 
Total assets
  
$
364,592,866
 
 
$
365,078,339
 
   
 
 
  
 
 
 
LIABILITIES AND SHAREHOLDERS’ DEFICIT
         
Current liabilities:
         
Accounts payable
  $1,615,714  $58,206 
Accrued expenses
   289,009   98,579 
Due to related party
   21,683   0   
   
 
 
  
 
 
 
Total current liabilities
   1,926,406   156,785 
Deferred underwriting commissions
   12,738,075   12,738,075 
Derivative warrant liabilities
   12,573,087   23,995,840 
   
 
 
  
 
 
 
Total liabilities
   27,237,568   36,890,700 
   
 
 
  
 
 
 
Commitments and Contingencies (Note 6)
   0    0 
Class A ordinary shares subject to possible redemption, 36,394,500 shares at redemption value of $10 per share
   363,945,000   363,945,000 
Shareholders’ Deficit
         
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding
   0—     0—   
Class A ordinary shares, $0.0001 par value; 950,000,000 shares authorized; NaN issued or outstanding (excluding 36,394,500 shares subject to possible redemption)
   0     0   
Class B ordinary shares, $0.0001 par value; 95,000,000 shares authorized; 9,098,625 shares issued and outstanding
   910   910 
Additional
paid-in
capital
   0     0   
Accumulated deficit
   (26,590,612)   (35,758,271) 
   
 
 
  
 
 
 
Total shareholders’ deficit
   (26,589,702)   (35,757,361) 
   
 
 
  
 
 
 
Total Liabilities and Shareholders’ Deficit
  
$
364,592,866
 
 
$
365,078,339
 
   
 
 
  
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

1
H.I.G. ACQUISITION CORP.

UNAUDITED

CONDENSED STATEMENTSTATEMENTS OF OPERATIONS

FOR THE PERIOD FROM SEPTEMBER 2, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

General and administrative expenses

  $20,033 
  

 

 

 

Net loss

  $(20,033) 
  

 

 

 

Weighted average shares outstanding, basic and diluted (1)(2)

   9,098,625 
  

 

 

 

Basic and diluted net loss per share

  $(0.00) 
  

 

 

 

(1)

This number excludes an aggregate of up to 245,125 Class B ordinary shares subject to forfeiture if the over- allotment option is not exercised in full or in part by the underwriters.

(2)

Shares and the associated amounts have been retroactively restated to reflect the surrender of 3,593,750 founder shares to the company for no consideration on October 15, 2020; resulting in a decrease in the total number of Class B ordinary shares outstanding to 9,343,750 shares (see Note 4).

(Unaudited)
   
Three Months Ended

September 30, 2021
  
Nine Months Ended
September 30, 2021
  
For The Period

From September

2, 2020 (inception)

through

September 30,

2020
 
General and administrative expenses
  $356,234  $2,192,319  $20,033 
Administrative expenses - related party
   30,000   90,000   0   
   
 
 
  
 
 
  
 
 
 
Loss from operations
   (386,234)   (2,282,319)   (20,033) 
Interest income from investments held in Trust Account
   9,176   27,225   0   
Change in fair value of derivative warrant liabilities
   8,308,783   11,422,753   0   
   
 
 
  
 
 
  
 
 
 
Net Income (Loss)
  
$
7,931,725
 
 
$
9,167,659
 
 
$
(20,033
) 
   
 
 
  
 
 
  
 
 
 
Weighted average shares outstanding of Class A redeemable ordinary shares
  
 
36,394,500
 
 
 
36,394,500
 
 
 
0  
 
   
 
 
  
 
 
  
 
 
 
Basic and diluted net income (loss) per share, Class A
  
$
0.17
 
 
$
0.20
 
 
$
0.00
 
   
 
 
  
 
 
  
 
 
 
Weighted average shares outstanding of Class B
non-redeemable
ordinary shares
  
 
9,098,625
 
 
 
9,098,625
 
 
 
9,098,625
 
   
 
 
  
 
 
  
 
 
 
Basic and diluted net income per share, Class B ordinary shares
  
$
0.17
 
 
$
0.20
 
 
$
0.00
 
   
 
 
  
 
 
  
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

2
H.I.G. ACQUISITION CORP.

UNAUDITED

CONDENSED STATEMENTSTATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021
   
Ordinary Shares
            
   
Class B
            
   
Shares
   
Amount
   
Additional Paid-
In Capital
   
Accumulated
Deficit
  
Total

Shareholders’

Deficit
 
Balance - January 1, 2021
  
 
9,098,625
 
  
$
910
 
  
$
0
 
  
$
(35,758,271
) 
 
$
(35,757,361
) 
Net income
   —      —      0—    3,455,249   3,455,249 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance - March 31, 2021 (unaudited)
  
 
9,098,625
 
  
$
910
 
  
$
0
 
  
$
(32,303,022
) 
 
$
(32,302,112
) 
Net loss
   —      —      0—    (2,219,315)   (2,219,315) 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance - June 30, 2021 (unaudited)
  
 
9,098,625
 
  
$
910
 
  
$
0
 
  
$
(34,522,337
) 
 
$
(34,521,427
) 
Net income
   —      —      0—    7,931,725   7,931,725 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance - September 30, 2021 (unaudited)
  
 
9,098,625
 
  
$
910
 
  
$
0
 
  
$
(26,590,612
) 
 
$
(26,589,702
) 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
H.I.G. ACQUISITION CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE PERIOD FROM SEPTEMBER 2,3, 2020 (INCEPTION) THROUGH
SEPTEMBER 30, 2020

   Ordinary Shares            
   Class A   Class B   Additional Paid-in
Capital		   Accumulated
Deficit		  Total
Shareholders’
Equity		 
   Shares   Amount   Shares (1)(2)   Amount 

Balance - September 2, 2020 (inception)

   —     $—      —     $—     $—     $—    $—   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Issuance of Class B ordinary shares to Sponsor

   —      —      9,343,750    934    24,066    —     25,000 

Net loss

   —      —      —      —      —      (20,033)   (20,033) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Balance - September 30, 2020 (unaudited)

   —     $—      9,343,750   $934   $24,066   $(20,033)  $4,967 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

(1)

This number includes up to 1,218,750 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On December 1, 2020, the underwriters partially exercised the over-allotment option to purchase an additional of 3,894,500 Units; thus, only 245,125 shares of Class B ordinary shares remain subject to forfeiture.

(2)

Shares and the associated amounts have been retroactively restated to reflect the surrender of 3,593,750 founder shares to the company for no consideration on October 15, 2020; resulting in a decrease in the total number of Class B ordinary shares outstanding to 9,343,750 shares (see Note 4).

   
Ordinary Shares
                
   
Class B
                
   
Shares
   
Amount
   
Additional Paid-
   
Accumulated
  
Shareholders’
 
   
In Capital
   
Deficit
  
Equity
 
Balance as of September 3, 2020 (inception)
  
 
0  
 
  
$
0  
 
  
$
0  
 
  
$
0  
 
 
$
0  
 
Issuance of ordinary shares to Sponsor
   9,098,625    910    —      —     910 
Net loss
   —      —      0—    (20,033)   (20,033) 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance as of September 30, 2020 (unaudited)
  
 
9,098,625
 
  
$
910
 
  
$
0  
 
  
$
(20,033
) 
 
$
(19,123
) 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

3
H.I.G. ACQUISITION CORP.

UNAUDITED

CONDENSED STATEMENTSTATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM SEPTEMBER 2, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

Cash Flows from Operating Activities:

  

Net loss

  $(20,033) 

Changes in operating assets and liabilities:

  

Prepaid expenses

   20,033 
  

 

 

 

Net cash used in operating activities

   —   
  

 

 

 

Net change in cash

   —   

Cash - beginning of the period

   —   
  

 

 

 

Cash - end of the period

  $—   
  

 

 

 

Supplemental disclosure of noncash investing and financing activities:

  

Deferred offering costs included in accounts payable

  $    30,255 

Deferred offering costs included in accrued expenses

  $    259,000 

Deferred offering costs included in note payable - related party

  $    206,500 

Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares

  $    25,000 

(UNAUDITED)
   
Nine Months
Ended
September 30,
2021
  
For The Period From
September 2, 2020
(inception) through
September 30, 2020
 
Cash Flows from Operating Activities:
         
Net income (loss)
  $9,167,659  $(20,033) 
Adjustments to reconcile net income (loss) to net cash used in operating activities:
         
Change in fair value of derivative warrant liabilities
   (11,422,753)   —   
Interest income from investments held in Trust Account
   (27,225)   —   
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
   —     20,033 
Changes in operating assets and liabilities:
         
Prepaid expenses
   486,981   —   
Accounts payable
   1,557,508   —   
Accrued expenses
   190,430   —   
   
 
 
  
 
 
 
Net cash used in operating activities
   (47,400)   0   
   
 
 
  
 
 
 
Cash Flows from Financing Activities:
         
Advances from related party
   21,683   —   
   
 
 
  
 
 
 
Net cash provided by financing activities
   21,683   —   
   
 
 
  
 
 
 
Net decrease in cash
   (25,717)   —   
Cash - beginning of period
   30,103   —   
   
 
 
  
 
 
 
Cash - end of period
  $4,386  $—   
   
 
 
  
 
 
 
Supplemental disclosure of noncash investing and financing activities:
         
Deferred offering costs included in accounts payable
  $—    $30,255 
   
 
 
  
 
 
 
Deferred offering costs included in accrued expenses
  $—    $259,000 
   
 
 
  
 
 
 
Deferred offering costs paid through promissory note - related party
  $—    $206,500 
   
 
 
  
 
 
 
Deferred offering costs paid through the issuance of ordinary shares to Sponsor
  $—    $25,000 
   
 
 
  
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

4
H.I.G. ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)
Note 1—1 — Description of Organization, Business Operations and Basis of Presentation

Organization and General
H.I.G. Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on September 2, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

As of September 30, 2020,2021, the Company had not commenced any operations. All activity for the period from September 2, 2020 (inception) through September 30, 20202021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is H.I.G. Acquisition Advisors, LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on October 20, 2020. On October 23, 2020, theThe Company consummated the Initial Public Offering of 32,500,000 units (the “Units” and, with respect to the) on October 23, 2020. Each Unit consisted of one Class A ordinary shares included inshare and
one-third
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The Units the “Public Shares”),were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $325.0 million, and incurring offering costs of approximately $18.6 million, inclusive of approximately $11.4 millionmillion. The Company granted the underwriters in deferred underwriting commissions (Note 5). The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering (the “Underwriters”) a
45-day
option to purchase up to 4,875,000 additional Units to cover over-allotments, if any, at $10.00 per Unit.any. On November 25, 2020, the underwritersUnderwriters partially exercised the overallotmentover-allotment option and on December 1, 2020, purchased an additional 3,894,500 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $38.9 million, and incurringincurred additional offering costs of approximately $2.1 million in underwriting fees (inclusive of approximately $1.4 million in deferred underwriting fees) (the “Over-Allotment”
“Over-Allotment”).

Simultaneously with the closing of the Initial Public Offering on October 23, 2020, the Company consummatedcompleted the first closing of the private placement (“Private(the “Private Placement”) ofand sold an aggregate 5,666,667 warrants (each, a “Private Placement Warrant”Warrant, and collectively,together, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant generating gross proceeds to the CompanySponsor, generating proceeds of $8.5 million (Note 4).million. Simultaneously with the closing of the Over-allotmentOver-Allotment on December 1, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 519,267 Private Placement Warrants by the Sponsor,sponsor, generating gross proceeds to the Company of approximately $0.8 million.

Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement,Placements, approximately $363.9 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, and certain of the proceeds ofOver-Allotment and the Private PlacementPlacements were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule
2a-7 promulgated
under the Investment Company Act, which invest only in direct U.S. government treasury obligations,as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the Over-AllotmentOver- Allotment and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, (the “Investment Company Act”).

The Company will provide the holders (the “Public Shareholders”) of its Class A ordinary shares (the “Public Shareholders”), par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public
Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The
per-share
amount to be

H.I.G. ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares have been classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against or vote at all for the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and each member of the Company’s management team have agreed to vote their Founder Shares (as defined below in Note 4)5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

5
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Notwithstanding the foregoing, if the Company seeks shareholder approval of the initial Business Combination and the Company does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, executive officers, directordirectors and any director nominees, willif applicable, agree not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 23, 2022 (the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or
pre-initial
Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and each member of the Company’s management team has agreed to waive their rights to liquidating distributions with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account

H.I.G. ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combinationBusiness Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern Consideration
As of September 30, 2021, the Company had $4,386 in its operating bank accounts and working capital deficit of $1,312,053. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.
If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these condensed financial statements were issued. These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
6
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Through September 30, 2021, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares (as defined in Note 5), the loan under the Note of approximately $237,000 (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on October 23, 2020. In addition, in order to finance transaction costs in connection with an initial Business Combination, the Company’s officers, directors and initial shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans.
Basis of Presentation

presentation

The accompanying unaudited condensed financial statements ofare presented in U.S. dollars in conformity with accounting principles generally accepted in the Company have been prepared in accordance with United States generally accepted accounting principlesof America (“U.S. GAAP”) for interim financial information and Article 8pursuant to the rules and regulations of Regulation S-X.the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, (consistingwhich include only normal recurring adjustments necessary for the fair statement of normal accruals) consideredthe balances and results for a fair presentation have been included.the periods presented. Operating results for the period from September 2, 2020 (inception) throughthree and nine months ended September 30, 20202021 are not necessarily indicative of the results that may be expected for the period endingthrough December 31, 2020.

2021.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form8-K and the final prospectus
10-K/A
filed by the Company with the SEC on October 29, 2020 and October 22, 2020, respectively.

May 24, 2021.

Emerging Growth Company

The Company is an “emerging growth company” as defined in Section 2(a) of

As an emerging growth company, the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and itCompany may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

H.I.G. ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

This may make comparison of the Company’s financial statementsstatement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Risk and Uncertainties

On January 30, 2020,

Note 2— Revision of Previously Issued Financial Statement
In connection with the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impactpreparation of the COVID-19 outbreak continuesCompany’s financial statements as of September 30, 2021, management determined it should revise its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering and shares sold including to evolve. the exercise of the Over Allotment, it had improperly valued its Class A ordinary shares subject to possible redemption. The Company previously classified as temporary equity the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share, while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A ordinary shares issued during the Initial Public Offering including to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the temporary equity should include all Class A ordinary shares subject to possible redemption. This resulted in a revision to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional
paid-in
capital (to the extent available), accumulated deficit and Class A ordinary shares.
In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) pro rata between the Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company.
This reclassification adjustment resulted in no change in the Company’s total assets, liabilities, or operating results.
The impact of the COVID-19 outbreakrevision on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an Initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and capital resources

As of September 30, 2020, the Company had no cash and working capital deficit of approximately $491,000.

The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain of the Company’s expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), a loan of up to $300,000 from the Sponsor under a promissory note (the “Note”), of which approximately $206,000 was outstanding at September 30, 2020 (see Note 4), and the proceeds from the consummation of the Private Placement not heldis reflected in the Trust Account occurring subsequent to September 30, 2020. The Company repaid the following table.​​​​​​​​​​​​​​

7
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
   
As of December 31, 2020
 
   
As Previously
   
Revision
     
   
Reported
   
Adjustment
   
As Revised
 
Balance Sheet
               
Ordinary shares subject to possible redemption
   323,187,630    40,757,370    363,945,000 
Shareholders’ equity (deficit)
               
Class A ordinary shares - $0.0001 par value
   408    (408)    0   
Class B ordinary shares - $0.0001 par value
   910    0      910 
Additional
paid-in
capital
   14,641,247    (14,641,247)    0   
Accumulated deficit
   (9,642,556)    (26,115,715)    (35,758,271) 
   
 
 
   
 
 
   
 
 
 
Total shareholders’ equity (deficit)
   5,000,009    (40,757,370)    (35,757,361) 
   
 
 
   
 
 
   
 
 
 
Note in full on October 23, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2020, there were no amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Note 2—3 — Summary of Significant Accounting Policies

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

H.I.G. ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021 and December 31, 2020, the Company had 0 cash equivalents, respectively.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in the Trust Account
The Company’s portfolio of investments held in the Trust Account can be comprised of investments in mutual funds invested in government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in mutual funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.
Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed balance sheet.

Deferred sheets, except for derivate warrant liabilities (see Note 8).

Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a
three-tier
fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
8
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
As of September 30, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and due to related party approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets.
The Company’s warrant liabilities are valued based on the trading price of Public Warrants. Significant deviations from this input could result in a material change in fair value. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value.
Offering Costs Associated with the Initial Public Offering

Deferred offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering and thatcosts are allocated to the separable financial instruments issued in the Initial Public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as
non-operating
expenses in the condensed statements of operations. Offering costs associated with the Public Shares were charged to shareholder’sshareholders’ equity upon the completion of the Initial Public Offering.
Derivative warrant liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC
815-15.
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is
re-assessed
at the end of each reporting period.
The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (which are discussed in Notes 3, 4, 6, and 8) are recognized as derivative liabilities in accordance with ASC
815-40.
Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been determined using the traded value of the Public Warrants each measurement date, as the Private Placement Warrants have substantially the same terms as the Public Warrants. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on October 23, 2020.

the listed market price of such warrants.

Class A Ordinary Shares Subject to Possible Redemption
Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 36,394,500 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.
Income Taxes

FASB ASC Topic 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

9
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Net Income Per(Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net lossincome (loss) per common share is computed by dividing net lossincome (loss) by the weighted average number of shares of ordinary shares outstanding during the period. Weighted average shares as of September 30, 2020 were reduced forThe Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 245,12518,317,434 shares of the Company’s ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the pro rata allocation of net income (loss) to Class A shares of $6,345,380 and $7,334,127 for the three and nine months ended September 30, 2021, respectively, by the weighted average number of Class A ordinary shares outstanding for the period. Net income per share basic and diluted for Class B ordinary shares is calculated by dividing the pro rata allocation of net income (loss) to Class B shares of $1,586,345 and $1,833,532 for the three and nine months ended September 30, 2021, respectively, by the weighted average number of Class B ordinary shares outstanding for the period.
Recently Issued Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2020-06,
Debt — Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic
815-40)
(“ASU 2020-06”)
to simplify accounting for certain financial
instruments. ASU 2020-06 eliminates
the current models that require only separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are subjectindexed to forfeiture ifand settled in an entity’s own
equity. ASU 2020
-06 amends the remaining over-allotment is not fully exercised by the underwriters. As of September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in thediluted earnings of the Company. As a result, diluted loss per share guidance, including the requirement to use the
if-converted
method for all convertible
instruments. ASU 2020-06 is
effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the same as basic loss per share for the periods presented.

Recent Accounting Pronouncements

impact, if any,

that ASU 2020-06 would
have on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncementstandards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Note 3—4 — Initial Public Offering

On October 23, 2020, the Company consummated the Initial Public Offering of 32,500,000 Units, at $10.00 per Unit, generating gross proceeds of $325.0 million, and incurring offering costs of approximately $18.6 million, inclusive of approximately $11.4 million in deferred underwriting commissions. The underwriter wasis granted a
45-day
option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,875,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On November 25, 2020, the underwriters partially exercised the over-allotmentover- allotment option and on December 1, 2020, purchased an additional 3,894,500 Over-Allotment Units, generating gross proceeds of approximately $38.9
$38.9 million, and incurring additional offering costs of approximately $2.1 million in underwriting fees (inclusive of approximately $1.4 million in deferred underwriting fees).

Each Unit consists of one Class A ordinary share, and
one-third
of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).

H.I.G. ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4—5 — Related Party Transactions

Founder Shares

On September 3, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 19,406,250 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). On September 28, 2020, the Sponsor effected a surrender of 6,468,750 Founder Shares to the Company for no consideration. On October 15, 2020, the Sponsor effected a surrender of 3,593,750 Founder Shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding to 9,343,750 shares. All shares and associated per share amounts have been retroactively restated to reflect all shares surrendered. The Sponsor agreed to forfeit up to 1,218,750 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on November 25, 2020; thus, only 245,125 shares of Class B ordinary shares were forfeited in conjunction with the underwriters’ partial exercise of the
over-allotment.
The Sponsor transferred to four independent directors of the Company an aggregate of 35,000 Founder Shares each, for a total of 140,000 shares, in September 2020. These 140,000 Founder Shares shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. On December 1, 2020, the underwriters purchased an additional 3,894,500 Over-Allotment Units upon partially exercising the over-allotment option; thus, an aggregate of 245,125 Class B ordinary shares remain subject to forfeiture.

10
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The Sponsor and the Company’s directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the initial Business Combination and (b) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering on October 23, 2020, the Company consummatedcompleted the Private Placement of an aggregate of 5,666,667 Private Placement Warrants to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant generating gross proceeds to the CompanySponsor, generating proceeds of $8.5 million. Simultaneously with the closing of the Over-allotment
Over-Allotment
on December 1, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 519,267 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $0.8 million.

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. The proceeds from the Private Placement Warrants will beare added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will beare non-redeemable by the Company and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees, subject to limited exceptions.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On September 3, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to the Note.a promissory note (the “Note”). This loan is
non-interest
bearing and payable upon the completion of the Initial Public Offering. As of September 30, 2020, theThe Company had borrowed approximately $206,000$237,000 under the Note. The Company repaid this Note in full on October 23, 2020.

As of September 30, 2021, the related party note is no longer available to the Company.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay

H.I.G. ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $4.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of October 23,September 30, 2021 and December 31, 2020, the Company had no$0 borrowings under the Working Capital Loans.

Administrative Services Agreement

The

On October 23, 2020, the Company entered into an agreement to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services, beginning on October 20, 2020.services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

For the three and nine months ended September 30, 2021, the Company incurred approximately $30,000 and $90,000, respectively, for these services which is included in Administrative expenses — related party on the accompanying condensed statements of operations. There was approximately $114,000 and $24,000 outstanding balance in accounts payable under the agreement as of September 30, 2021 and December 31, 2020, respectively.

Note 5—6 — Commitments and Contingencies

Registration and Shareholder Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement providesprovide that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable
lock-up
period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

11
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Underwriting Agreement

The Company granted the underwriters a
45-day
option from the final prospectus relating to the Initial Public Offering to purchase up to 4,875,000 additional Units to cover
over-allotments,
if any, at the Initial Public Offering price less the underwriting discounts and commissions. On November 25, 2020, the underwriters partially exercised the over-allotment option and on December 1, 2020, purchased an additional 3,894,500 Over-Allotment Units.

Units, generating gross proceeds of approximately $38.9 million, and incurring additional offering costs of approximately $2.1 million in underwriting fees (inclusive of approximately $1.4 million in deferred underwriting fees).

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.5$7.3 million in the aggregate, paid upon the closing of the Initial Public Offering.Offering and Over-Allotment. In addition, $0.35 per unit, or approximately $11.4$12.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

In connection with the consummation of the Over-Allotment on December 1, 2020, the underwriters were entitled to an additional fee of approximately $779,000 paid upon closing, and approximately $1.4 million in deferred underwriting commissions.

If the option to purchase additional Units is exercised in full, the underwriters will be entitled to an aggregate of $975,000 in fees payable upon closing and additional deferred underwriting commissions of approximately $1.7 million.

Risks and Uncertainties

Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a targetpartner company, the specific impact is not readily determinable as of the date of thesethe unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 6—Shareholder’s Equity

Class A Ordinary Shares7 — Derivative Warrant Liabilities

As of September 30, 2021 and December 31, 2020, the Company was authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2020, there were no Class A ordinary shares issued orhas 12,131,500 and 6,185,934 Public Warrants and Private Placement Warrants, respectively, outstanding. Upon adopting its amended and restated memorandum and articles of understanding, the Company became authorized to issue 950,000,000 Class A ordinary shares with a par value of $0.0001 per share.

H.I.G. ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Class B Ordinary Shares— As of September 30, 2020, the Company was authorized to issue 40,000,000 Class B ordinary shares with a par value of $0.0001 per share. Upon adopting its amended and restated memorandum and articles of understanding, the Company became authorized to issue 95,000,000 Class B ordinary shares with a par value of $0.0001 per share. On September 3, 2020, the Company issued 19,406,250 Class B ordinary shares to the Sponsor. On September 28, 2020, the Sponsor effected a surrender of 6,468,750 Class B ordinary shares to the Company for no consideration. On October 15, 2020, the Sponsor effected a surrender of 3,593,750 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding to 9,343,750 shares. All shares and associated per share amounts have been retroactively restated to reflect the share surrenders. Of the 9,343,750 shares outstanding, up to 1,218,750 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the holders of our Founder Shares prior to the Initial Public Offering will collectively own approximately 20.0% of the Company’s issued and outstanding ordinary shares. On December 1, 2020, the underwriters purchased an additional 3,894,500 Over-Allotment Units upon partially exercising the over-allotment option; thus, an aggregate of 245,125 Class B ordinary shares remain subject to forfeiture.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares, provided, however, that such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Preference Shares—The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2020, there were no preference shares issued or outstanding.

Warrants—Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

H.I.G. ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The warrants have an exercise price of $11.50 per whole share, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00.
Once the warrants become exercisable, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption; and

12
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a
30-trading
day periodendingperiod ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.
Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

in whole and 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 based on the agreed redemption date and the “fair market value” of the Company’s Class A ordinary shares;

H.I.G. ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 based on the agreed redemption date and the “fair market value” of the Company’s Class A ordinary shares;
if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the
30-trading
day period ending three trading days before we sendthe Company sends the notice of redemption to the warrant holders; and

the closing price of the Class A ordinary shares for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 7—8 — Shareholders’ Equity
Preference Shares —
The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were 0 preference shares issued or outstanding.
Class
 A Ordinary Shares —
The Company is authorized to issue 950,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2021 and December 31, 2020, there were 36,394,500 Class A ordinary shares issued or outstanding of Class A ordinary shares subject to possible redemption.
Class
 B Ordinary Shares —
The Company is authorized to issue 95,000,000 Class B ordinary shares with a par value of $0.0001 per share. On September 3, 2020, the Company issued 19,406,250 Class B ordinary shares to the Sponsor. On September 28, 2020, the Sponsor effected a surrender of 6,468,750 Class B ordinary shares to the Company for no consideration. On October 15, 2020, the Sponsor effected a surrender of 3,593,750 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding to 9,343,750 shares. All shares and associated per share amounts have been retroactively restated to reflect the share surrenders. Of the 9,343,750 shares outstanding, up to 1,218,750 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the holders of Founder Shares prior to the Initial Public Offering will collectively own approximately 20.0% of the Company’s issued and outstanding ordinary shares. The underwriters partially exercised their
over-allotment
option on December 1, 2020; thus, 245,125 shares of Class B ordinary shares were forfeited in conjunction with the underwriters’ partial exercise of the over-allotment. (See Note 5).
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares, provided, however, that such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted
basis, 20% of
13
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than
one-to-one.
Note 9 — Fair Value Measurements
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.
September 30, 2021
Description
  
Quoted Prices in Active
Markets

(Level 1)
   
Significant Other
Observable Inputs

(Level 2)
   
Significant Other

Unobservable Inputs

(Level 3)
 
Assets:
               
Investments held in Trust Account
  $363,978,513   $—     $—   
Liabilities:
               
Derivative warrant liabilities - Public
  $8,658,014   $—     $—   
Derivative warrant liabilities - Private
  $—     $ 3,915,073   $—   
December 31, 2020
Description
  
Quoted Prices in Active
Markets

(Level 1)
   
Significant Other
Observable Inputs

(Level 2)
   
Significant Other

Unobservable Inputs

(Level 3)
 
Assets:
               
Investments held in Trust Account
  $363,951,287   $—     $—   
Liabilities:
               
Derivative warrant liabilities - Public
  $15,892,270   $—     $—   
Derivative warrant liabilities - Private
  $—     $ 8,103,570   $—   
Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no were transfers between levels for during the three and nine months ended September 30, 2021.
Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since December 2020. The fair value of the Private Placement Warrants has subsequently been measured by reference to the trading price of the Public Warrants. For the three and nine months ended September 30, 2021, the Company recognized a gain of approximately $8.3 million and a gain of approximately $11.4 million, respectively, in the condensed statement of operations resulting from changes in the fair value of derivative warrant liabilities on the accompanying condensed statement of operations.
14
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based uponon this review, other than as described in these unaudited condensed financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

15
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to the “Company,” “H.I.G. Acquisition Corp.,” “H.I.G. Acquisition,” “our,” “us” or “we” refer to H.I.G. Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes
forward-looking
statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q.Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”)SEC filings.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on September 2, 20202020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
Our Sponsorsponsor is H.I.G. Acquisition Advisors, LLC, a Cayman Islands limited liability company (“Sponsor”(the “Sponsor”).

The registration statement for our initial public offering (the “Initialthe Initial Public Offering”) becameOffering was declared effective on October 20, 2020. On October 23, 2020, weWe consummated the Initial Public Offering of 32,500,000 units (the “Units” and, with respect to the) on October 23, 2020. Each Unit consisted of one Class A ordinary shares included inshare and

one-third
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The Units the “Public Shares”),were sold at a price of $10.00 per Unit, generating gross proceeds to us of $325.0 million, and incurring offering costs of approximately $18.6 million, inclusive of approximately $11.4 millionmillion. We granted the underwriters in deferred underwriting commissions. The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering (the “Underwriters”) a
45-day
option to purchase up to 4,875,000 additional Units to cover over-allotments, if any, at $10.00 per Unit.any. On November 25, 2020, the underwritersUnderwriters partially exercised the
over-allotment
option and on December 1, 2020, purchased an additional 3,894,500 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $38.9 million, and incurringincurred additional offering costs of approximately $2.1 million in underwriting fees (inclusive of approximately $1.4 million in deferred underwriting fees) (the “Over-Allotment”).

Simultaneously with the closing of the Initial Public Offering on October 23, 2020, we consummatedcompleted the first closing of the private placement (“Private(the “Private Placement”) ofand sold an aggregate 5,666,667 warrants (each, a “Private Placement Warrant”Warrant, and collectively,together, the “Private Placement Warrants”) to our Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $8.5 million. Simultaneously with the closing of the Over-allotmentOver-Allotment on December 1, 2020, the Companywe consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 519,267 Private Placement Warrants by the Sponsor,sponsor, generating gross proceeds to the Company of approximately $0.8 million.

Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement,Placements, approximately $363.9 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, and certain of the proceeds ofOver-Allotment and the Private PlacementPlacements were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule
2a-7 promulgated
under the Investment Company Act, which invest only in direct U.S. government treasury obligations,as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.

Account as described below.

16
Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the Over-Allotment and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with the initial Business Combination. However, we will only complete a Business Combination if the
post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, (the “Investment Company Act”).
If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 23, 2022,Combination Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay itsour income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstandingthen- outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Liquidity and Capital Resources
As of September 30, 2021, we had $4,386 in our operating bank account, and working capital deficit of $1,312,053. Further, we have incurred and expects to continue to incur significant costs in pursuit of our acquisition plans.
If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these condensed financial statements were issued. These condensed financial s statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Through September 30, 2021, our liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares (as defined in Note 5), the loan under the Note of approximately $237,000 (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. We fully repaid the Note on October 23, 2020, and the facility is no longer available to the Company. In addition, in order to finance transaction costs in connection with an initial Business Combination, our officers, directors and initial shareholders may, but are not obligated to, provide us Working Capital Loans (see Note 5). As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans.
17
Results of Operations

Our entire activity from September 2, 2020 (inception) throughsince inception up to September 30, 2020,2021 was in preparation for an Initial Public Offering,our formation and since our Initial Public Offering, our activity has been limited to the search for a prospective initial Business Combination. We will not generatebe generating any operating revenues until the closing and completion of our initial Business Combination.

For the period from September 2, 2020 (inception) throughthree months ended September 30, 2020,2021, we had a lossnet income of approximately $20,000,$7.9 million, which consisted solely of approximately $356,000 in general and administrative expenses.

Liquidityexpenses, $30,000 in administrative expenses – related party, approximately $8.3 million change in the fair value of derivative warrant liabilities, and Capital Resources

As ofapproximately $9,000 in net gain from investments held in Trust Account.

For the nine months ended September 30, 2020,2021, we had no cash and working capital deficita net income of approximately $491,000.

Our liquidity needs to date have been satisfied through a contribution$9.2 million, which consisted of $25,000approximately $2.2 million in general and administrative expenses, $90,000 in administrative expenses – related party, offset by approximately $11.4 million in change in fair value of derivative warrant liabilities, and approximately $27,000 in net gain from our Sponsor to cover certain of our expensesinvestments held in exchange for the issuance of the issuanceTrust Account.

Contractual Obligations
Registration and Shareholder Rights
The holders of Founder Shares, to our Sponsor, a loanPrivate Placement Warrants and warrants that may be issued upon conversion of up to $300,000 from our Sponsor under a note agreement (the “Note”), of which approximately $206,000 was outstanding at as of September 30, 2020, andWorking Capital Loans (and any Class A ordinary shares issuable upon the proceeds from the consummationexercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provide that we will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable
lock-up
period for the securities to be registered. We will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
We granted the underwriters a
45-day
option from the final prospectus relating to the Initial Public Offering to purchase up to 4,875,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On November 25, 2020, the underwriters partially exercised the over-allotment option and on December 1, 2020, purchased an additional 3,894,500
Over-Allotment
Units, generating gross proceeds of approximately $38.9 million, and incurring additional offering costs of approximately $2.1 million in underwriting fees (inclusive of approximately $1.4 million in deferred underwriting fees).
The underwriters were entitled to an underwriting discount of $0.20 per unit, or $7.3 million in the aggregate, paid upon the closing of the Initial Public Offering and Over-Allotment. In addition, $0.35 per unit, or approximately $12.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account. The Company repaidAccount solely in the Note in full on October 23, 2020. In addition, in order to finance transaction costs in connection withevent that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
Class A Ordinary Shares Subject to Possible Redemption
Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our Sponsor or an affiliatecontrol) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our Sponsor, or certaincontrol and subject to occurrence of our officers and directors may, but are not obligated to, provide us working capital loans. As ofuncertain future events, Accordingly, at September 30, 2021 and December 31, 2020, there36,394,500 and Class A ordinary shares subject to possible redemption at the redemption amount were no amounts outstanding under any working capital loan.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds heldpresented at redemption value as temporary equity, outside of the Trust Account for paying existing accounts payable, identifyingshareholders’ equity section of our condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selectingadjusts the target businesscarrying value of redemption ordinary shares to mergeequal the redemption value at the end of each reporting period.

18
Net Income (Loss) per Ordinary Shares
We comply with or acquire,accounting and structuring, negotiatingdisclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of ordinary shares outstanding during the period. We have not considered the effect of the warrants sold in the Initial Public Offering and consummatingPrivate Placement to purchase an aggregate of 18,317,434 of our ordinary shares in the Business Combination.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other thancalculation of diluted loss per share, since the note payable to our sponsorexercise of the warrants are contingent upon the occurrence of future events and the agreementinclusion of such warrants would be anti-dilutive.

The Company has two classes of shares, which are referred to pay our Sponsoras Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the pro rata allocation of net income (loss) to Class A shares of $6,345,380 and $7,334,127 for the three and nine months ended September 30, 2021, respectively, by the weighted average number of Class A ordinary shares outstanding for the period. Net income per share basic and diluted for Class B ordinary shares is calculated by dividing the pro rata allocation of net income (loss) to Class B shares of $1,586,345 and $1,833,532 for the three and nine months ended September 30, 2021, respectively, by the weighted average number of Class B ordinary shares outstanding for the period.
Recently Issued Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2020-06,
Debt — Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic
815-40)
(“ASU 2020-06”)
to simplify accounting for certain financial
instruments. ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own
equity. ASU 2020-06 amends
the diluted earnings per share guidance, including the requirement to use the
if-converted
method for all convertible
instruments. ASU 2020-06 is
effective January 1, 2022 and should be applied on a total of $10,000 per month for office space, secretarial and administrative services,full or modified retrospective basis, with early adoption permitted beginning on October 20, 2020. Upon completion ofJanuary 1, 2021. We are currently assessing the initial Business Combination or upon our liquidation, we will cease paying these monthly fees.

Critical Accounting Policies

This management’s discussion and analysis of ourimpact, if any,

that ASU 2020-06 would
have on its financial condition andposition, results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our

financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes in our critical accounting policies as discussed in the Form 8-K and the final prospectus filed by us with the SEC on October 29, 2020 and October 22, 2020, respectively.

Recent Accounting Pronouncements

cash flows.

Our management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensedour financial statements.

Off-Balance
Sheet Arrangements

As of September 30, 2020,2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

The JOBSJumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for
non-emerging
growth companies. As a result, the unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

19
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule
12b-2
of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls As of September 30, 2021, we were not subject to any market or interest rate risk. The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be invested in investments in mutual funds invested in government securities with a maturity of 185 days or less or in that meet certain conditions under Rule

2a-7
under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
We have not engaged in any hedging activities since our inception and Procedures

we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures

Under

As required by Rules
13a-15
and
15d-15
under the supervisionExchange Act, our Chief Executive Officer and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conductedChief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.2021. Based on thisupon their evaluation, our chief executive officerChief Executive Officer and chief financial officer haveChief Financial Officer concluded that during the period covered by this report, our disclosure controls and procedures (as defined in Rules
13a-15
(e) and
15d-15
(e) under the Exchange Act) were effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control overOver Financial Reporting

There was no change in our internal control over financial reporting that occurred during the period from September 2, 2020 (inception) throughfiscal quarter ended September 30, 2020,2021 covered by this Quarterly Report on Form
10-Q
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The material weakness discussed below was remediated during the quarter ended September 30, 2021.

Remediation of a Material Weakness in Internal Control over Financial Reporting
We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness previously identified and enhance our internal control over financial reporting. In light of the material weakness, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The foregoing actions, which we believe remediated the material weakness in internal control over financial reporting, were completed as of September 30, 2021.
PART II –- OTHER INFORMATION

Item 1. Legal  Proceedings

Item 1.
Legal Proceedings
None.

Item 1A. Risk Factors.

There

Item 1A.
Risk Factors
As of the date of this Quarterly Report on Form
10-Q,
there have been no material changes fromto the risk factors previously disclosed in the Company’s final prospectus for the Initial Public Offering as our Form
10-K
filed with the SEC on October 22, 2020.

Item 2. Unregistered Sales of Equity SecuritiesMarch 30, 2021 and Use of Proceeds from Registered Securities

Unregistered Sales

On September 3, 2020, our Sponsor paid $25,000 to cover certain of our expenses in exchange for issuance of 19,406,250 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). On September 28, 2020, our Sponsor effected a surrender of 6,468,750 Founder Shares to the Company for no consideration. On October 15, 2020, our Sponsor effected a surrender of 3,593,750 Founder Shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding to 9,343,750 shares. Our Sponsor agreed to forfeit up to 1,218,750 Founder Shares to the extent that the underwriters’ 45-day over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. Our Sponsor transferred to four independent directors of the Company an aggregate of 35,000 Founder Shares each, for a total of 140,000 shares, in September 2020. These 140,000 Founder Shares shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. On December 1, 2020, the underwriters purchased an additional 3,894,500 Over-Allotment Units upon partially exercising the over-allotment option; thus, an aggregate of 245,125 Class B ordinary shares remain subject to forfeiture. Such securities were issued in connectionForm

10-K/A
filed with the Company’s organization pursuantSEC on May 24, 2021. We may disclose changes to the exemptionsuch factors or disclose additional factors from registration containedtime to time in Section 4(a)(2) of the Securities Act.

On October 23, 2020, our Sponsor purchased 5,666,667 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $8.5 million, in a private placement that closed simultaneouslyfuture filings with the closing of the Initial Public Offering. Simultaneously with the closing of the Over-allotment on December 1, 2020, we consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 519,267 Private Placement Warrants by our Sponsor, generating gross proceeds to the Company of approximately $0.8 million. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

SEC.

Use of Proceeds

On October 23, 2020, we consummated the Initial Public Offering of 32,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $325.0 million. The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,875,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On November 25, 2020, the underwriters partially exercised the over-allotment option and on December 1, 2020, purchased an additional 3,894,500 Over-Allotment Units, generating gross proceeds of approximately $38.9 million.

In connection with the Initial Public Offering and the Over-Allotment, we incurred offering costs of approximately $20.7 million, inclusive of approximately $12.7 million in deferred underwriting commissions. Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the Initial Business Combination, if consummated) and the Initial Public Offering expenses, $363.9 million of the net proceeds from our Initial Public Offering, the Over-Allotment and certain of the proceeds from the private placement of the Private Placement Warrants (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Quarterly Report on Form 10-Q. See Note 3 to the unaudited condensed financial statements.

There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering.

Item 3. Defaults Upon Senior Securities

20
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
None.

Item 4. Mine Safety Disclosures

Item 3.
Defaults upon Senior Securities
None.
Item 4.
Mine Safety Disclosures.
Not applicable.

Item 5. Other Information

Item 5.
Other Information.
None.

Item 6. Exhibits.

Item 6.
Exhibits.

Exhibit


Number

  

Description

1.1Underwriting Agreement between the Company, Credit Suisse Securities (USA) LLC, Morgan Stanley  & Co. LLC and BofA Securities, Inc.1
3.1Amended and Restated Memorandum and Articles of Association. 1
4.1Warrant Agreement between Continental Stock Transfer & Trust Company and the Company. 1
10.1Private Placement Warrants Purchase Agreement between the Company and the Sponsor. 1
10.2Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company.1
10.3Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein.1
10.4Letter Agreement among the Company, the Sponsor and the Company’s officers and directors.1
10.5Administrative Services Agreement between the Company and the Sponsor.1
10.6Promissory Note, dated as of September 3, 2020, between the Registrant and the Sponsor. 2

10.7Securities Subscription Agreement, dated September 3, 2020, between the Registrant and the Sponsor.2
31.1*31.1  Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*31.2  Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**  Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**  Certification of Chief Financial Officer (Principal Financial and Accounting 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 Label Linkbase Document
101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*

Filed herewith.

**

Furnished herewith.

1

PreviouslyThese certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as an exhibit to our Current Report on Form 8-K filed on October 26, 2020 andamended, nor shall they be deemed incorporated by reference herein.

in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
2

Previously filed as an exhibit to our Registration Statement on Form S-1 filed on September 28, 2020 and incorporated by reference herein.


SIGNATURES

21
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereuntohereunto duly authorized.

Dated: November 5, 2021  
H.I.G. ACQUISITION CORP.
Date: December 4, 2020 
 By: 

/s/ Brian Schwartz

Timur Akazhanov
  Name: Timur Akazhanov
 Brian Schwartz
 Title: 

Chief Executive Officer

(Principal Executive Officer)

Date: December 4, 2020By:

/s/ Timur Akazhanov

Name:Timur Akazhanov
Title:

Chief Financial Officer

(Principal Financial Officer)

22