☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
IslandsIslands
Symbol(s)
on which registered
☐
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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-i-
ITEM 1. | FINANCIAL STATEMENTS. |
March 31, 2021 | ||||
(unaudited) | ||||
Assets: | ||||
Cash | $ | 1,841,399 | ||
Prepaid Expenses | 553,200 | |||
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Total current assets | 2,394,599 | |||
Cash and Securities held in Trust Account | 267,000,253 | |||
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Total Assets | $ | 269,394,852 | ||
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Liabilities and Shareholders’ Equity | ||||
Accrued offering costs and expenses | $ | 904,679 | ||
Due to related party | 2,580 | |||
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Total current liabilities | 907,259 | |||
Deferred underwriting fee | 9,345,000 | |||
Warrant liability | 17,463,264 | |||
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Total liabilities | 27,715,523 | |||
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Commitments and Contingencies | ||||
Class A ordinary shares subject to possible redemption, 23,667,932 shares at redemption value | 236,679,320 | |||
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; 200,000,000 shares authorized; 3,032,068 shares issued and outstanding (excluding 23,667,932 shares subject to possible redemption) | 303 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding (1) | 719 | |||
Additional paid-in capital | 5,847,187 | |||
Accumulated deficit | (848,200 | ) | ||
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Total shareholders’ equity | 5,000,009 | |||
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Total Liabilities and Shareholders’ Equity | $ | 269,394,852 | ||
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September 30, 2021 | ||||
(unaudited) | ||||
Assets: | ||||
Current assets | ||||
Cash | $ | 937,867 | ||
Prepaid expenses | 273,008 | |||
Total current assets | 1,210,875 | |||
Other Assets | 126,967 | |||
Cash and Securities held in Trust Account | 267,008,413 | |||
Total Assets | $ | 268,346,255 | ||
Liabilities and Shareholders’ Deficit | ||||
Current liabilities | ||||
Accrued offering costs and expenses | $ | 150,000 | ||
Due to related party | 12,580 | |||
Total current liabilities | 162,580 | |||
Deferred underwriting fee | 9,345,000 | |||
Warrant liability | 9,197,071 | |||
Total liabilities | 18,704,651 | |||
Commitments and Contingencies | 0 | |||
Class A ordinary shares subject to possible redemption, 26,700,000 shares at redemption value | 267,000,000 | |||
Shareholders’ Deficit: | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0 shares issued and outstanding (excluding 26,700,000 shares subject to possible redemption) | 0 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,675,000 shares issued and outstanding | 668 | |||
Additional paid-in capital | 0 | |||
Accumulated deficit | (17,359,064 | ) | ||
Total shareholders’ deficit | (17,358,396 | ) | ||
Total Liabilities and Shareholders’ Deficit | $ | 268,346,255 | ||
For the three months ended September 30, 2021 | For the period from January 27, 2021 (inception) through September 30, 2021 | |||||||
Operating costs | $ | 170,820 | $ | 346,242 | ||||
Loss from Operations | (170,820 | ) | (346,242 | ) | ||||
Other income (expense): | ||||||||
Interest earned on cash and marketable securities held in Trust Account | 4,102 | 8,413 | ||||||
Offering costs allocated to warrants | 0 | (561,706 | ) | |||||
Change in fair value of warrant liability | 6,088,062 | 8,013,610 | ||||||
Total other income | 6,092,164 | 7,460,317 | ||||||
Net income | $ | 5,921,344 | $ | 7,114,075 | ||||
Weighted average shares outstanding, Class A ordinary shares | 26,700,000 | 20,497,166 | ||||||
Basic and diluted net income per ordinary share, Class A ordinary shares | $ | 0.18 | $ | 0.26 | ||||
Weighted average shares outstanding, Class B ordinary shares | 6,675,000 | 6,440,081 | ||||||
Basic and diluted net income per ordinary share, Class B ordinary shares | $ | 0.18 | $ | 0.26 | ||||
-1-
CHANGES IN SHAREHOLDERS’ DEFICIT
Operating costs | $ | 34,164 | ||
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Loss from Operations | (34,164 | ) | ||
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Other income (expense): | ||||
Interest earned on cash and marketable securities held in Trust Account | 253 | |||
Offering costs allocated to warrants | (561,706 | ) | ||
Change in fair value of warrant liability | (252,583 | ) | ||
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Total other expense | (814,036 | ) | ||
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Net loss | $ | (848,200 | ) | |
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Weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 22,369,083 | |||
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Basic and diluted net loss per ordinary share, Class A ordinary shares subject to possible redemption | $ | (0.00 | ) | |
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Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares (1) | 6,598,160 | |||
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Basic and diluted net loss per ordinary share, Non-redeemable ordinary shares | $ | (0.13 | ) | |
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Class A Ordinary shares | Class B Ordinary shares | Additional Paid-in Capital | (Accumulated Deficit) | Total Shareholder’s Deficit | ||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||
Balance as of January 27, 2021 (inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 7,187,500 | 719 | 24,281 | — | 25,000 | |||||||||||||||||||||||||
Sale of 26,700,000 Units, net of underwriting discount and offering expenses | 26,700,000 | 2,670 | — | — | 252,370,540 | — | 252,373,210 | |||||||||||||||||||||||||
Sale of 4,893,333 Private Placement warrants | — | — | — | — | 7,340,000 | — | 7,340,000 | |||||||||||||||||||||||||
Initial classification of warrant liability | — | — | — | — | (17,210,681 | ) | — | (17,210,681 | ) | |||||||||||||||||||||||
Net loss | — | — | — | — | — | (848,200 | ) | (848,200 | ) | |||||||||||||||||||||||
Change in Class A ordinary shares subject to possible redemption (Restated-see Note 2) | (26,700,000 | ) | (2,670 | ) | — | — | (242,524,140 | ) | (24,473,190 | ) | (267,000,000 | ) | ||||||||||||||||||||
Balance as of March 31, 2021 | (Restated-see Note 2 | ) | 0 | $ | 0 | 7,187,500 | $ | 719 | $ | 0 | $ | (25,321,390 | ) | $ | (25,320,671 | ) | ||||||||||||||||
Forfeiture of Class B ordinary shares by Sponsor | — | (512,500 | ) | (51 | ) | 0 | 51 | — | ||||||||||||||||||||||||
Net income | — | — | — | — | — | 2,040,931 | 2,040,931 | |||||||||||||||||||||||||
Balance as of June 30, 2021 | (Restated-see Note 2 | ) | 0 | $ | 0 | 6,675,000 | $ | 668 | $ | 0 | $ | (23,280,408 | ) | $ | (23,279,740 | ) | ||||||||||||||||
Net income | — | — | — | — | — | 5,921,344 | 5,921,344 | |||||||||||||||||||||||||
Balance as of September 30, 2021 | 0 | $ | 0 | 6,675,000 | $ | 668 | 0 | $ | (17,359,064 | ) | $ | (17,358,396 | ) | |||||||||||||||||||
-2-
CASH FLOWS
Class A | Class B | Additional | Total | |||||||||||||||||||||||||
Ordinary shares | Ordinary shares | Paid-in | Accumulated | Shareholder’s | ||||||||||||||||||||||||
Shares | Amount | Shares(1) | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance as of January 27, 2021 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 7,187,500 | 719 | 24,281 | — | 25,000 | |||||||||||||||||||||
Sale of 26,700,000 Units, net of underwriting discount and offering expenses | 26,700,000 | 2,670 | — | — | 252,370,540 | — | 252,373,210 | |||||||||||||||||||||
Sale of 4,893,333 Private Placement warrants | — | — | — | — | 7,340,000 | — | 7,340,000 | |||||||||||||||||||||
Initial classification of warrant liability | — | — | — | — | (17,210,681 | ) | — | (17,210,681 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (848,200 | ) | (848,200 | ) | |||||||||||||||||||
Class A ordinary shares subject to possible redemption | (23,667,932 | ) | (2,367 | ) | — | — | (236,676,953 | ) | — | (236,679,320 | ) | |||||||||||||||||
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Balance as of March 31, 2021 (unaudited) | 3,032,068 | $ | 303 | 7,187,500 | $ | 719 | $ | 5,847,187 | $ | (848,200 | ) | $ | 5,000,009 | |||||||||||||||
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Cash flows from Operating Activities: | ||||
Net income | $ | 7,114,075 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest earned on cash and on marketable securities held in Trust Account | (8,413 | ) | ||
Offering costs allocated to warrants | 561,706 | |||
Change in fair value of warrant liability | (8,013,610 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (273,007 | ) | ||
Other assets | (126,967 | ) | ||
Accrued expenses | 50,000 | |||
Due to related party | 12,580 | |||
Net cash used in operating activities | (683,637 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (267,000,000 | ) | ||
Net cash used in investing activities | (267,000,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts | 261,660,000 | |||
Proceeds from sale of Private Warrants | 7,340,000 | |||
Proceeds from issuance of Class B shares to Sponsor | 25,000 | |||
Proceeds from issuance of promissory note to Sponsor | 125,491 | |||
Payments on promissory note issued to Sponsor | (125,491 | ) | ||
Payment of deferred offering costs | (403,496 | ) | ||
Net cash provided by financing activities | 268,621,504 | |||
Net change in cash | 937,867 | |||
Cash, beginning of period | 0 | |||
Cash, end of the period | $ | 937,867 | ||
Supplemental disclosure of cash flow information: | ||||
Initial recognition of ordinary shares subject to possible redemption including overallotment | $ | 267,000,000 | ||
Deferred underwriter fee charged to additional paid-in capital | $ | 9,345,000 | ||
Initial recognition of warrant liability | $ | 17,210,681 | ||
Accrued offering costs | $ | 100,000 | ||
-3-
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 27, 2021 (INCEPTION) THROUGH MARCH 31, 2021
(UNAUDITED)
Cash flows from operating activities: | ||||
Net loss | $ | (848,200 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (253 | ) | ||
Offering costs allocated to warrants | 561,706 | |||
Change in fair value of warrant liability | 252,583 | |||
Changes in operating assets and liabilities: | ||||
Prepaid assets | (553,200 | ) | ||
Accrued expenses | 532,679 | |||
Due to related party | 2,580 | |||
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Net cash used in operating activities | (52,105 | ) | ||
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Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (267,000,000 | ) | ||
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Net cash used in investing activities | (267,000,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts | 261,660,000 | |||
Proceeds from sale of Private Warrants | 7,340,000 | |||
Proceeds from issuance of Class B shares to Sponsor | 25,000 | |||
Proceeds from issuance of promissory note to Sponsor | 125,491 | |||
Payments on promissory issued to Sponsor | (125,491 | ) | ||
Payment of deferred offering costs | (131,496 | ) | ||
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Net cash provided by financing activities | 268,893,504 | |||
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Net change in cash | 1,841,399 | |||
Cash, beginning of period | — | |||
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Cash, end of the period | $ | 1,841,399 | ||
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Supplemental disclosure of cash flow information: | ||||
Initial classification of ordinary shares subject to possible redemption | $ | 221,526,083 | ||
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Change in ordinary shares subject to possible redemption | $ | 15,153,237 | ||
Deferred underwriter’s discount payable charged to additional paid-in capital | $ | 9,345,000 | ||
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Initial classification of warrant liability | $ | 17,210,681 | ||
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Accrued offering costs | $ | 372,000 |
The accompanying notes are an integral part of these unaudited condensed financial statements.
-4-
Offering, and
-5-
If the Company does not 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$100,000 $
On April 12, 2021,
-6-
Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cashchanges in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for the Warrants and determined that the Warrants should be classified as liabilities measured at fair value upon issuance (the date of the consummation of the IPO), with subsequent changes in fair value reported in the Statement of Operations each reporting period.
related impacts were material to its previously presented financial statements. Therefore, the Company,management, in consultation with itsthe Company’s Audit Committee, concluded that its affected previously issued financial statements should be restated to report all public shares as temporary equity. The Company is restating those periods in this Quarterly Report.
As of March 25, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Total assets | $ | 252,351,898 | $ | — | $ | 252,351,898 | ||||||
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Liabilities and shareholders’ equity: | ||||||||||||
Total current liabilities | $ | 847,645 | $ | — | $ | 847,645 | ||||||
Warrant liability | — | 16,228,167 | 16,228,167 | |||||||||
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Total liabilities | 9,597,645 | 16,228,167 | 25,825,812 | |||||||||
Class A ordinary share, $0.0001 par value; shares subject to possible redemption | 237,754,250 | (16,228,167 | ) | 221,526,083 | ||||||||
Shareholders’ equity | ||||||||||||
Preference shares - $0.0001 par value | — | — | — | |||||||||
Class A ordinary shares - $0.0001 par value | 122 | 162 | 284 | |||||||||
Class B ordinary shares - $0.0001 par value | 719 | — | 719 | |||||||||
Additional paid-in-capital | 5,016,413 | 561,544 | 5,577,957 | |||||||||
Accumulated deficit | (17,251 | ) | (561,706 | ) | (578,957 | ) | ||||||
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Total shareholders’ equity | 5,000,003 | — | 5,000,003 | |||||||||
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Total liabilities and shareholders’ equity | $ | 252,351,898 | $ | — | $ | 252,351,898 | ||||||
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presented below:
As Reported | Adjustment | As Restated | ||||||||||
Balance Sheet as of March 25, 2021 (as restated in footnote 2 of form 10-Q filed on May 24, 2021) | ||||||||||||
Ordinary shares subject to possible redemption | $ | 221,526,083 | $ | 28,473,917 | $ | 250,000,000 | ||||||
Class A Ordinary shares, $0.0001 par value | 284 | (284 | ) | 0 | ||||||||
Class��B Ordinary shares, $0.0001 par value | 719 | 0 | 719 | |||||||||
Additional Paid in Capital | 5,577,957 | (5,577,957 | ) | 0 | ||||||||
Accumulated Deficit | (578,957 | ) | (22,895,676 | ) | (23,474,633 | ) | ||||||
Total Shareholders’ Equity (Deficit) | $ | 5,000,003 | $ | (28,473,917 | ) | $ | (23,473,914 | ) | ||||
Number of shares subject to redemption | 22,152,608 | 2,847,392 | 25,000,000 | |||||||||
Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 24, 2021) | ||||||||||||
Ordinary shares subject to possible redemption | $ | 236,679,320 | $ | 30,320,680 | $ | 267,000,000 | ||||||
Class A Ordinary shares, $0.0001 par value | 303 | (303 | ) | — | ||||||||
Class B Ordinary shares, $0.0001 par value | 719 | — | 719 | |||||||||
Additional Paid in Capital | 5,847,187 | (5,847,187 | ) | — | ||||||||
Accumulated Deficit | (848,200 | ) | (24,473,190 | ) | (25,321,390 | ) | ||||||
Total Shareholders’ Equity (Deficit) | $ | 5,000,009 | $ | (30,320,680 | ) | $ | (25,320,671 | ) | ||||
Number of shares subject to redemption | 23,667,932 | 3,032,068 | 26,700,000 | |||||||||
Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on May 24, 2021) | ||||||||||||
Weighted average shares outstanding, Redeemable Class A ordinary shares | 22,369,083 | (19,608,146 | ) | 2,760,938 | ||||||||
Basic and diluted net loss per share, Redeemable Class A ordinary shares | $ | — | $ | (0.10 | ) | $ | (0.10 | ) | ||||
Weighted average shares outstanding, Non-redeemable Class Aand Class B ordinary shares | 6,598,160 | (829,801 | ) | 5,768,359 | ||||||||
Basic and diluted net loss per shares, Non-redeemable Class A and Class B ordinary shares | $ | (0.13 | ) | $ | (0.03 | ) | $ | (0.10 | ) | |||
Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 13, 2021) | ||||||||||||
Ordinary shares subject to possible redemption | $ | 238,720,250 | $ | 28,279,750 | $ | 267,000,000 | ||||||
Class A Ordinary shares, $0.0001 par value | 283 | (283 | ) | — | ||||||||
Class B Ordinary shares, $0.0001 par value | 668 | — | 668 | |||||||||
Additional Paid in Capital | 3,806,328 | (3,806,328 | ) | 0 | ||||||||
Accumulated Deficit | 1,192,731 | (24,473,139 | ) | (23,280,408 | ) | |||||||
Total Shareholders’ Equity (Deficit) | $ | 5,000,010 | $ | (28,279,750 | ) | $ | (23,279,740 | ) | ||||
Number of shares subject to redemption | 23,872,025 | 2,827,975 | 26,700,000 | |||||||||
Statement of Income for the three months ended June 30, 2021 (per form 10-Q filed on August 13, 2021) | ||||||||||||
Weighted average shares outstanding, Redeemable Class A ordinary shares | 23,670,175 | 3,029,825 | 26,700,000 | |||||||||
Basic and diluted net income per share, Redeemable Class A ordinary shares | $ | — | $ | 0.06 | $ | 0.06 | ||||||
Weighted average shares outstanding, Non-redeemable Class Aand Class B ordinary shares | 9,704,825 | (3,029,825 | ) | 6,675,000 | ||||||||
Basic and diluted net income per shares, Non-redeemable Class Aand Class B ordinary shares | $ | 0.21 | $ | (0.15 | ) | $ | 0.06 | |||||
Statement of Income for the period from January 27, 2021 (Inception) to June 30, 2021 (per form 10-Q filed on August 13, 2021) | ||||||||||||
Weighted average shares outstanding, Redeemable Class A ordinary shares | 23,577,240 | (6,761,756 | ) | 16,815,484 | ||||||||
Basic and diluted net income per share, Redeemable Class A ordinary shares | $ | — | $ | 0.05 | $ | 0.05 | ||||||
Weighted average shares outstanding, Non-redeemable Class Aand Class B ordinary shares | 8,482,870 | (2,182,225 | ) | 6,300,645 | ||||||||
Basic and diluted net income per shares, Non-redeemable Class Aand Class B ordinary shares | $ | 0.14 | $ | (0.09 | ) | $ | 0.05 |
-7-
The closing sales price of the public warrants reported on the New York Stock Exchange was $0.79 per warrant as of September 30, 2021.
-8-
sheets, respectively.
Gross proceeds from IPO | $ | 267,000,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (9,874,575 | ) | ||
Class A ordinary share issuance costs | (14,626,790 | ) | ||
Plus: | ||||
Remeasurement of carrying value to redemption value | 24,501,365 | |||
Class A ordinary shares subject to possible redemption | $ | 267,000,000 | ||
The Company’s condensed statement of operations includes a presentation of income (loss) per share for Redeemable Class A Ordinary Shares in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted, for Redeemable Class A Ordinary Shares is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance.
Net loss per share, basic and diluted, for Non-Redeemableduring the period. The Company has two classes of shares, Class A ordinary shares and Class B Ordinary Sharesordinary shares. Earnings and losses are shared pro rata between the two classes of shares. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.
Non-Redeemable Class A Accordingly, basic and Class B Ordinary Shares includes Founder Shares and non-redeemable Class Adiluted income per ordinary sharesshare is calculated as these shares do not have any redemption features. Non-Redeemable Class A and Class B Common Stock participates in the income or loss on marketable securities based on non-redeemable ordinary shares’ proportionate interest.
Three Months Ended March 31, 2021 | ||||
Redeemable Class A Ordinary Shares | ||||
Interest earned on cash and marketable securities held in Trust Account | $ | 253 | ||
Net income allocable to redeemable Class A ordinary shares | $ | 212 | ||
Basic and diluted weighted average redeemable Class A shares outstanding | 22,369,083 | |||
Basic and diluted net income per share | $ | 0.00 | ||
Non-redeemable Class A and Class B Ordinary Shares | ||||
Net loss | $ | (848,200 | ) | |
Less: Income attributable to ordinary shares subject to possible redemption | (212 | ) | ||
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Adjusted net loss | $ | (848,988 | ) | |
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Weighted average shares outstanding, basic and diluted | 6,598,160 | |||
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Basic and diluted net loss per ordinary share | $ | (0.13 | ) | |
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-9-
Three Months Ended September 30, 2021 | For the period from January 27, 2021 (inception) through September 30, 2021 | |||||||
Net income per share for Class A ordinary shares: | ||||||||
Net income | $ | 5,921,345 | $ | 7,114,076 | ||||
Less: Allocation of income to Class B ordinary shares | 1,184,269 | 1,700,813 | ||||||
Adjusted net income | $ | 4,737,076 | $ | 5,413,263 | ||||
Weighted average shares outstanding of Class A ordinary shares | 26,700,000 | 20,497,166 | ||||||
Basic and diluted net income per share, Class A ordinary shares | $ | 0.18 | $ | 0.26 | ||||
Net income per share for Class B ordinary shares: | ||||||||
Net income | $ | 5,921,345 | $ | 7,114,076 | ||||
Less: Allocation of income to Class A ordinary shares | 4,737,076 | 5,413,263 | ||||||
Adjusted net income | $ | 1,184,269 | $ | 1,700,813 | ||||
Weighted average shares outstanding of Class B ordinary shares | 6,675,000 | 6,440,081 | ||||||
Basic and diluted net income per share, Class B ordinary shares | $ | 0.18 | $ | 0.26 | ||||
Level 1 — | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | |
Level 2 — | Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. | |
Level 3 — | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Management
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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 Class A 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 initial shareholders or their affiliates, without taking into account any founder shares held by the initial shareholders 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, plus interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business
Combination
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The initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
the Sponsor of $12,580, at September 30, 2021.
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Preferred
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March 31, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
U.S. Money Market held in Trust Account | $ | 267,000,253 | $ | 267,000,253 | $ | — | $ | — | ||||||||
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Liabilities: | ||||||||||||||||
Public Warrants Liability | $ | 10,005,825 | $ | — | $ | — | $ | 10,005,825 | ||||||||
Private Placement Warrants Liability | 7,457,439 | — | — | 7,457,439 | ||||||||||||
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$ | 17,463,264 | $ | — | $ | — | $ | 17,463,264 | |||||||||
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September 30, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
U.S. Money Market held in Trust Account | $ | 267,008,413 | $ | 267,008,413 | $ | 0 | $ | 0 | ||||||||
Liabilities: | ||||||||||||||||
Public Warrants Liability | $ | 5,273,250 | $ | 5,273,250 | $ | 0 | $ | 0 | ||||||||
Private Placement Warrants Liability | 3,923,821 | 0 | 0 | 3,923,821 | ||||||||||||
$ | 9,197,071 | $ | 5,273,250 | $ | 0 | $ | 3,923,821 | |||||||||
Income.
During the period ended September 30, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification due to use of the observed trading price of the separated Public Warrants.
Fair Value at January 1, 2021 | $ | — | ||
Initial fair value of public and private warrants issued at IPO | 16,228,167 | |||
Initial fair value of public and private warrants issued at over-allotment option exercise | 982,514 | |||
Change in fair value of public and private warrants | 252,583 | |||
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Fair Value at March 31, 2021 | $ | 17,463,264 | ||
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Fair Value at January 1, 2021 | $ | — | ||
Initial fair value of public and private warrants issued at IPO | 16,228,167 | |||
Initial fair value of public and private warrants issued at over-allotment option exercise | 982,514 | |||
Change in fair value of public and private warrants | (1,925,548 | ) | ||
Transfer of public warrants to Level 1 | (8,811,000 | ) | ||
Fair Value at June 30, 2021 | 6,474,133 | |||
Change in fair value of private warrants | (2,550,312 | ) | ||
Fair Value at September 30, 2021 | $ | 3,923,821 | ||
Inputs | (Initial Measurement) March 25, 2021 | March 31, 2021 | ||||||
Risk-free interest rate | 1.08 | % | 1.18 | % | ||||
Expected term remaining (years) | 6.08 | 6.06 | ||||||
Expected volatility | 24.4 | % | 24.4 | % | ||||
Share price | $ | 9.632 | $ | 9.636 |
Inputs | (Initial Measurement) March 25, 2021 | September 30, 2021 | ||||||
Risk-free interest rate | 1.08 | % | 1.15 | % | ||||
Expected term remaining (years) | 6.08 | 6.00 | ||||||
Expected volatility | 24.4 | % | 13.60 | % | ||||
Share price | $ | 9.632 | $ | 9.77 |
On May 6, 2021, the Sponsor forfeited 512,500 founder shares for no consideration as a result
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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Obligations
lease obligations.
estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates.
We account for our
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shares.
Management
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
restatement of certain our previously issued financial statements to reflect the reclassification of our redeemable Class A ordinary shares, as described below.
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ITEM 1. | LEGAL PROCEEDINGS. |
ITEM 1A. | RISK FACTORS. |
Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
ASC 815 provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings (loss) in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities. In addition, potential targets may seek a special purpose acquisition company that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination.
Following the SEC Statement, and after consultation with our independent registered public accounting firm, our management and our audit committee concluded that,light of the SEC Statement, it was appropriate to restate our previously issued audited balance sheet as of February 4, 2021 to account for our warrants as liabilities measured at fair value, rather than equity securities. As a result of these events,this Quarterly Report, we have identified a material weakness in our internal control over financial reporting.reporting related to our evaluation and review of complex accounting standards for equity transactions, and we have restated certain of our previously issued financial statements in this Quarterly Report. As a result of this material weakness, our management has concluded that our disclosure controls and procedures were not effective as of September 30, 2021. See “Note 2—Restatement of Previously Issued Financial Statements” to our condensed financial statements and Part I,I., Item 44. “Controls and Procedures” ofin this Quarterly Report.evaluatetake steps to remediate the material weakness. If we identify any new material weaknessweaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and the price of our securities may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
On March 25, 2021, we consummated our Initial Public Offering of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share and one-fourth of one redeemable warrant to purchase one Class A ordinary share. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $250,000,000. We granted Citigroup Global Markets Inc., the underwriter in the Initial Public Offering (the “Underwriter”), a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any. On March 26, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,700,000 units (the “Over-Allotment Units”), which purchase settled on March 30, 2021, generating gross proceeds of $17,000,000. Simultaneously with the closing of the exercise of the over-allotment option, the Company completed the private sale (the “Private Placement”) of an aggregate of 226,666 warrants (the “Private Placement Warrants”) to our sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $340,000, which was used to pay the underwriting discount of 2% of the over-allotment gross proceeds.
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The securities sold in our Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-252913). The SEC declared the registration statement effective on March 22, 2021.
The Private Placement Warrants were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Private Placement Warrants are the same as the warrants underlying the Units sold in the Initial Public Offering, except that Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.
Of the gross proceeds received from the Initial Public Offering and the Private Placement Warrants, $267,000,000 was placed in the Trust Account.
Transaction costs of the Initial Public Offering (including the partial exercise of the underwriter’s over-allotment option) amounted to $15,188,496 consisting of $5,340,000 of underwriting discount, $9,345,000 of deferred underwriting discount, and $503,496 of other offering costs.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
ITEM 4. | MINE SAFETY DISCLOSURES. |
ITEM 5. | OTHER INFORMATION. |
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ITEM 6. | EXHIBITS. |
* | Filed herewith. |
** | Furnished. |
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ROCKET INTERNET GROWTH OPPORTUNITIES CORP. | ||||||
Date: | /s/ Soheil Mirpour | |||||
Name: | Soheil Mirpour | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) |
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