☒ | 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 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||||
Emerging growth company | ☒ |
Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 1 to the Quarterly Report onFor
included in the Company’s Quarterly Report on Form
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Item 4. | ||||||
Item 5. | ||||||
Item 6. | 22 | |||||
23 |
Item 1. | Financial Statements |
March 31, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 4,576 | $ | 30,103 | ||||
Prepaid expenses | 932,872 | 1,096,949 | ||||||
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Total current assets | 937,448 | 1,127,052 | ||||||
Investments held in Trust Account | 363,960,262 | 363,951,287 | ||||||
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Total assets | $ | 364,897,710 | $ | 365,078,339 | ||||
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Liabilities and Shareholders’ Equity | ||||||||
Liabilities | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 1,224,407 | $ | 58,206 | ||||
Accrued expenses | 37,750 | 98,579 | ||||||
Due to related party | 21,280 | — | ||||||
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Total current liabilities | 1,283,437 | 156,785 | ||||||
Deferred underwriting commissions | 12,738,075 | 12,738,075 | ||||||
Derivative warrant liabilities | 19,233,310 | 23,995,840 | ||||||
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Total liabilities | 33,254,822 | 36,890,700 | ||||||
Commitments and Contingencies (Note 5) | ||||||||
Class A ordinary shares; 32,664,288 and 32,318,763 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | 326,642,880 | 323,187,630 | ||||||
Shareholders’ Equity | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2021 and December 31, 2020 | — | — | ||||||
Class A ordinary shares, $0.0001 par value; 950,000,000 shares authorized; 3,730,212 and 4,075,737 shares issued and outstanding (excluding 32,664,288 and 32,318,763 shares subject to possible redemption) at March 31, 2021 and December 31, 2020 | 373 | 408 | ||||||
Class B ordinary shares, $0.0001 par value; 95,000,000 shares authorized; 9,098,625 shares issued and outstanding at March 31, 2021 and December 31, 2020 | 910 | 910 | ||||||
Additional paid-in capital | 11,186,032 | 14,641,247 | ||||||
Accumulated deficit | (6,187,307 | ) | (9,642,556 | ) | ||||
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Total shareholders’ equity | 5,000,008 | 5,000,009 | ||||||
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Total Liabilities and Shareholders’ Equity | $ | 364,897,710 | $ | 365,078,339 | ||||
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September 30, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
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 | ||||
FOR THE THREE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)
General and administrative expenses | $ | 1,286,256 | ||
Administrative expenses - related party | 30,000 | |||
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Loss from operations | (1,316,256 | ) | ||
Other income | ||||
Change in fair value of derivative warrant liabilities | 4,762,530 | |||
Net gain from investments held in Trust Account | 8,975 | |||
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Net income | $ | 3,455,249 | ||
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Basic and diluted weighted average shares outstanding of Class A ordinary shares | 36,394,500 | |||
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Basic and diluted net income per share, Class A ordinary shares | $ | 0.00 | ||
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Basic and diluted weighted average shares outstanding of Class B ordinary shares | 9,098,625 | |||
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Basic and diluted net income per share, Class B ordinary shares | $ | 0.38 | ||
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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 ordinary shares | 36,394,500 | 36,394,500 | 0 | |||||||||
Basic and diluted net income (loss) per share, Class A ordinary shares | $ | 0.17 | $ | 0.20 | $ | 0.00 | ||||||
Weighted average shares outstanding of Class B 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 | ||||||
(UNAUDITED)
Ordinary Shares | Additional Paid-in Capital | Total Shareholders’ Equity | ||||||||||||||||||||||||||
Class A | Class B | Accumulated Deficit | ||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance - December 31, 2020 | 4,075,737 | $ | 408 | 9,098,625 | $ | 910 | $ | 14,641,247 | $ | (9,642,556 | ) | $ | 5,000,009 | |||||||||||||||
Change in Class A shares subject to possible redemption | (345,525 | ) | (35 | ) | — | — | (3,455,215 | ) | — | (3,455,250 | ) | |||||||||||||||||
Net income | — | — | — | — | — | 3,455,249 | 3,455,249 | |||||||||||||||||||||
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Balance - March 31, 2021 | 3,730,212 | $ | 373 | 9,098,625 | $ | 910 | $ | 11,186,032 | $ | (6,187,307 | ) | $ | 5,000,008 | |||||||||||||||
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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 | ) | |||||||||
Ordinary Shares | ||||||||||||||||||||
Class B | ||||||||||||||||||||
Shares | Amount | Additional In Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||
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 | ) | |||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2021
Cash Flows from Operating Activities: | ||||
Net income | $ | 3,455,249 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Net gain from investments held in Trust Account | (8,975 | ) | ||
Change in fair value of derivative warrant liabilities | (4,762,530 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 164,077 | |||
Accounts payable | 1,166,201 | |||
Accrued expenses | (60,829 | ) | ||
Due to related party | 21,280 | |||
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Net cash used in operating activities | (25,527 | ) | ||
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Net change in cash | (25,527 | ) | ||
Cash - beginning of the period | 30,103 | |||
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Cash - end of the period | $ | 4,576 | ||
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Supplemental disclosure of noncash investing and financing activities: | ||||
Change in value of Class A ordinary shares subject to possible redemption | $ | 3,455,250 | ||
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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 | |||||
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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). The4)5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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 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 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.
As of March 31, 2021, the Company had approximately $5,000 in its operating bank accounts and working deficit of approximately $346,000. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.
Through March 31, 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 4), the loan under the Note of approximately $237,000 (see Note 4), 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 4). As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans.
The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements.
Based on the foregoing, management believes that the Company will have sufficient working capitalliquidity condition and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation ofmandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or one year from this filing. Over this time period,liabilities should the Company will be using these funds 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 businessrequired to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
As of March 31, 2021 | ||||||||||||
Condensed Balance Sheet | As Previously Reported | Restatement Adjustment | As Restated | |||||||||
Class A ordinary shares subject to possible redemption | $ | 326,642,880 | $ | 37,302,120 | $ | 363,945,000 | ||||||
Shareholders’ Equity | ||||||||||||
Class A ordinary shares, $0.0001 par value | $ | 373 | $ | (373 | ) | $ | — | |||||
Class B ordinary shares, $0.0001 par value | $ | 910 | $ | — | $ | 910 | ||||||
Additional paid-in capital | $ | 11,186,032 | $ | (11,186,032 | ) | $ | — | |||||
Accumulated deficit | $ | (6,187,307 | ) | $ | (26,115,715 | ) | $ | (32,303,022 | ) |
Three Months Ended March 31, 2021 | ||||||||||||
Condensed Statement of Operations | As Previously Reported | Restatement Adjustment | As Restated | |||||||||
Weighted average shares outstanding of Class A ordinary shares | 36,394,500 | — | 36,394,500 | |||||||||
Basic and diluted net income per ordinary share, Class A | $ | — | $ | 0.08 | $ | 0.08 | ||||||
Weighted average shares outstanding of Class B ordinary shares | 9,098,625 | — | 9,098,625 | |||||||||
Basic and diluted net loss per ordinary share, Class B | $ | 0.38 | $ | (0.30 | ) | $ | 0.08 |
As of June 30, 2021 | ||||||||||||
Condensed Balance Sheet | As Previously Reported | Restatement Adjustment | As Restated | |||||||||
Class A ordinary shares subject to possible redemption | $ | 324,423,570 | $ | 39,521,430 | $ | 363,945,000 | ||||||
Shareholders’ equity (deficit) | ||||||||||||
Class A ordinary shares, $0.0001 par value | $ | 395 | $ | (395 | ) | $ | — | |||||
Class B ordinary shares, $0.0001 par value | $ | 910 | $ | — | $ | 910 | ||||||
Additional paid-in capital | $ | 13,405,320 | $ | (13,405,320 | ) | $ | — | |||||
Accumulated deficit | $ | (8,406,622 | ) | $ | (26,115,715 | ) | $ | (34,522,337 | ) |
Three Months Ended June 30, 2021 | ||||||||||||
Condensed Statement of Operations | As Previously Reported | Restatement Adjustment | As Restated | |||||||||
Weighted average shares outstanding of Class A ordinary shares | 36,394,500 | — | 36,394,500 | |||||||||
Basic and diluted net loss per ordinary share, Class A | $ | — | $ | (0.05 | ) | $ | (0.05 | ) | ||||
Weighted average shares outstanding of Class B ordinary shares | 9,098,625 | — | 9,098,625 | |||||||||
Basic and diluted net loss per ordinary share, Class B | $ | (0.24 | ) | $ | 0.19 | $ | (0.05 | ) |
Six Months Ended June 30, 2021 | ||||||||||||
Condensed Statement of Operations | As Previously Reported | Restatement Adjustment | As Restated | |||||||||
Weighted average shares outstanding of Class A ordinary shares | 36,394,500 | — | 36,394,500 | |||||||||
Basic and diluted net income per ordinary share, Class A | $ | — | $ | 0.03 | $ | 0.03 | ||||||
Weighted average shares outstanding of Class B ordinary shares | 9,098,625 | — | 9,098,625 | |||||||||
Basic and diluted net loss per ordinary share, Class B | $ | 0.13 | $ | (0.10 | ) | $ | 0.03 |
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
sheets, except for derivate warrant liabilities (see Note 8).
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Offering 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 asstatementcondensed statements of operations. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering.
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.
Recent
statements.
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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
As of March 31,September 30, 2021, there is an outstanding balance of $21,280 due tothe related party for certain reimbursable expenses and other expenses paid onnote is no longer available to the Company’s behalf.
Company.
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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
H.I.G. ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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 CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
March 31,
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 | $ | 363,960,262 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities - Public | $ | 12,738,080 | $ | — | $ | — | ||||||
Derivative warrant liabilities - Private | $ | — | $ | 6,495,230 | $ | — |
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 | $ | — |
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 | $ | — |
nine months ended September 30, 2021.
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
$1,312,053. Further, we have incurred and expects to continue to incur significant costs in pursuit of our acquisition plans.
Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate
Our unaudited condensed consolidated statement
Recent
statements.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 4. | Controls and Procedures |
Reporting” and elsewhere in this Quarterly Report. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report March 31,September 30, 2021, as such term is defined in Rulesthattheir evaluation, our management, including our principal executive officer and in light of the SEC Staff Statement, our warrants as liabilities,principal financial and accounting officer, concluded that our disclosure controls and procedures (as defined in RulesMarch 31,September 30, 2021, due solely to our inability to apply the nuances of the complex accounting standards relating to financial instruments that apply to our financial statements and preparation of financial statements in accordance with GAAP, which resulted in the material weakness in our internal control over financial reporting described below in “Changes in Internal Control Over Financial Reporting.”on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flowscashflows for the period presented.overOver Financial ReportingTherethree months ended March 31, 2021 covered by this Quarterly Report on Form 10-Qmost recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Due solely to the events that led to our restatement of our financial statements in our annual report on Form 10-K, as amended, management has identified a material weakness in internal controls related to the accounting for warrants issued in connection with our initial public offering, as described in Note 2 to the Notes to our financial statements in our annual report on Form 10-K, as amended. In light of the restatement of our original financial statements included in our annual report on Form 10-K, as amended, we plan to enhance 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. Our plans at this time include 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 elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 3. | Defaults upon Senior Securities |
Item 4. | Mine Safety Disclosures. |
Item 5. | Other Information. |
Item 6. | Exhibits. |
* | These 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 amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
Dated: | H.I.G. ACQUISITION CORP. | |||||||
By: | /s/ | |||||||
Name: | ||||||||
Title: | Chief |
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