☒ | 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 |
file number: File Number:
+1-312-701-1777
Title of each class | Trading Symbol(s) |
| ||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant | VPCBU | The Nasdaq Stock Market LLC | ||
Class A ordinary shares, par value $0.0001 | VPCB | The Nasdaq Stock Market LLC | ||
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | VPCBW | The Nasdaq Stock Market LLC |
☐
Large, accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
PART I - FINANCIAL INFORMATION
Statements
MARCH 31, 2021
(UNAUDITED)
ASSETS | ||||
Current assets | ||||
Cash | $ | 814,218 | ||
Prepaid expenses and other current assets | 1,253,606 | |||
|
| |||
Total Current Assets | 2,067,824 | |||
Marketable securities held in Trust Account | 255,788,380 | |||
|
| |||
TOTAL ASSETS | $ | 257,856,204 | ||
|
| |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
Current liabilities – accrued expense and offering costs | $ | 95,339 | ||
Warrant liability | 18,986,103 | |||
Deferred underwriting fee payable | 8,952,463 | |||
|
| |||
TOTAL LIABILITIES | 28,033,905 | |||
|
| |||
Commitments and Contingencies | ||||
Class A ordinary shares subject to possible redemption 22,482,229 shares at $10.00 per share redemption value | 224,822,290 | |||
Shareholders’ Equity | ||||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | — | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,096,237 shares issued and outstanding (excluding 22,482,229 shares subject to possible redemption) | 310 | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,394,617 shares issued and outstanding(1) | 639 | |||
Additional paid-in capital | 6,609,157 | |||
Accumulated deficit | (1,610,097 | ) | ||
|
| |||
Total Shareholders’ Equity | 5,000,009 | |||
|
| |||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 257,856,204 | ||
|
|
March 31, 2022 | December 31, 2021 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets | �� | |||||||
Cash | $ | 327,260 | $ | 449,338 | ||||
Prepaid expenses | 632,450 | 749,808 | ||||||
Total Current Assets | 959,710 | 1,199,146 | ||||||
Investment held in Trust Account | 255,830,678 | 255,806,358 | ||||||
TOTAL ASSETS | $ | 256,790,388 | $ | 257,005,504 | ||||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | ||||||||
Current liabilities – accrued expense | $ | 3,869,140 | $ | 3,005,751 | ||||
Warrant liabilities | 6,468,153 | 15,175,741 | ||||||
Deferred underwriting fee payable | 8,952,463 | 8,952,463 | ||||||
Total Liabilities | 19,289,756 | 27,133,955 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption 25,578,466 shares at $10.00 per share redemption value as of March 31, 2022 and December 31, 2021 | 255,784,660 | 255,784,660 | ||||||
Shareholder’s Deficit | ||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; 0ne issued and outstanding | 0 | 0 | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized at March 31, 2022 and December 31, 2021 | 0 | 0 | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,394,617 shares issued and outstanding (1) at March 31, 2022 and December 31, 2021 | 639 | 639 | ||||||
Additional paid-in capital | 0 | 0 | ||||||
Accumulated deficit | (18,284,667 | ) | (25,913,750 | ) | ||||
Total Shareholder’s Deficit | (18,284,028 | ) | (25,913,111 | ) | ||||
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | $ | 256,790,388 | $ | 257,005,504 | ||||
(1) | In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option on March 9, 2021, 74,133 Founder Shares were forfeited and 769,617 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,394,617 Founder Shares outstanding at March 31, |
FOR THE PERIOD FROM JANUARY 13, 2021 (INCEPTION) THROUGH MARCH 31, 2021
Formation and operational costs | $ | 131,660 | ||
|
| |||
Loss from operations | (131,660 | ) | ||
|
| |||
Other income (expense): | ||||
Changes in fair value of warrant liability | (872,184 | ) | ||
Transaction costs incurred in connection with warrant liability | (609,973 | ) | ||
Interest earned on marketable securities held in Trust Account | 3,720 | |||
|
| |||
Other loss, net | (1,478,437 | ) | ||
Net loss | $ | (1,610,097 | ) | |
|
| |||
Weighted average shares outstanding, Class A redeemable ordinary shares | 25,578,466 | |||
|
| |||
Basic and diluted net income per share, Class A redeemable ordinary shares | $ | 0.00 | ||
|
| |||
Weighted average shares outstanding, Class B non-redeemable ordinary shares (1) | 5,857,910 | |||
|
| |||
Basic and diluted net loss per share, Class B non-redeemable ordinary shares | $ | (0.28 | ) | |
|
|
|
Three Months Ended March 31, | For The Period from January 13, 2021 (Inception) Through March 31, | |||||||
2022 | 2021 | |||||||
General and administrative expenses | $ | 1,102,825 | $ | 131,660 | ||||
Loss from operations | (1,102,825 | ) | (131,660 | ) | ||||
Other income (expenses): | ||||||||
Changes in fair value of warrant liabilities | 8,707,588 | (872,184 | ) | |||||
Transaction costs incurred in connection with warrant liabilities | 0 | (609,973 | ) | |||||
Interest earned on investments held in Trust Account | 24,320 | 3,720 | ||||||
Total other income (expenses) | 8,731,908 | (1,478,437 | ) | |||||
Net income (loss) | $ | 7,629,083 | $ | (1,610,097 | ) | |||
Weighted average shares outstanding, Class A ordinary shares | 25,578,466 | 7,404,293 | ||||||
Basic and diluted net income (loss) per share, Class A | $ | 0.24 | $ | (0.12 | ) | |||
Weighted average shares outstanding, Class B ordinary shares | 6,394,617 | 5,847,784 | ||||||
Basic and diluted net income (loss) per share, Class B | $ | 0.24 | $ | (0.12 | ) | |||
FOR DEFICIT
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance — January 1, 2022 | 0 | $ | 0 | 6,394,617 | $ | 639 | $ | 0 | $ | (25,913,750 | ) | $ | (25,913,111 | ) | ||||||||||||||
Net income | — | — | — | — | — | 7,629,083 | 7,629,083 | |||||||||||||||||||||
Balance – March 31, 2022 (unaudited ) | 0 | $ | 0 | 6,394,617 | $ | 639 | $ | 0 | $ | (18,284,667 | ) | $ | (18,284,028 | ) | ||||||||||||||
(UNAUDITED)
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance — January 13, 2021 | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor(1) | — | — | 6,468,750 | 647 | 24,353 | — | 25,000 | |||||||||||||||||||||
Sale of 25,578,466 Units, net of underwriting discounts, fair value of public warrants and offering expenses | 25,578,466 | 2,558 | — | — | 231,404,838 | — | 231,407,396 | |||||||||||||||||||||
Forfeiture of Founder Shares | — | — | (74,133 | ) | (8 | ) | 8 | — | — | |||||||||||||||||||
Ordinary shares subject to possible redemption | (22,482,229 | ) | (2,248 | ) | — | — | (224,820,042 | ) | — | (224,822,290 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (1,610,097 | ) | (1,610,097 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance – March 31, 2021 | 3,096,237 | $ | 310 | 6,394,617 | $ | 639 | $ | 6,609,157 | $(1,610,097) | $ | 5,000,009 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance — January 13, 2021 (inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | 0 | 0 | 6,468,750 | 647 | 24,353 | 0 | 25,000 | |||||||||||||||||||||
Forfeiture of Founder Shares | 0 | 0 | (74,133 | ) | (8 | ) | 0 | 0 | (8 | ) | ||||||||||||||||||
Accretion for Class A ordinary shares to redemption amount | — | — | — | — | (24,353 | ) | (24,352,903 | ) | (24,377,256 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (1,610,097 | ) | (1,610,097 | ) | |||||||||||||||||||
Balance – March 31, 2021 (unaudited ) | 0 | $ | 0 | 6,394,617 | $ | 639 | $ | 0 | $ | (25,963,000 | ) | $ | (25,962,361 | ) | ||||||||||||||
FOR THE PERIOD FROM JANUARY 13, 2021 (INCEPTION) THROUGH MARCH 31, 2021
Cash Flows from Operating Activities: | ||||
Net loss | $ | (1,610,097 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Formation cost paid by Sponsor in exchange for issuance of founder shares | 5,000 | |||
Interest earned on marketable securities held in Trust Account | (3,720 | ) | ||
Changes in fair value of warrant liability | 872,184 | |||
Transaction costs incurred in connection with warrants | 609,973 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (1,253,606 | ) | ||
Accrued expenses | 70,939 | |||
|
| |||
Net cash used in operating activities | (1,309,327 | ) | ||
|
| |||
Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | (255,784,660 | ) | ||
|
| |||
Net cash used in investing activities | (255,784,660 | ) | ||
|
| |||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 250,668,967 | |||
Proceeds from sale of Private Placements Warrants | 7,690,693 | |||
Repayment of promissory note - related party | (93,142 | ) | ||
Payment of offering costs | (358,313 | ) | ||
|
| |||
Net cash provided by financing activities | 257,908,205 | |||
|
| |||
Net Change in Cash | 814,218 | |||
Cash - Beginning of period | — | |||
|
| |||
Cash - End of period | $ | 814,218 | ||
|
| |||
Non-cash investing and financing activities: | ||||
Offering costs included in accrued offering costs | $ | 24,400 | ||
|
| |||
Offering costs paid by Sponsor in exchange for issuance of founder shares | $ | 20,000 | ||
|
| |||
Offering costs paid through promissory note | $ | 93,142 | ||
|
| |||
Initial classification of Class A ordinary shares subject to possible redemption | $ | 224,433,090 | ||
|
| |||
Change in value of Class A ordinary shares subject to possible redemption | $ | 389,200 | ||
|
| |||
Deferred underwriting fee payable | $ | 8,952,463 | ||
|
|
Three Months Ended March 31, | The Period from January 13, 2021 (inception) through March 31, | |||||||
2022 | 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 7,629,083 | $ | (1,610,097 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Formation cost paid by Sponsor in exchange for issuance of founder shares | 0 | 5,000 | ||||||
Interest earned on investments held in Trust Account | (24,320 | ) | (3,720 | ) | ||||
Changes in fair value of warrant liabilities | (8,707,588 | ) | 872,184 | |||||
Transaction costs incurred in connection with warrants | 0 | 609,973 | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 117,358 | (1,253,606 | ) | |||||
Accrued expenses | 863,389 | 70,939 | ||||||
Net cash used in operating activities | (122,078 | ) | (1,309,327 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Investment of cash into Trust Account | 0 | (255,784,660 | ) | |||||
Net cash used in investing activities | 0 | (255,784,660 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 250,668,967 | ||||||
Proceeds from sale of Private Placements Warrants | 0 | 7,690,693 | ||||||
Repayment of promissory note—related party | 0 | (93,142 | ) | |||||
Payment of offering costs | 0 | (358,313 | ) | |||||
Net cash provided by financing activities | 0 | 257,908,205 | ||||||
Net Change in Cash | (122,078 | ) | 814,218 | |||||
Cash – Beginning of period | 449,338 | — | ||||||
Cash – End of period | $ | 327,260 | $ | 814,218 | ||||
Non-Cash investing and financing activities: | ||||||||
Offering costs included in accrued offering costs | $ | 0 | $ | 24,400 | ||||
Offering costs paid by Sponsor in exchange for issuance of founder shares | $ | 0 | $ | 20,000 | ||||
Offering costs paid through promissory note | $ | 0 | $ | 93,142 | ||||
Deferred underwriting fee payable | $ | 0 | $ | 8,952,463 | ||||
2022
of the same date.
The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general 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 approvalpursuit of a Business Combination or conduct a tender offerCombination. The Company cannot provide any assurance that new financing will be made by the Company, solely in its discretion. The Public Shareholders will be entitledavailable to redeem their Public Shares, equal to the aggregate amount thenit on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
The Company will proceed with a Business Combination onlycommercially acceptable terms, if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 Public Shares without the Company’s prior written consent.
VPC IMPACT ACQUISITION HOLDINGS II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
The Sponsor and certain of the Company’s officers and directors (the “initial shareholders”) have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in
The Company will havehas until March 9, 2023 to consummate a Business Combination (the “Combination Period”). However, ifCombination. It is uncertain that the Company has not completedwill be able to consummate 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 100% of 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 and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to completethis time. If a Business Combination withinis not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Combination Period.
The initial shareholders have agreed to waive their rights to liquidating distributions fromCompany. Management has determined that the Trust Account with respect to the Founder Shares if the Company fails to completeliquidity condition and mandatory liquidation, should a Business Combination withinnot occur, and potential subsequent dissolution raises substantial doubt about the Combination Period. However, ifCompany’s ability to continue as a going concern. No adjustments have been made to the initial shareholders acquire Public Shares, incarrying amounts of assets or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account ifliabilities should the Company failsbe required to liquidate after March 9, 2023. The Company intends to complete aits Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) 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 redemptionadvance of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
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 (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of themandatory liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as 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”). 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.
date.
VPC IMPACT ACQUISITION HOLDINGS II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
The Company accountsLiabilities
VPC IMPACT ACQUISITION HOLDINGS II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 9).
sheets.
Gross proceeds | $ | 255,784,660 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (10,423,226 | ) | ||
Class A ordinary shares issuance costs | (13,954,038 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 24,377,264 | |||
Class A ordinary shares subject to possible redemption | $ | 255,784,660 | ||
The Company’s statement of operations includes a presentation of loss per share forare exercisable to purchase 11,521,746 Class A ordinary shares subject to possible redemption in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a manner similar to the two-class method ofresult, diluted net loss per share. Net income per ordinary share is the same as basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Netnet loss per share, basic and diluted, for Class A and Class B non-redeemableordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class A and Class B non-redeemable ordinary shares outstandingshare for the period. Class A and Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.
periods presented.
For the Period from January 13, 2021 (Inception) through March 31, 2021 | ||||
Redeemable Class A Ordinary Shares | ||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income | $ | 3,720 | ||
|
| |||
Net Earnings | $ | 3,720 | ||
Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted | 25,578,466 | |||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ | 0.00 | ||
Non-Redeemable Class B Ordinary Shares | ||||
Numerator: Net Loss minus Redeemable Net Earnings | ||||
Net Loss | $ | (1,610,097 | ) | |
Redeemable Net Earnings | (3,720 | ) | ||
|
| |||
Non-Redeemable Net Loss | $ | (1,613,817 | ) | |
Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares | ||||
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | 5,857,910 | |||
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ | (0.28 | ) |
VPC IMPACT ACQUISITION HOLDINGS II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
Three Months Ended March 31, 2022 | For the Period from January 13, 2021 (inception) through March 31, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income (loss) per ordinary share | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income (loss), as adjusted | $ | 6,103,266 | $ | 1,525,817 | $ | (899,605 | ) | $ | (710,492 | ) | ||||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average shares outstanding | 25,578,466 | 6,394,617 | 7,404,293 | 5,847,784 | ||||||||||||
Basic and diluted net income (loss) per ordinary share | $ | 0.24 | $ | 0.24 | $ | (0.12 | ) | $ | (0.12 | ) | ||||||
accounts.
nature, except for warrant liabilities (see Note 9). At December 31, 2021, assets held in the Trust Account were comprised of $255,806,358 in money market funds which are invested primarily in U.S. Treasury Securities and presented at fair value. During the period from January 13, 2021 (Inception) through December 31, 2021, the Company did not withdraw any interest income from the Trust Account.
NOTE 2A — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT
The Company previously accounted for its outstanding Public Warrants (as defined in Note 3) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”)flows, if adopted.
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”).
In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary shares. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s ordinary shares if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.
In accordance with ASC Topic 340, Other Assets and Deferred Costs, as a result of the classification of the warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and Class A ordinary shares included in the Units.
As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of March 9, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.
The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have anymaterial effect on the Company’s previously reported investments held in trust or cash.
As Previously Reported | Restatement | As Restated | ||||||||||
Balance sheet as of March 9, 2021 (audited) | ||||||||||||
Total Liabilities | $ | 8,976,863 | $ | 19,498,244 | $ | 28,475,107 | ||||||
Class A Ordinary Shares Subject to Possible Redemption | 243,931,340 | (19,498,244 | ) | 224,433,096 | ||||||||
Class A Ordinary Shares | 119 | 195 | 314 | |||||||||
Additional Paid-in Capital | 5,004,244 | 1,994,103 | 6,998,347 | |||||||||
Accumulated Deficit | (4,999 | ) | (1,994,298 | ) | (1,999,297 | ) | ||||||
Number of Class A Ordinary Shares Subject to Possible Redemption | 24,393,134 | (1,949,824 | ) | 22,443,310 |
VPC IMPACT ACQUISITION HOLDINGS II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
Borrowings under the Promissory Note are no longer available.
Class
VPC IMPACT ACQUISITION HOLDINGS II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
LIABILITIES
if, and only if, the closing price
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
VPC IMPACT ACQUISITION HOLDINGS II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
if, and only if, the closing price of the 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 the Company send the notice of redemption of the warrant holders; and
• | if, and only if, the closing price of the 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 the Company send the notice of redemption of the warrant holders; and |
At March 31, 2021, there were 5,127,129 Private Placement Warrants outstanding.
VPC IMPACT ACQUISITION HOLDINGS II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
Description | Level | March 31, 2021 | ||||
Assets: | ||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | 1 | $ | 255,788,380 | |||
Liabilities: | ||||||
Warrant liability – Public Warrants | 1 | $ | 10,167,441 | |||
Warrant liability – Private Placement Warrants | 3 | 8,812,662 |
Description | Level | March 31, 2022 | December 31, 2021 | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | 1 | $ | 255,830,678 | $ | 255,806,358 |
Liabilities: | ||||||||||||
Warrant liability- Public Warrants | 1 | $ | 2,020,699 | $ | 6,330,670 | |||||||
Warrant liability- Private Placement Warrants | 3 | $ | 4,447,454 | $ | 8,845,071 |
2022.
January 12, 2021 (Initial Measurement) | March 31, 2021 | |||||||||||
Input | Public Warrants | Private Warrants | Private Warrants | |||||||||
Stock Price | $ | 10.00 | $ | 9.59 | $ | 9.46 | ||||||
Exercise Price | $ | 11.50 | $ | 11.50 | $ | 11.50 | ||||||
Volatility | 26.9 | % | 26.0 | % | 26.0 | % | ||||||
Term (years) | 5.00 | 5.00 | 5.00 | |||||||||
Dividend Yield | 0.00 | 0.00 | % | 0.00 | % | |||||||
Risk Free Rate | 1.21 | % | 1.21 | % | 1.34 | % |
March 31, 2022 | December 31, 2021 | |||||||
Input | Private Warrants | Private Warrants | ||||||
Share Price | $ | 9.78 | $ | 9.82 | ||||
Exercise Price | $ | 11.50 | $ | 11.50 | ||||
Volatility | 12.0 | % | 24.0 | % | ||||
Term (years) | 5.00 | 5.00 | ||||||
Dividend Yield | 0.00 | % | 0.00 | % | ||||
Risk Free Rate | 2.42 | % | 1.26 | % |
Private Placement(1) | Public | Warrant Liabilities | ||||||||||
Fair value as of January 13, 2021 (inception) | $ | — | $ | — | $ | — | ||||||
Initial measurement on March 9, 2021 | 9,075,018 | 10,423,226 | 19,498,244 | |||||||||
Change in valuation inputs or other assumptions | (256,356 | ) | (255,785 | ) | (512,141 | ) | ||||||
|
|
|
|
|
| |||||||
Fair value as of March 31, 2021 | $ | 8,818,662 | $ | 10,167,441 | $ | 18,986,103 | ||||||
|
|
|
|
|
|
|
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of December 31, 2021 | $ | 8,845,071 | $ | 0 | $ | 8,845,071 | ||||||
Change in fair value | (4,397,617 | ) | 0 | (4,397,617 | ) | |||||||
Fair value as of March 31, 2022 | $ | 4,447,454 | $ | 0 | $ | 4,447,454 | ||||||
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of January 13, 2021 (inception) | $ | 0 | $ | 0 | $ | 0 | ||||||
Initial measurement on March 9, 2021 | 9,075,018 | 10,423,226 | 19,498,244 | |||||||||
Change in valuation inputs or other assumptions | (256,356 | ) | (255,785 | ) | (512,141 | ) | ||||||
Transfer to Level 1 | 0 | (10,167,441 | ) | (10,167,441 | ) | |||||||
Fair value as of March 31, 2021 | $ | 8,818,662 | $ | 0 | $ | 8,818,662 | ||||||
operating activities.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
and Estimates
policies and estimates:
Liabilities
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equitydeficit section of our condensed balance sheets.
We apply
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
Under
There was no change
intended effects.
Our warrantsfollowing:
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). Specifically, the SEC Staff Statement focused on certain settlement terms and provisions relatedfailure to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Staff Statement, we reevaluated the accounting treatment of our 6,394,617 public warrants and 5,127,129 private placement warrants, each as of March 31, 2021, and determined to classify the warrants as derivative liabilities measured at fair value,comply with changes in fair value each period reported in earnings.
As a result, included on our consolidated balance sheet as of March 31, 2021 contained elsewhere in this Quarterly Report are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gainany laws or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our consolidated financial statements and results of operationsregulations, 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.
We have identified a material weakness in our internal control over financial reporting as of March 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business, including our ability to negotiate and operating results.
Following this issuancecomplete our initial Business Combination, and results of theoperations.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will notapplicable laws and regulations may be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may bedifficult, time consuming and costlycostly. A failure to comply with applicable laws or regulations, as interpreted and there is no assurance that these initiatives will ultimately have the intended effects. If we identify any new material weaknesses 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 our stock price 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.
We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.
Following the issuance of the SEC Staff Statement, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that it was appropriate to restate our previously issued audited balance sheet as of March 9, 2021. See “—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As part of the restatement, we identified a material weakness in our internal controls over financial reporting.
As a result of such material weakness, the Restatement, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Quarterly Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not,applied, could have a material adverse effect on our business, results of operations and financial condition orincluding our ability to negotiate and complete our initial Business Combination, and results of operations. In addition, those laws and regulations and their interpretation and application may change from time to time, including as a result of changes in economic, political, social and government policies, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.
32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
101.INS* | Inline XBRL Instance Document | ||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | ||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Filed herewith. |
Furnished herewith. |
VPC IMPACT ACQUISITION HOLDINGS II | ||||||
Date: May | By: | /s/ Gordon Watson | ||||
Name: | Gordon Watson | |||||
Title: |
| |||||
Date: May | By: | /s/ Carly Altieri | ||||
Name: | Carly Altieri | |||||
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) |
19