☒ | 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 |
Title of each class | Trading Symbols |
| ||
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant | HIIIU | The Nasdaq Stock Market LLC | ||
Class A common stock, par value $0.0001 per share | HIII | The Nasdaq Stock Market LLC | ||
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | HIIIW | The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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March 31, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 916,136 | $ | 185 | ||||
Prepaid expenses | 564,944 | — | ||||||
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Total Current Assets | 1,481,080 | 185 | ||||||
Deferred offering costs | — | 300,450 | ||||||
FPA derivative asset | 68,800 | — | ||||||
Marketable securities held in Trust Account | 600,015,014 | — | ||||||
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TOTAL ASSETS | $ | 601,564,984 | $ | 300,635 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued expenses | $ | 338,218 | $ | 1,253 | ||||
Accrued offering costs | 25,000 | 250,000 | ||||||
Promissory note – related party | 8,483 | 25,650 | ||||||
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Total Current Liabilities | 371,701 | 276,903 | ||||||
Warrant liability | 27,774,401 | — | ||||||
Deferred underwriting fee payable | 21,000,000 | — | ||||||
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Total Liabilities | 49,146,102 | 276,903 | ||||||
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Commitments and Contingencies | ||||||||
Class A common stock subject to possible redemption 54,741,888 and no shares at redemption value as of March 31, 2021 and December 31, 2020, respectively | 547,418,880 | — | ||||||
Stockholders’ Equity | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding | — | — | ||||||
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 5,258,112 and no shares issued and outstanding (excluding 54,741,888 and no shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively | 526 | — | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 15,000,000 and 15,093,750 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 1,500 | 1,509 | ||||||
Additional paid-in capital | 6,087,575 | 23,491 | ||||||
Accumulated deficit | (1,089,599 | ) | (1,268 | ) | ||||
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Total Stockholders’ Equity | 5,000,002 | 23,732 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 601,564,984 | $ | 300,635 | ||||
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June 30, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 829,369 | $ | 185 | ||||
Prepaid expenses | 449,704 | 0 | ||||||
Total Current Assets | 1,279,073 | 185 | ||||||
Deferred offering costs | 0 | 300,450 | ||||||
FPA derivative asset | 13,000 | 0 | ||||||
Investments held in Trust Account | 600,060,416 | 0 | ||||||
TOTAL ASSETS | $ | 601,352,489 | $ | 300,635 | ||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | ||||||||
Current liabilities | ||||||||
Accrued expenses | $ | 412,963 | $ | 1,253 | ||||
Accrued offering costs | 25,000 | 250,000 | ||||||
Promissory note – related party | 8,483 | 25,650 | ||||||
Total Current Liabilities | 446,446 | 276,903 | ||||||
Warrant liabilities | 24,008,588 | 0 | ||||||
Deferred underwriting fee payable | 21,000,000 | 0 | ||||||
Total Liabilities | 45,455,034 | 276,903 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A common stock subject to possible redemption 60,000,000 and 0 shares at redemption value of $10.00 as ofJune 30, 2021 and December 31, 2020, respectively | 600,000,000 | 0 | ||||||
Stockholders’ (Deficit) Equity | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued or outstanding | 0 | 0 | ||||||
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 0 shares issued and outstanding (excluding 60,000,000 and no shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively | 0 | 0 | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 15,000,000 and 15,093,750 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 1,500 | 1,509 | ||||||
Additional paid-in capital | 0 | 23,491 | ||||||
Accumulated deficit | (44,104,045 | ) | (1,268 | ) | ||||
Total Stockholders’ (Deficit) Equity | (44,102,545 | ) | 23,732 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | $ | 601,352,489 | $ | 300,635 | ||||
FOR THE THREE MONTHS ENDED MARCH 31, 2021
Operation and formation costs | $ | 1,299,835 | ||
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Loss from operations | (1,299,835 | ) | ||
Other income (expense): | ||||
Interest earned on marketable securities held in Trust Account | 15,104 | |||
Change in fair value of warrant liability | 196,400 | |||
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Loss before income taxes | (1,088,331 | ) | ||
Provision for income taxes | — | |||
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Net loss | $ | (1,088,331 | ) | |
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Weighted average shares outstanding of Class A redeemable common stock | 60,000,000 | |||
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Basic and diluted income per share, Class A redeemable common stock | $ | 0.00 | ||
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Weighted average shares outstanding of Class A and Class B non-redeemable common stock | 13,812,500 | |||
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Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ | (0.08 | ) | |
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Three Months Ended | Six Months Ended | |||||||
June 30, 2021 | June 30, 2021 | |||||||
General and administrative expenses | $ | 276,752 | $ | 1,576,587 | ||||
Loss from operations | (276,752 | ) | (1,576,587 | ) | ||||
Other income | ||||||||
Interest earned on marketable securities held in Trust Account | 45,312 | 60,416 | ||||||
Change in fair value of warrant liability | 3,710,013 | 3,906,413 | ||||||
Total o ther income | 3,755,325 | 3,966,829 | ||||||
Income before income taxes | 3,478,573 | 2,390,242 | ||||||
Net income | $ | 3,478,573 | $ | 2,390,242 | ||||
Weighted average shares outstanding of Class A redeemable common stock | 60,000,000 | 60,000,000 | ||||||
Basic and diluted income per share, Class A redeemable common stock | $ | 0.00 | $ | 0.00 | ||||
Weighted average shares outstanding of Class A and Class B non-redeemable common stock | 15,000,000 | 14,409,530 | ||||||
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ | 0.23 | $ | 0.17 | ||||
(DEFICIT)
Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance — January 1, 2021 | — | $ | — | 15,093,750 | $ | 1,509 | $ | 23,491 | $ | (1,268 | ) | $ | 23,732 | |||||||||||||||
Sale of 60,000,000 Units, net of underwriting discounts, offering costs, and warrant liabilities | 60,000,000 | 6,000 | — | — | 551,814,281 | — | 551,820,281 | |||||||||||||||||||||
Excess of proceeds from the sale of private placement warrants to Sponsor | — | — | — | — | 1,663,200 | — | 1,663,200 | |||||||||||||||||||||
Forfeiture of Founder Shares | — | — | (93,750 | ) | (9 | ) | 9 | — | — | |||||||||||||||||||
Class A Common stock subject to redemption | (54,741,888 | ) | (5,474 | ) | — | — | (547,413,406 | ) | — | (547,418,880 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (1,088,331 | ) | (1,088,331 | ) | |||||||||||||||||||
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Balance – March 31, 2021 | 5,258,112 | $ | 526 | 15,000,000 | $ | 1,500 | $ | 6,087,575 | $ | (1,089,599 | ) | $ | 5,000,002 | |||||||||||||||
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Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance — January 1, 2021 | 0 | $ | 0 | 15,093,750 | $ | 1,509 | $ | 23,491 | $ | (1,268 | ) | $ | 23,732 | |||||||||||||||
Sale of 60,000,000 Units, net of underwriting discounts, offering costs, and warrant liabilities | 60,000,000 | 6,000 | 0 | 0 | 551,814,281 | 0 | 551,820,281 | |||||||||||||||||||||
Excess of proceeds from the sale of private placement warrants to Sponsor | — | — �� | — | — | 1,663,200 | — | 1,663,200 | |||||||||||||||||||||
Forfeiture of Founder Shares | 0 | 0 | (93,750 | ) | (9 | ) | 9 | 0 | 0 | |||||||||||||||||||
Class A Common stock subject to redemption | (60,000,000 | ) | (6,000 | ) | 0 | 0 | (553,500,981 | ) | (46,493,019 | ) | (600,000,000 | ) | ||||||||||||||||
Net loss | — | 0 | — | 0 | 0 | (1,088,331 | ) | (1,088,331 | ) | |||||||||||||||||||
Balance – March 31, 2021 | — | — | 15,000,000 | 1,500 | $ | — | $ | (47,582,618 | ) | $ | 47,581,118 | |||||||||||||||||
Net income | — | 0 | — | 0 | 0 | 3,478,573 | 3,478,573 | |||||||||||||||||||||
Balance – June 30, 2021 | 0 | $ | 0 | 15,000,000 | $ | 1,500 | $ | 0 | $ | (44,104,045 | ) | $ | (44,102,545 | ) | ||||||||||||||
FOR THE THREE
Cash Flows from Operating Activities: | ||||
Net loss | $ | (1,088,331 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of warrant liability | (196,400 | ) | ||
Transaction costs incurred in connection with warrant liabilities | 878,490 | |||
Interest earned on marketable securities held in Trust Account | (15,104 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (556,461 | ) | ||
Accrued expenses | 336,965 | |||
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Net cash used in operating activities | (640,841 | ) | ||
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Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (600,000,000 | ) | ||
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Net cash used in investing activities | (600,000,000 | ) | ||
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Cash Flows from Financing Activities | ||||
Proceeds from sale of Private Placement Units | 588,000,000 | |||
Proceeds from sale of Private Placements Warrants | 14,000,001 | |||
Repayment of promissory note - related party | (189,155 | ) | ||
Payment of offering costs | (254,054 | ) | ||
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Net cash provided by financing activities | $ | 601,556,792 | ||
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Net Change in Cash | 915,951 | |||
Cash – Beginning of period | 185 | |||
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Cash – End of period | $ | 916,136 | ||
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Non-Cash investing and financing activities: | ||||
Offering costs included in accrued offering costs | $ | 25,000 | ||
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Offering costs paid through promissory note | $ | 163,505 | ||
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Payment of prepaid expenses through promissory note | $ | 8,483 | ||
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Initial classification of Class A common stock subject to possible redemption | $ | 547,614,630 | ||
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Change in value of Class A common stock subject to redemption | $ | (195,750 | ) | |
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Deferred underwriting fee payable | $ | 21,000,000 | ||
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Forfeiture of Founder Shares | $ | (9 | ) | |
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Cash Flows from Operating Activities: | ||||
Net income | $ | 2,390,242 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Change in fair value of warrant liabilities | (3,906,413 | ) | ||
Transaction costs incurred in connection with warrant liabilities | 878,490 | |||
Interest earned on marketable securities held in Trust Account | (60,416 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (441,221 | ) | ||
Accrued expenses | 411,710 | |||
Net cash used in operating activities | (727,608 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (600,000,000 | ) | ||
Net cash used in investing activities | (600,000,000 | ) | ||
Cash Flows from Financing Activities | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 588,000,000 | |||
Proceeds from sale of Private Placements Warrants | 14,000,001 | |||
Repayment of promissory note - related party | (189,155 | ) | ||
Payment of offering costs | (254,054 | ) | ||
Net cash provided by financing activities | 601,556,792 | |||
Net Change in Cash | $ | 829,184 | ||
Cash – Beginning of period | 185 | |||
Cash – End of period | $ | 829,369 | ||
Non-Cash investing and financing activities: | ||||
Offering costs included in accrued offering costs | $ | 25,000 | ||
Offering costs paid through promissory note | $ | 163,505 | ||
Payment of prepaid expenses through promissory note | $ | 8,483 | ||
Initial classification of Class A common stock subject to possible redemption | $ | 600,000,000 | ||
Deferred underwriting fee payable | $ | 21,000,000 | ||
MARCH 31,
HUDSON EXECUTIVE INVESTMENT CORP. III
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder 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 stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the Initial transaction or do not vote at all.
STATEMENTS
HUDSON EXECUTIVE INVESTMENT CORP. III
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
On April 12,June 30, 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”). Upon review of the SEC Statement, the Company’s managementCompany further evaluated the Warrants and FPA under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own EquityClass A common stock subject to possible redemption and concluded that they do not meet the criteriaredemption value should include all shares of Class A common stock subject to be classified in stockholders’ equity.
As a result of the above, the Company should have classified the Warrantspossible redemption, less allocated offering costs and FPA as liabilities in its previously issued financial statement as of February 26th, 2021. Under this accounting treatment, the Company is required to measure the fair value of Public Warrants, resulting in the Warrants andClass A common stock subject to possible redemption being equal to $600,000,000. This resulted in an adjustment to the FPA at the end of each reporting period as well as re-evaluate the treatmentinitial carrying value of the WarrantsClass A common stock subject to redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and FPA and recognize changes inClass A common stock.
The Company’s accounting for the Warrants and FPA as components of equity instead of as derivative liabilities did not have any effectrevision on the Company’s previously reported investments heldfinancial statements are reflected in trust or cash.
As Previously Reported | Adjustments | As Restated | ||||||||||
Balance sheet as of February 26, 2021 (audited) | ||||||||||||
Warrant Liability | $ | — | $ | 27,914,901 | $ | 27,914,901 | ||||||
Class A Common Stock Subject to Possible Redemption | 575,529,530 | (27,914,901 | ) | 547,614,629 | ||||||||
Class A Common Stock | 245 | 279 | 524 | |||||||||
Additional Paid-in Capital | 5,000,717 | 891,111 | 5,891,828 | |||||||||
Accumulated Deficit | (2,460 | ) | (891,390 | ) | (893,850 | ) |
the following table.
As Previously Reported | Adjustment | As Restated | ||||||||||
Balance Sheet as of February 26, 2021 (audited) | ||||||||||||
Class A common stock subject to possible redemption | $ | 547,614,629 | $ | 52,385,371 | $ | 600,000,000 | ||||||
Class A common stock | $ | 524 | $ | (524 | ) | $ | — | |||||
Additional paid-in capital | $ | 5,891,828 | $ | (5,891,828 | ) | $ | — | |||||
Accumulated deficit | $ | (893,850 | ) | $ | (46,493,019 | ) | $ | (47,386,869 | ) | |||
Total Stockholders’ Equity (Deficit) | $ | 5,000,002 | $ | (52,385,371 | ) | $ | (47,385,369 | ) | ||||
Balance Sheet as of March 31, 2021 (unaudited) | ||||||||||||
Class A common stock subject to possible redemption | $ | 547,418,880 | $ | 52,581,120 | $ | 600,000,000 | ||||||
Class A common stock | $ | 526 | $ | (526 | ) | $ | — | |||||
Additional paid-in capital | $ | 6,087,575 | $ | (6,087,575 | ) | $ | — | |||||
Accumulated deficit | $ | (1,089,599 | ) | $ | (46,493,019 | ) | $ | (47,582,618 | ) | |||
Total Stockholders’ Equity (Deficit) | $ | 5,000,002 | $ | (52,581,120 | ) | $ | (47,581,118 | ) | ||||
Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) | ||||||||||||
Initial classification of Class A common stock subject to possible redemption | $ | 547,614,630 | $ | 52,385,370 | $ | 600,000,000 | ||||||
Change in value of Class A common stock subject to possible redemption | $ | (195,750 | ) | $ | 195,750 | $ | — |
HUDSON EXECUTIVE INVESTMENT CORP. III
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the
HUDSON EXECUTIVE INVESTMENT CORP. III
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
The Company’s general and administrative costs are generally consideredMarch 31,June 30, 2021, the Company recorded no income tax expense. The Company’s effective tax rate for three and six months ended March 31June 30, 2021 was approximately 0%, which differs from the expected income tax rate due to the
The Company’s statementstatements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to thesince original issuance.for the period. Net lossIncome (loss) per share, basic and diluted, for Class A and Class B
Three Months Ended March 31, 2021 | ||||
Redeemable Class A Common Stock | ||||
Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||
Interest income earned on marketable securities held in Trust Account | $ | 15,104 | ||
Less: Income and Franchise Tax | (15,104 | ) | ||
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Net Earnings | $ | — | ||
Denominator: Weighted Average Redeemable Class A Common Stock | ||||
Redeemable Class A Common Stock, Basic and Diluted | 60,000,000 | |||
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ | — | ||
Non-Redeemable Class A and B Common Stock | ||||
Numerator: Net Loss minus Redeemable Net Earnings | ||||
Net Loss | $ | (1,088,331 | ) | |
Redeemable Net Earnings | — | |||
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Non-Redeemable Net Loss | $ | (1,088,331 | ) | |
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock | ||||
Non-Redeemable Class A and B Common Stock, Basic and Diluted | 13,812,500 | |||
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock | $ | (0.08 | ) |
Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | |||||||
Redeemable Class A Common Stock | ||||||||
Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||||||
Interest income earned on marketable securities held in Trust Accounts | $ | 45,312 | $ | 60,416 | ||||
Less: Income and Franchise Tax available to be withdrawn from the Trust Account | (45,312 | ) | (60,416 | ) | ||||
Redeemable Net Earnings | $ | 0 | $ | 0 | ||||
Denominator: Weighted Average Redeemable Class A Common Stock | ||||||||
Redeemable Class A Common Stock, Basic and Diluted | 60,000,000 | 60,000,000 | ||||||
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ | 0 | $ | 0 | ||||
Non-Redeemable Class A and Class B Common Stock | ||||||||
Numerator: Net Income minus Redeemable Net Earnings | ||||||||
Net Income | $ | 3,478,573 | $ | 2,390,242 | ||||
Less: Redeemable Net Earnings | 0 | 0 | ||||||
Non-Redeemable Net Earnings | $ | 3,478,573 | $ | 2,390,242 | ||||
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock | ||||||||
Non-Redeemable Class A and B Common Stock, Basic and Diluted | 15,000,000 | 14,409,530 | ||||||
Income/Basic and Diluted Non-Redeemable Class A and B Common Stock | $ | 0.23 | $ | 0.17 |
HUDSON EXECUTIVE INVESTMENT CORP. III
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
nature other than the warrant liabilities (see Note
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
HUDSON EXECUTIVE INVESTMENT CORP. III
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
Note — Note—Related Party
on February 26, 2021.
The
MARCH 31,
HUDSON EXECUTIVE INVESTMENT CORP. III
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
HUDSON EXECUTIVE INVESTMENT CORP. III
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Held-To-Maturity | Level | Amortized Cost | Gross Holding Gain | Fair Value | ||||||||||||||
Assets: | ||||||||||||||||||
March 31, 2021 | U.S. Treasury Securities (Mature on 6/29/2021) | 1 | $ | 599,954,690 | $ | 33,310 | $ | 599,988,000 | ||||||||||
March 31, 2021 | FPA Derivative | 3 | $ | 68,800 | ||||||||||||||
Liabilities: | ||||||||||||||||||
March 31, 2021 | Warrant Liability – Public Warrants | 1 | $ | 15,499,200 | ||||||||||||||
March 31, 2021 | Warrant Liability – Private Placement Warrants | 3 | $ | 12,275,201 |
Held-To-Maturity | Level | Amortized Cost | Gross Holding Gain | Fair Value | ||||||||||||||
Assets: | ||||||||||||||||||
June 30, 2021 | U.S. Treasury Securities (Mature on 8/03/2021) | 1 | $ | 600,045,833 | $ | (9,835 | ) | $ | 600,035,998 | |||||||||
June 30, 2021 | FPA Derivative | 3 | $ | 13,000 | ||||||||||||||
Liabilities: | ||||||||||||||||||
June 30, 2021 | Warrant Liability – Public Warrants | 1 | $ | 13,440,000 | ||||||||||||||
June 30, 2021 | Warrant Liability – Private Placement Warrants | 3 | $ | 10,568,588 |
June 30, 2021 | ||||
Risk-free interest rate – Private Placement warrants | 1.01 | % | ||
Risk-free interest rate – FPA | 0.07 | % | ||
Time to maturity | 5.83 | |||
Expected volatility | 16.4 | % | ||
Dividend yield | 0.00 | % | ||
Exercise price | $ | 11.50 | ||
Stock Price | $ | 9.76 |
Private Placement | Public | Total Warrant Liabilities | ||||||||||
Fair value as of January 1, 2021 | $ | — | $ | — | $ | — | ||||||
Initial measurement on January 28, 2021 | 12,336,801 | 15,565,200 | 27,902,001 | |||||||||
Change in fair value | (61,600 | ) | (66,000 | ) | (127,600 | ) | ||||||
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Fair value as of March 31, 2021 | $ | 12,275,201 | $ | 15,499,200 | $ | 27,774,401 | ||||||
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HUDSON EXECUTIVE INVESTMENT CORP. III
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of January 1, 2021 | $ | 0 | $ | 0 | $ | 0 | ||||||
Initial measurement on January 28 , 2021 | 12,336,801 | 15,565,200 | 27,902,001 | |||||||||
Change in fair value | (61,600 | ) | (66,000 | ) | (127,600 | ) | ||||||
Transfer to Level 1 | — | (15,499,200 | ) | (15,499,200 | ) | |||||||
Fair value as of March 31, 2021 | $ | 12,275,201 | $ | — | $ | 12,275,201 | ||||||
Change in fair value | (1,706,613 | ) | — | (1,706,613 | ) | |||||||
Fair value as of June 30, 2021 | $ | 10,568,588 | $ | — | $ | 10,568,588 | ||||||
There were 0 changes in levels for the three months ended June 30, 2021.
FPA Derivative | ||||
Fair value as of January 1, 2021 | $ | — | ||
Initial measurement on January 28, 2021 | (12,900 | ) | ||
Change in valuation inputs or other assumptions | 81,700 | |||
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Fair value as of March 31, 2021 | $ | 68,800 | ||
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Derivative Asset (Liability), which utilizes Level 3 measurements:
FPA Derivative | ||||
Fair value as of January 1, 2021 | $ | 0 | ||
Initial measurement on January 28, 2021 | (12,900 | ) | ||
Change in valuation inputs or other assumptions | 25,900 | |||
Fair value as of June 30, 2021 | $ | 13,000 | ||
$45,312 offset by operating costs of $276,752.
flows.
* | Filed herewith. |
** | Furnished. |
HUDSON EXECUTIVE INVESTMENT CORP. III | ||||||||
Date: | By: | /s/ Douglas G. Bergeron | ||||||
Name: | Douglas G. Bergeron | |||||||
Title: | Chief Executive Officer | |||||||
(Principal Executive Officer) | ||||||||
Date: | By: | /s/ Jonathan Dobres | ||||||
Name: | Jonathan Dobres | |||||||
Title: | Chief Financial Officer | |||||||
(Principal Financial and Accounting Officer) |
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