☒ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
June 30, 2022
☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 |
038988
Symbol(s)
on which registered S-T (SectionS-T(Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐a non-acceleratedanon-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in RuleLarge Accelerated filer ☐ Accelerated filer ☐ ☒ Smaller reporting company ☒ Emerging growth company ☒ May 28, 2021,August 19, 202
Page | ||||
1 | ||||
1 | ||||
1 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
6 | ||||
21 | ||||
21 | ||||
23 | ||||
23 | ||||
23 | ||||
23 | ||||
23 | ||||
23 | ||||
23 | ||||
23 | ||||
24 | ||||
ITEM 1. | INTERIM FINANCIAL STATEMENTS |
Assets Cash and cash equivalents Deferred Offering Costs Prepaid expenses Total current assets Investment held in Trust Account Total Assets Liabilities and Shareholders’ Equity Accrued expenses Due to Related Party Promissory Note - Related Party Total current liabilities Warrant liability Deferred Underwriting fees Total liabilities Commitments (Note 8) Class A ordinary shares subject to possible redemption, 26,415,788 shares and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively Shareholders’ Equity: Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,584,212 shares and no shares issued and outstanding, (excluding 26,415,788 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,500,000 and 7,906,250 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively Additional paid-in capital Accumulated deficit Total Shareholders’ equity Total Liabilities and Shareholders’ Equity March 31, 2021 December 31, 2020 (unaudited) $ 1,294,784 $ — — 86,354 228,642 — 1,523,426 86,354 300,010,185 — $ 301,533,611 $ 86,354 $ 87,633 $ 62,098 15,667 — — 5,000 103,300 67,098 21,772,425 — 10,500,000 — 32,375,725 67,098 264,157,880 — — — 358 — 750 791 6,464,241 24,209 (1,465,343 ) (5,744 ) 5,000,006 19,256 $ 301,533,611 $ 86,354 The (Unaudited) $ 426,461 $ 995,064 157,359 41,955 583,820 1,037,019 300,442,409 300,084,603 $ 301,026,229 $ 301,121,622 $ 500,636 $ 474,254 65,625 6,000 566,261 480,254 1,701,269 8,910,582 10,500,000 10,500,000 12,767,530 19,890,836 0 0 300,442,409 300,084,603 0— 0— 0— 0— 750 750 — — (12,184,460 ) (18,854,567 ) (12,183,710 ) (18,853,817 ) $ 301,026,229 $ 301,121,622 are an integral part ofto the unaudited condensed financial statements.
THREE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)
Operating and formation costs | $ | 67,947 | ||
|
| |||
Loss from operations | (67,947 | ) | ||
Other income (loss): | ||||
Interest income | 10,185 | |||
Change in fair value of warrant liability | (606,791 | ) | ||
Transaction costs incurred in connection with IPO | (795,046 | ) | ||
|
| |||
Total other loss, net | (1,391,652 | ) | ||
|
| |||
Net loss | $ | (1,459,599 | ) | |
|
| |||
Basic and diluted weighted average shares outstanding, Class A ordinary share, subject to possible redemption | 12,358,027 | |||
|
| |||
Basic and diluted net loss per share | — | |||
|
| |||
Basic and diluted weighted average shares outstanding, Class B ordinary shares | 8,808,639 | |||
|
| |||
Basic and diluted net loss per share | $ | (0.17 | ) | |
|
|
The
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Formation and operating costs | $ | 148,323 | $ | 171,043 | $ | 539,206 | $ | 238,990 | ||||||||
Loss from operations | (148,323 | ) | (171,043 | ) | (539,206 | ) | (238,990 | ) | ||||||||
Other income (expense): | ||||||||||||||||
Interest income from Trust Account | 320,288 | 22,605 | 357,806 | 32,790 | ||||||||||||
Transaction costs incurred in connection with IPO | — | — | — | (795,046 | ) | |||||||||||
Change in fair value of warrant liability | 2,140,198 | 6,541,875 | 7,209,313 | 5,935,084 | ||||||||||||
Total other income, net | 2,460,486 | 6,564,480 | 7,567,119 | 5,172,828 | ||||||||||||
Net income | $ | 2,312,163 | $ | 6,393,437 | $ | 7,027,913 | $ | 4,933,838 | ||||||||
Basic and diluted weighted average shares outstanding, redeemable ordinary shares, subject to possible redemption | 30,000,000 | 30,000,000 | 30,000,000 | 22,209,945 | ||||||||||||
Basic and diluted net income per share | $ | 0.06 | $ | 0.17 | $ | 0.19 | $ | 0.17 | ||||||||
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares | 7,500,000 | 7,500,000 | 7,500,000 | 7,337,707 | ||||||||||||
Basic and diluted net income per share | $ | 0.06 | $ | 0.17 | $ | 0.19 | $ | 0.17 | ||||||||
Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
Class A | Class B | Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance as of January 1, 2022 | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (18,854,567 | ) | $ | (18,853,817 | ) | ||||||||||||||
Net income | — | — | — | — | — | 4,715,750 | 4,715,750 | |||||||||||||||||||||
Accretion of interest income to Class A shares subject to redemption | — | — | — | — | — | (37,518 | ) | (37,518 | ) | |||||||||||||||||||
Balance as of March 31, 2022 | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (14,176,335 | ) | $ | (14,175,585 | ) | ||||||||||||||
Net income | — | — | — | — | — | 2,312,163 | 2,312,163 | |||||||||||||||||||||
Accretion of interest income to Class A shares subject to redemption | — | — | — | — | — | (320,288 | ) | (320,288 | ) | |||||||||||||||||||
Balance as of June 30, 2022 | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (12,184,460 | ) | $ | (12,183,710 | ) | ||||||||||||||
(DEFICIT)
(UNAUDITED)
Class A Ordinary Shares | Class B Ordinary Shares | Additional | Total | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Paid-in Capital | Accumulated Deficit | Shareholders’ Equity | ||||||||||||||||||||||
Balance- December 31, 2020 | $ | 7,906,250 | $ | 791 | $ | 24,209 | $ | (5,744 | ) | $ | 19,256 | |||||||||||||||||
Sale of 30,000,000 Units on February 17, 2021 through public offering, net of offering costs and warrant liability | 30,000,000 | 3,000 | 269,970,509 | 269,973,509 | ||||||||||||||||||||||||
Sale of 5,333,333 Private Placement Warrants on February 17, 2021, net of warrant liability | 624,720 | 624,720 | ||||||||||||||||||||||||||
Net loss | (1,459,599 | ) | (1,459,599 | ) | ||||||||||||||||||||||||
Forfeiture of over-allotment option of Class B ordinary shares | — | — | (406,250 | ) | (41 | ) | 41 | — | — | |||||||||||||||||||
Reclassification of ordinary shares subject to redemption | (26,415,788 | ) | (2,642 | ) | (264,155,238 | ) | (264,157,880 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance as of March 31, 2021 | 3,584,212 | $ | 358 | 7,500,000 | $ | 750 | $ | 6,464,241 | $ | (1,465,343 | ) | $ | 5,000,006 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Ordinary Shares | Additional | Total Shareholders’ | ||||||||||||||||||||||||||
Class A | Class B | Paid-In | Accumulated | Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
Balance as of January 1, 2021 | — | $ | — | 7,906,250 | $ | 791 | $ | 24,209 | $ | (5,744 | ) | $ | 19,256 | |||||||||||||||
Sale of 5,333,333 Private Placement Warrants on February 17, 2021, net of warrant liability | — | — | — | — | 624,720 | 624,720 | ||||||||||||||||||||||
Forfeiture of over-allotment option of Class B ordinary shares | — | — | (406,250 | ) | (41 | ) | 41 | — | — | |||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption value | — | — | — | — | (648,970 | ) | (29,377,521 | ) | (30,026,491 | ) | ||||||||||||||||||
Accretion of interest income to Class A shares subject to redemption | — | — | — | — | — | (10,185 | ) | (10,185 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (1,459,599 | ) | (1,459,599 | ) | |||||||||||||||||||
Balance as of March 31, 2021 | — | — | 7,500,000 | $ | 750 | $ | — | $ | (30,853,049 | ) | $ | (30,852,299 | ) | |||||||||||||||
Accretion of interest income to Class A shares subject to redemption | — | — | — | — | — | (22,605 | ) | (22,605 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 6,393,437 | 6,393,437 | |||||||||||||||||||||
Balance as of June 30, 2021 | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (24,482,217 | ) | $ | (24,481,467 | ) | ||||||||||||||
THE THREE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)
Cash flows from operating activities: | ||||
Net loss | $ | (1,459,599 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on cash and marketable securities held in Trust Account | (10,185 | ) | ||
Transaction costs incurred in connection with IPO | 795,046 | |||
Change in fair value of warrant liability | 606,791 | |||
Changes in current assets and liabilities: | ||||
Prepaid expenses | (228,642 | ) | ||
Accrued expenses | 25,535 | |||
Due to related party | 15,667 | |||
|
| |||
Net cash used in operating activities | (255,387 | ) | ||
|
| |||
Cash Flows from Investing Activities: | ||||
Purchase of investment held in Trust Account | (300,000,000 | ) | ||
|
| |||
Net cash used in investing activities | (300,000,000 | ) | ||
Cash flows from financing activities: | ||||
Proceeds from initial public offering, net of underwriting | 294,000,000 | |||
Proceeds from private placement | 8,000,000 | |||
Payment of promissory note | (131,259 | ) | ||
Payment of offering costs | (318,570) | |||
|
| |||
Net cash provided by financing activities | 301,550,171 | |||
|
| |||
Net change in cash | 1,294,784 | |||
Cash, beginning of the period | — | |||
|
| |||
Cash, end of the period | $ | 1,294,784 | ||
|
| |||
Supplemental disclosure of cash flow information: | ||||
Deferred underwriting fees | $ | 10,500,000 | ||
|
| |||
Initial value of Class A ordinary shares subject to possible redemption | $ | 264,814,870 | ||
|
| |||
Change in value of Class A ordinary shares subject to possible redemption | $ | (656,990 | ) | |
|
| |||
Initial classification of warrant liability | $ | 21,165,634 | ||
|
| |||
Deferred offering costs paid under promissory note | $ | 126,259 | ||
|
| |||
Offering costs included in accrued offering costs | $ | 87,633 | ||
|
|
The
For the Six Months Ended June 30, 2022 | For the Six Months Ended June 30, 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 7,027,913 | $ | 4,933,838 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Interest income from Trust Account | (357,806 | ) | (32,790 | ) | ||||
Change in fair value of warrant liability | (7,209,313 | ) | (5,935,084 | ) | ||||
Transaction costs incurred in connection with IPO | — | 795,046 | ||||||
Changes in current assets and current liabilities: | ||||||||
Prepaid expenses | (115,404 | ) | (169,989 | ) | ||||
Accounts payable and accrued expenses | 26,382 | (20,072 | ) | |||||
Due to related party | 59,625 | 5,667 | ||||||
Net cash used in operating activities | (568,603 | ) | (423,384 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Purchase of investments held in Trust Account | — | (300,000,000 | ) | |||||
Net cash used in investing activities | — | (300,000,000 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from initial public offering, net of costs | — | 294,000,000 | ||||||
Proceeds from private placement | — | 8,000,000 | ||||||
Payment of promissory note | — | (131,259 | ) | |||||
Payments of offering costs | — | (318,570 | ) | |||||
Net cash provided by financing activities | — | 301,550,171 | ||||||
Net Change in Cash | (568,603 | ) | 1,126,787 | |||||
Cash – Beginning | 995,064 | — | ||||||
Cash, end of the period | $ | 426,461 | $ | 1,126,787 | ||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
Deferred underwriting commissions charged to additional paid-in capital | $ | — | $ | 10,500,000 | ||||
Initial value of Class A ordinary shares subject to possible redemption | $ | — | $ | 300,000,000 | ||||
Accretion of interest income to Class A shares subject to possible redemption | $ | 357,806 | $ | 32,790 | ||||
Initial classification of warrant liability | $ | — | $ | 21,165,634 | ||||
Deferred offering costs paid under promissory note | $ | — | $ | 126,259 | ||||
Deferred offering costs included in accrued expenses | $ | — | $ | 87,633 | ||||
(Unaudited)
4.
As
other income (loss).
Liquidity and Capital Resources
Based on
liquidate after February 17, 2023.
On January 30, 2020,
On April 12, 2021, the Staff 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, dated as of February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 10,000,000 Public Warrants and (ii) the 5,333,333 Private Warrants (See Note 4 and Note 5). The Company previously accounted for both Warrants as components of equity.
In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities and measured at fair value at inception (on the date of the IPO) and at each reporting date with changes in fair value recognized in the Statement of Operations in the period of change.
After consultation with the Company’s management and the audit committee of the Company’s Board of Directors , the Company concluded that it is appropriate to restate the Company’s previously issued financial statement as of February 17, 2021, as previously reported in its Form 8-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein.
The following tables summarize the effect of the Restatement on each balance sheet line item as of the dates, indicated:
As Previously Reported | Adjustment | As Restated | ||||||||||
Balance Sheet at February 17, 2021 | ||||||||||||
Warrant Liability | $ | — | $ | 21,165,634 | $ | 21,165,634 | ||||||
Class A ordinary share subject to possible redemption | 285,980,510 | (21,165,640) | 264,814,870 | |||||||||
Class A ordinary shares | 140 | 212 | 352 | |||||||||
Additional paid-in capital | 5,018,900 | 794,841 | 5,813,741 | |||||||||
Accumulated deficit | $ | (19,827) | $ | (795,046) | $ | (814,873 | ) |
Note 3—2—Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the Company’s Annual Report on Formperiod from December 17, 2020 (inception) throughyear ended December 31, 20202021 as filed with the SEC on February 24,March 31, 2022, which the accompanying condensed balance sheet as of December 31, 2021 and April 15, 2021, respectively.was derived from. The interim results for the three and six months ended March 31, 2021June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 20212022 or for any future interim periods.
Investment2021, respectively.
Investment Held in Trust Account
Amortized Cost and Carrying Value | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value as of March 31, 2021 | |||||||||||||
U.S. Money Market | $ | 255 | $ | — | $ | — | $ | 255 | ||||||||
U.S. Treasury Securities | 300,009,930 | 9,402 | — | 300,019,332 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
$ | 300,010,185 | $ | 9,402 | $ | — | $ | 300,019,587 | |||||||||
|
|
|
|
|
|
|
|
Amortized Cost and Carrying Value | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value as of June 30, 2022 | |||||||||||||
Cash | $ | 4,517 | $ | — | $ | — | $ | 4,517 | ||||||||
U.S. Treasury Securities | 300,437,892 | — | (184,602 | ) | 300,253,290 | |||||||||||
$ | 300,442,409 | $ | — | $ | (184,602 | ) | $ | 300,257,807 | ||||||||
Associated with IPO
At
Gross proceeds from initial public offering | $ | 300,000,000 | ||
Less: Proceeds allocated to Public Warrants | (13,790,354 | ) | ||
Less: Class A ordinary shares issuance costs | (16,236,137 | ) | ||
Less: Initial fair value of over-allotment option | (325,679 | ) | ||
Add: Remeasurement of Class A ordinary shares to redemption value | 30,352,170 | |||
Add: Accretion of interest income to Class A shares subject to redemption | 84,603 | |||
Class A ordinary shares subject to possible redemption as of December 31, 2021 | 300,084,603 | |||
Add: Accretion of interest income to Class A shares subject to redemption | 357,806 | |||
Class A ordinary shares subject to possible redemption as of June 30, 2022 | $ | 300,442,409 | ||
Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period.
two classes of shares. The 15,333,333 potential common shares for outstanding warrants to purchase the Company’s condensed statement of operations includestock were excluded from diluted earnings per share for the three and six months ended June 30, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a presentation of lossresult, diluted net income per Class A ordinarycommon share is the same as basic net income per common share for the periods. In addition, the shares subject to possible redemptionforfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse.
Three Months Ended March 31, 2021 | ||||
Redeemable Class A Ordinary Share | ||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Share | ||||
Interest Income | $ | 8,968 | ||
Less: Interest available to be withdrawn for payment of taxes | $ | — | ||
|
| |||
Net Earnings | $ | 8,968 | ||
Denominator: Weighted Average Redeemable Class A Ordinary Share | ||||
Redeemable Class A Ordinary Share, Basic and Diluted | 12,358,027 | |||
Earnings/Basic and Diluted Redeemable Class A Ordinary Share | $ | — | ||
Non-Redeemable Class B Ordinary Share | ||||
Numerator: Net Income minus Redeemable Net Earnings | ||||
Net Loss | $ | (1,459,599 | ) | |
Redeemable Net Earnings | $ | (8,968 | ) | |
|
| |||
Non-Redeemable Net Loss | $ | (1,468,567 | ) | |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Share | ||||
Non-Redeemable Class B Ordinary Share, Basic and Diluted | 8,808,639 | |||
Basic and Diluted Net Loss per Non-Redeemable Ordinary Share | $ | (0.17 | ) |
For the three months ended June 30, 2022 | For the three months ended June 30, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income | $ | 1,849,730 | 462,433 | $ | 5,114,750 | $ | 1,278,687 | |||||||||
Denominator: | ||||||||||||||||
Weighted-average shares outstanding | 30,000,000 | 7,500,000 | 30,000,000 | 7,500,000 | ||||||||||||
Basic and diluted net income per share | $ | 0.06 | $ | 0.06 | $ | 0.17 | $ | 0.17 |
For the six months ended June 30, 2022 | For the six months ended June 30, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income | $ | 5,622,330 | 1,405,583 | $ | 3,725,575 | $ | 1,208,263 | |||||||||
Denominator: | ||||||||||||||||
Weighted-average shares outstanding | 30,000,000 | 7,500,000 | 22,209,945 | 7,337,707 | ||||||||||||
Basic and diluted net income per share | $ | 0.19 | $ | 0.19 | $ | 0.17 | $ | 0.17 |
Management
liquidation.
The Company believedbelieves that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a
described below.
used to pay offering costs. The note was terminated at February 22, 2021.
March 31, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
|
|
|
|
|
|
|
| |||||||||
Liabilities | ||||||||||||||||
Warrant Liability—Public Warrants | $ | 14,166,089 | $ | — | $ | — | $ | 14,166,089 | ||||||||
Warrant Liability—Private Warrants | 7,606,336 | — | — | 7,606,336 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
$ | 21,772,425 | $ | — | $ | — | $ | 21,772,425 | |||||||||
|
|
|
|
|
|
|
|
June 30, 2022 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Liabilities | ||||||||||||||||
Warrant Liability - Public Warrants | $ | 1,099,000 | $ | 1,099,000 | $ | — | $ | — | ||||||||
Warrant Liability - Private Warrants | 602,269 | — | 602,269 | — | ||||||||||||
$ | 1,701,269 | $ | 1,099,000 | $ | 602,269 | $ | — | |||||||||
December 31, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Liabilities | ||||||||||||||||
Warrant Liability - Public Warrants | $ | 5,799,000 | $ | 5,799,000 | $ | — | $ | — | ||||||||
Warrant Liability - Private Warrants | 3,111,582 | — | 3,111,582 | — | ||||||||||||
$ | 8,910,582 | $ | 5,799,000 | $ | 3,111,582 | $ | — | |||||||||
Input | February 17, 2021 | March 31, 2021 | ||||||
Risk-free interest rate | 0.76 | % | 1.14 | % | ||||
Expected term (years) | 6.03 | 5.92 | ||||||
Expected volatility | 24.1 | % | 24.4 | % | ||||
Stock price | $ | 9.54 | $ | 9.48 | ||||
Exercise price | $ | 11.5 | $ | 11.5 | ||||
Dividend yield | 0.00 | % | 0.00 | % |
Input | June 30 2022 | December 31, 2021 | ||||||
Public Warrant Price | 0.11 | 0.58 | ||||||
Risk-free interest rate | 3.02 | % | 1.32 | % | ||||
Expected term (years) | 5.45 | 5.63 | ||||||
Expected volatility | 9.9 | % | 10.5 | % | ||||
Stock price | $ | 9.82 | $ | 9.77 | ||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Dividend yield | — | % | — | % |
Warrant Liability | ||||
Fair value as of January 1, 2021 | $ | — | ||
Initial fair value of warrant liability upon issuance at IPO | 21,165,634 | |||
Change in fair value | 606,791 | |||
|
| |||
Fair value as of March 31, 2021 | $ | 21,772,425 | ||
|
|
liabilities classified as Level 3:
Warrant Liability | ||||
Fair value at December 31, 2020 | $ | — | ||
Initial fair value of public and private warrant liabilities | 21,165,634 | |||
Change in fair value of public and private warrants | (5,935,084 | ) | ||
Public warrants transferred to level 1 on April 5, 2021 | (9,800,000 | ) | ||
Change in fair value of private warrants | (2,318,968 | ) | ||
Private warrants transferred to level 2 | (3,111,582 | ) | ||
Fair Value at December 31, 2021 | $ | — | ||
The deferred underwriting fee is included as a liability on the condensed balance sheets as of June 30, 2022 and December 31, 2021.
Class
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
business combination.
$795,046.
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares by our Sponsor and advances from our Sponsor.
Going Concern
At March 31, 2021,
$17,559. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination,business combination, our Sponsorsponsor, or an affiliate of our Sponsorsponsor, or certain of our officers and directors may, but are not obligated to, loanprovide us fundswith working capital loans.
We do not believeconsummated during that time. Moreover, we will need to raise additional funds in order to meet the expenditures required for operatingcapital through loans from our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating and consummating 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 Combinationsponsor, officers, directors, or because we become obligated to redeem a significant numberthird parties. None of our public shares upon consummation of our Business Combination,sponsor, officers or directors are under any obligation to advance funds to, or to invest in, which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete suchus. We cannot provide any assurance that new financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient fundswill be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the condensed financial statements are issued.
after February 17, 2023.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary share is classified as stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Warrant liability
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
The Company accounts for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each reporting period. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. As of March 31, 2021, there were 15,333,333 warrants outstanding.
Net Loss Per Share
Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at March 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,333,333 Class A ordinary shares in the aggregate.
Recent
Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect onPolices during the accompanying unaudited condensed financial statements.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
OurJune 30, 2022, due to the material weakness in our internal control over financial reporting didrelated to accounting for complex financial instruments. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited condensed financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the condensed financial statements included in this Quarterly Report on Form
stated goals under all potential future conditions.
During the most recently completed fiscal quarter, there has been
Our Chief Executive Officer and President performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for the Warrants.
|
None.
|
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for our Initial Public Offering filed with the SEC on February 17, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering filed with the SEC on February 17, 2021. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Our warrants are accounted for as liabilities and themade changes in value of our warrants could have an adverse effect on the market price of our Class A common shares or make it more difficult for us to consummate an initial business combination.
On April 12, 2021, the SEC Staff issued the SEC Statement. In the SEC Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. In light of the SEC Statement, the Company’s management reevaluated the terms of the warrants issued in connection with our IPO and determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in earnings each reporting period. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A common shares and/or our financial results. In addition, potential targets may seek a SPAC that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.
We have identified a material weakness in our internal control over financial reporting as of March 31, 2021. If we are unable to developenhance our processes to identify and maintain an effective system of internal control over financial reporting, we may not be ableappropriately apply applicable accounting requirements to accurately report our financial results in a timely manner, which may adversely affect investor confidence in usbetter evaluate and materially and adversely affect our business and operating results.
Following this issuanceunderstand the nuances of the SEC Statement, after consultation withcomplex accounting standards that apply to our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, we identified a material weakness in our internal controls over financial reporting.
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 interimcondensed financial statements, will not be prevented, or detectedincluding providing enhanced access to accounting literature, research materials and corrected on a timely basis.
Effective internal controls are necessary for us to provide reliable financial reportsdocuments and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consumingincreased communication among our personnel and costly and there isthird-party professionals with whom we consult regarding complex accounting applications. The Company can offer no assurance that these initiativeschanges will ultimately have the intended effects.
If we identify any new material weaknesses in
ITEM 1. | LEGAL PROCEEDINGS. |
ITEM 1A. | RISK FACTORS. |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
On February 17, 2021, we consummated our Initial Public Offering of 30,000,000 Units, inclusive of 2,500,000 Units sold to the underwriters exercising their over-allotment option in full. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $300,000,000. Each Unit consisted of one Class A ordinary share of the Company, par value $0.0001 per share, and one-third of one redeemable warrant of the Company. J.P. Morgan Securities LLC acted as book-running manager of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-252389). The SEC declared the registration statement effective on February 11, 2021.
Simultaneously with the consummation of the Initial Public Offering, we consummated a private placement of 5,333,333 Private Placement Warrants to our Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds of $8,000,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are the same as the warrants underlying the Units sold in the Initial Public Offering, except that Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.
Of the gross proceeds received from the Initial Public Offering and the Private Placement Warrants, $300,000,000 was placed in the Trust Account.
We paid a total of $6,000,000 underwriting discounts and commissions and $531,183 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $10,500,000 in underwriting discounts and commissions.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
ITEM 4. | MINE SAFETY DISCLOSURES. |
ITEM 5. | OTHER INFORMATION. |
ITEM 6. | EXHIBITS. |
32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
32.2** | Certification of 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 | ||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB* | Inline XBRL Taxonomy Extension | ||
101.PRE* | Inline XBRL | ||
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Filed herewith. |
** | Furnished herewith. |
|
|
CATCHA INVESTMENT CORP | ||||||
Date: | /s/ Patrick Grove | |||||
Name: | Patrick Grove | |||||
Title: | Chairman and Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: | /s/ Luke Elliot | |||||
Name: | Luke Elliot | |||||
Title: | Director and President | |||||
(Principal Financial and Accounting Officer) |
26