10-Q/A
(Amendment No. 1)x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands | 98-1571400 | |||||||
(State or other jurisdiction of
| (I.R.S. Employer
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Title of each class | Trading | Name of each exchange | ||||||||||||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant | ATMR.U | New York Stock Exchange | ||||||||||||
Class A ordinary shares, $0.0001 par value | ATMR | New York Stock Exchange | ||||||||||||
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ATMR WS | New York Stock Exchange |
Large accelerated filer | o | Accelerated filer | o | ||||||||||
Non-accelerated filer | Smaller reporting company | x | |||||||||||
Emerging growth company |
FORM 10-Q
Page | ||||||||
Condensed Balance Sheets as of | ||||||||
Condensed | ||||||||
Condensed Statement of Cash Flows for the | ||||||||
CONDENSED BALANCE SHEETS
March 31, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 1,651,431 | $ | — | ||||
Prepaid expenses | 1,007,641 | — | ||||||
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Total current assets | 2,659,072 | — | ||||||
Deferred offering costs | — | 75,000 | ||||||
Cash and marketable securities held in the Trust Account | 345,001,095 | — | ||||||
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TOTAL ASSETS | $ | 347,660,167 | $ | 75,000 | ||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accrued expenses | $ | 1,803,562 | $ | — | ||||
Accrued offering costs | 253,607 | 50,000 | ||||||
Promissory note—related party | — | 5,000 | ||||||
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Total current liabilities | 2,057,169 | 55,000 | ||||||
Warrant liability | 35,903,054 | — | ||||||
Deferred underwriting fee payable | 12,075,000 | — | ||||||
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Total liabilities | 50,035,223 | 55,000 | ||||||
Commitments and Contingencies | ||||||||
Class A Ordinary Shares subject to possible redemption—29,262,494 and no shares at $10.00 per share redemption value as of March 31, 2021 and December 31, 2020, respectively | 292,624,940 | — | ||||||
Shareholders’ Equity | ||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | — | — | ||||||
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 5,237,506 and no shares issued and outstanding (excluding 29,262,494 and no shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively | 524 | — | ||||||
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 863 | 863 | ||||||
Additional paid-in capital | 20,729,270 | 24,137 | ||||||
Accumulated deficit | (15,730,653 | ) | (5,000 | ) | ||||
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Total shareholders’ equity | 5,000,004 | 20,000 | ||||||
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 347,660,167 | $ | 75,000 | ||||
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September 30, 2021 | December 31, 2020 | ||||||||||
(Unaudited) | |||||||||||
ASSETS | |||||||||||
Current assets | |||||||||||
Cash | $ | 331,112 | $ | — | |||||||
Prepaid expenses | 744,813 | — | |||||||||
Total current assets | 1,075,925 | — | |||||||||
Deferred offering costs | — | 75,000 | |||||||||
Investments held in the Trust Account | 345,011,697 | — | |||||||||
TOTAL ASSETS | $ | 346,087,622 | $ | 75,000 | |||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
Current liabilities | |||||||||||
Accrued expenses | $ | 259,896 | $ | — | |||||||
Accrued offering costs | 3,607 | 50,000 | |||||||||
Promissory Note—related party | — | 5,000 | |||||||||
Total current liabilities | 263,503 | 55,000 | |||||||||
Warrant liability | 19,642,970 | — | |||||||||
Deferred underwriting fee payable | 12,075,000 | — | |||||||||
Total liabilities | 31,981,473 | 55,000 | |||||||||
Commitments and Contingencies | 0 | 0 | |||||||||
Class A Ordinary Shares subject to possible redemption—34,500,000 and no shares at $10.00 per share redemption value as of September 30, 2021 and December 31, 2020, respectively | 345,000,000 | — | |||||||||
Shareholders’ Equity | |||||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | — | — | |||||||||
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020 | — | — | |||||||||
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 863 | 863 | |||||||||
Additional paid-in capital | — | 24,137 | |||||||||
Accumulated surplus (deficit) | (30,894,714) | (5,000) | |||||||||
Total shareholders’ equity (deficit) | (30,893,851) | 20,000 | |||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 346,087,622 | $ | 75,000 |
CONDENSED STATEMENT
OPERATIONS
(UNAUDITED)
Operating costs | $ | 1,902,139 | ||
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Loss from operations | (1,902,139 | ) | ||
Other income (expense) | ||||
Interest earned on marketable securities held in the Trust Account | 1,095 | |||
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Change in fair value of warrant liability | (13,069,538 | ) | ||
Transaction costs allocated to the Warrants | (755,071 | ) | ||
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Other expense, net | (13,823,514 | ) | ||
Net loss | $ | (15,725,653 | ) | |
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Weighted average shares outstanding, redeemable Class A Ordinary Shares | 34,500,000 | |||
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Basic and diluted net income per share, redeemable Class A Ordinary Shares | $ | — | ||
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Weighted average shares outstanding, non-redeemable Class B Ordinary Shares | 8,125,000 | |||
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Basic and diluted net loss per share, non-redeemable Class B Ordinary Shares | $ | (1.94 | ) | |
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For the Three Months Ended September 30, 2021 | For the Nine Months Ended September 30, 2021 | ||||||||||
Operating (income) costs | $ | 1,121,132 | $ | 1,691,620 | |||||||
(Income) loss from operations | 1,121,132 | 1,691,620 | |||||||||
Other income (expense) | |||||||||||
Interest earned on investments held in the Trust Account | 5,301 | 11,697 | |||||||||
Transaction costs allocated to the Warrants | — | (755,071) | |||||||||
Change in fair value of warrant liability | 3,718,348 | 3,190,546 | |||||||||
Other income (expense), net | 3,723,649 | 2,447,172 | |||||||||
Net income (loss) | $ | 2,602,517 | $ | 755,552 | |||||||
Weighted average shares outstanding, redeemable Class A Ordinary Shares | 34,500,000 | 29,571,429 | |||||||||
Basic and diluted net income (loss) per share, redeemable Class A Ordinary Shares | $ | 0.06 | $ | 0.02 | |||||||
Weighted average shares outstanding, Class B Ordinary Shares | 8,625,000 | 8,460,165 | |||||||||
Basic and diluted net income (loss) per share, Class B Ordinary Shares | $ | 0.06 | $ | 0.02 |
SHAREHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-In | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance—January 1, 2021 | — | $ | — | 8,625,000 | $ | 863 | $ | 24,137 | $ | (5,000 | ) | $ | 20,000 | |||||||||||||||
Sale of 34,500,000 Class A Ordinary Shares, net of underwriting discounts, offering costs and transaction costs allocated to warrant liability | 34,500,000 | 3,450 | — | — | 313,327,147 | — | 313,330,597 | |||||||||||||||||||||
Class A Ordinary Shares subject to possible redemption | (29,262,494 | ) | (2,926 | ) | — | — | (292,622,014 | ) | — | (292,624,940 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (15,725,653 | ) | (15,725,653 | ) | |||||||||||||||||||
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Balance—March 31, 2021 | 5,237,506 | $ | 524 | 8,625,000 | $ | 863 | $ | 20,729,270 | $ | (15,730,653 | ) | $ | 5,000,004 | |||||||||||||||
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Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-In Capital | Accumulated Surplus (Deficit) | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||
Balance—January 1, 2021 | — | $ | — | 8,625,000 | $ | 863 | $ | 24,137 | $ | (5,000) | $ | 20,000 | |||||||||||||||||||||||||||||
Accretion for Class A Ordinary Shares to redemption amount | — | — | — | — | (24,137) | (31,645,266) | (31,669,403) | ||||||||||||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | (15,725,653) | (15,725,653) | ||||||||||||||||||||||||||||||||||
Balance—March 31, 2021 (restated) | — | — | 8,625,000 | 863 | — | (47,375,919) | (47,375,056) | ||||||||||||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | 13,878,688 | 13,878,688 | ||||||||||||||||||||||||||||||||||
Balance—June 30, 2021 (restated) | — | — | 8,625,000 | 863 | — | (33,497,231) | (33,496,368) | ||||||||||||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | 2,602,517 | 2,602,517 | ||||||||||||||||||||||||||||||||||
Balance—September 30, 2021 | — | $ | — | 8,625,000 | $ | 863 | $ | — | $ | (30,894,714) | $ | (30,893,851) |
CASH FLOWS
(UNAUDITED)
Cash flows from operating activities | ||||
Net loss | $ | (15,725,653 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Interest expense on marketable securities held in the Trust Account | (1,095 | ) | ||
Change in fair value of warrant liability | 13,069,538 | |||
Transaction costs allocated to the Warrants | 755,071 | |||
Changes in operating assets and liabilities | ||||
Prepaid expenses | (1,007,641 | ) | ||
Accrued expenses | 1,803,562 | |||
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Net cash used in operating activities | (1,106,218 | ) | ||
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Cash flows from investing activities | ||||
Investment of cash in the Trust Account | (345,000,000 | ) | ||
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Net cash used in investing activities | (345,000,000 | ) | ||
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Cash flows from financing activities | ||||
Proceeds from sale of the Units | 332,066,484 | |||
Underwriting discounts paid | (6,900,000 | ) | ||
Proceeds from sale of the Public Warrants | 12,933,516 | |||
Proceeds from sale of the Private Placements Warrants | 9,900,000 | |||
Repayment of promissory note—related party | (94,890 | ) | ||
Payment of offering costs | (147,461 | ) | ||
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Net cash provided by financing activities | 347,757,649 | |||
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Net change in cash | 1,651,431 | |||
Cash—beginning of period | — | |||
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Cash—end of period | $ | 1,651,431 | ||
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Non-cash investing and financing activities | ||||
Offering costs included in accrued offering costs | $ | 203,607 | ||
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Offering costs paid through promissory note | $ | 89,890 | ||
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Initial classification of Class A Ordinary Shares subject to possible redemption | $ | 300,351,190 | ||
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Change in value of Class A Ordinary Shares subject to possible redemption | $ | (7,726,250 | ) | |
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Deferred underwriting fee payable | $ | 12,075,000 | ||
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Cash flows from operating activities | |||||
Net income (loss) | $ | 755,552 | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities | |||||
Interest income on investments held in the Trust Account | (11,697) | ||||
Transaction costs allocated to the Warrants | 755,071 | ||||
Change in fair value of warrant liability | (3,190,546) | ||||
Changes in operating assets and liabilities | |||||
Prepaid expenses | (744,813) | ||||
Accrued expenses | 259,896 | ||||
Net cash used in operating activities | (2,176,537) | ||||
Cash flows from investing activities | |||||
Investment of cash in the Trust Account | (345,000,000) | ||||
Net cash used in investing activities | (345,000,000) | ||||
Cash flows from financing activities | |||||
Proceeds from sale of the Units, net of underwriting discounts paid | 338,100,000 | ||||
Proceeds from sale of the Private Placement Warrants | 9,900,000 | ||||
Repayment of the Promissory Note—related party | (94,890) | ||||
Payment of offering costs | (397,461) | ||||
Net cash provided by financing activities | 347,507,649 | ||||
Net change in cash | 331,112 | ||||
Cash—beginning of period | — | ||||
Cash—end of period | $ | 331,112 | |||
Non-cash investing and financing activities | |||||
Offering costs included in accrued offering costs | $ | 3,607 | |||
Offering costs paid through the Promissory Note | $ | 89,890 | |||
Deferred underwriting fee payable | $ | 12,075,000 |
MARCH 31,
3.
The remaining transaction costs were charged to equity.
MARCH 31,
6
ALTIMAR ACQUISITION CORP. II
NOTESTO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
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
STATEMENTS
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 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 governing the Warrants.
In further consideration of the SEC Statement,future events considered outside the Company’s control. Therefore, 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
7
ALTIMAR ACQUISITION CORP. II
NOTESTO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
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 common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock 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 the Company’s management’s evaluation, the audit committee of the Company’s board of directors, in consultation with the Company’s management,has concluded that the Private Placement Warrants are not indexedredemption value should include all the Class A Ordinary Shares subject to possible redemption, resulting in the Class A Ordinary Shares subject to possible redemption being equal to their redemption value. In connection with the change in presentation for the Class A Ordinary Shares subject to possible redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro rata to Class A and Class B Ordinary Shares. The presentation contemplates a Business Combination as the most likely outcome, in which case, both the Class A Ordinary Shares and the Class B Ordinary Shares share pro rata in the income (loss) of the Company.
As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statementForm 8-K filed as of February 9, 2021. Under this accounting treatment,2021, the closing date of the Initial Public Offering (collectively, the "Prior Affected Periods"). Therefore, the Company, in consultation with its Audit Committee, concluded that the Prior Affected Periods should be restated to present all Class A Ordinary Shares subject to possible redemption in temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering as well as to restate net income (loss) per share. As such, the Company is requiredreporting these restatements to measure the fair valuePrior Affected Periods in this Amended Quarterly Report.
Balance Sheet as of February 9, 2021 (audited) | As Previously Reported | Adjustment | As Revised | ||||||||||||||
Class A Ordinary Shares subject to possible redemption | $ | 300,351,190 | $ | 44,648,810 | $ | 345,000,000 | |||||||||||
Class A Ordinary Shares | 446 | (446) | — | ||||||||||||||
Additional paid-in capital | 13,003,096 | (13,003,096) | — | ||||||||||||||
Accumulated deficit | (8,004,403) | (31,645,268) | (39,649,671) | ||||||||||||||
Total shareholders' equity (deficit) | 5,000,002 | (44,648,810) | (39,648,808) |
Balance Sheet as of March 31, 2021 (unaudited) | As Previously Reported | Adjustment | As Revised | ||||||||||||||
Class A Ordinary Shares subject to possible redemption | $ | 292,624,940 | $ | 52,375,060 | $ | 345,000,000 | |||||||||||
Class A Ordinary Shares | 524 | (524) | — | ||||||||||||||
Additional paid-in capital | 20,729,270 | (20,729,270) | — | ||||||||||||||
Accumulated deficit | (15,730,653) | (31,645,266) | (47,375,919) | ||||||||||||||
Total shareholders' equity (deficit) | 5,000,004 | (52,375,060) | (47,375,056) |
three months ended March 31, 2021:
Three Months ended March 31, 2021 (unaudited) | As Previously Reported | Adjustment | As Revised | ||||||||||||||
Non-cash investing and financing activities | |||||||||||||||||
Initial classification of Class A Ordinary Shares subject to possible redemption | 300,351,190 | (300,351,190) | — | ||||||||||||||
Change in value of Class A Ordinary Shares subject to possible redemption | (7,726,250) | 7,726,250 | — |
Balance Sheet as of June 30, 2021 (unaudited) | As Previously Reported | Adjustment | As Revised | ||||||||||||||
Class A Ordinary Shares subject to possible redemption | $ | 306,503,630 | $ | 38,496,370 | $ | 345,000,000 | |||||||||||
Class A Ordinary Shares | 385 | (385) | — | ||||||||||||||
Additional paid-in capital | 6,850,719 | (6,850,719) | — | ||||||||||||||
Accumulated deficit | (1,851,965) | (31,645,266) | (33,497,231) | ||||||||||||||
Total shareholders' equity (deficit) | 5,000,002 | (38,496,370) | (33,496,368) |
Six Months ended June 30, 2021 (unaudited) | As Previously Reported | Adjustment | As Revised | ||||||||||||||
Non-cash investing and financing activities | |||||||||||||||||
Initial classification of Class A Ordinary Shares subject to possible redemption | 300,351,192 | (300,351,192) | — | ||||||||||||||
Change in value of Class A Ordinary Shares subject to possible redemption | 6,152,436 | (6,152,436) | — |
As Previously Reported | Adjustments | As Revised | ||||||||||
Balance sheet as of February 9, 2021 | ||||||||||||
Warrant liability | $ | — | $ | 30,077,848 | 30,077,848 | |||||||
Class A Ordinary Shares subject to possible redemption | 330,429,040 | (30,077,848 | ) | 300,351,190 | ||||||||
Class A Ordinary Shares | 146 | 300 | 446 | |||||||||
Additional paid-in capital | 5,003,993 | 7,999,103 | 13,003,096 | |||||||||
Accumulated deficit | (5,000 | ) | (7,999,403 | ) | (8,004,403 | ) |
Net Income (Loss) Per Share | |||||||||||||||||
Three Months Ended March 31, 2021 (unaudited) | As Previously Reported | Adjustment | As Revised | ||||||||||||||
Weighted average shares outstanding - Class A Ordinary Shares | 34,500,000 | (14,950,000) | 19,550,000 | ||||||||||||||
Basic and diluted net income (loss) per share - Class A Ordinary Shares | $ | — | $ | (0.57) | $ | (0.57) | |||||||||||
Weighted average shares outstanding - Class B Ordinary Shares | 8,125,000 | — | 8,125,000 | ||||||||||||||
Basic and diluted net income (loss) per share - Class B Ordinary Shares | $ | (1.94) | $ | 1.37 | $ | (0.57) |
Net Income (Loss) Per Share | |||||||||||||||||
Three Months Ended June 30, 2021 (unaudited) | As Previously Reported | Adjustment | As Revised | ||||||||||||||
Weighted average shares outstanding - Class A Ordinary Shares | 34,500,000 | — | 34,500,000 | ||||||||||||||
Basic and diluted net income (loss) per share - Class A Ordinary Shares | $ | — | $ | 0.32 | $ | 0.32 | |||||||||||
Weighted average shares outstanding - Class B Ordinary Shares | 8,625,000 | — | 8,625,000 | ||||||||||||||
Basic and diluted net income (loss) per share - Class B Ordinary Shares | $ | 1.61 | $ | (1.29) | $ | 0.32 |
Net Income (Loss) Per Share | |||||||||||||||||
Six Months Ended June 30, 2021 (unaudited) | As Previously Reported | Adjustment | As Revised | ||||||||||||||
Weighted average shares outstanding - Class A Ordinary Shares | 34,500,000 | (7,433,702) | 27,066,298 | ||||||||||||||
Basic and diluted net income (loss) per share - Class A Ordinary Shares | $ | — | $ | (0.05) | $ | (0.05) | |||||||||||
Weighted average shares outstanding - Class B Ordinary Shares | 8,376,381 | — | 8,376,381 | ||||||||||||||
Basic and diluted net income (loss) per share - Class B Ordinary Shares | $ | (0.22) | $ | 0.17 | $ | (0.05) |
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus relating to the Initial Public Offering as filed with the SEC on February 5, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on February 16, 2021.
8
ALTIMAR ACQUISITION CORP. II
NOTESTO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
Emerging Growth Company
9
MARCH 31,
Gross proceeds | $ | 345,000,000 | |||
Plus / (less) adjustments to carrying value: | |||||
Proceeds allocated to the Public Warrants | (12,933,516) | ||||
Class A Ordinary Shares issuance costs | (18,735,887) | ||||
Plus: | |||||
Accretion of carrying value to redemption value | 31,669,403 | ||||
Class A Ordinary Shares subject to possible redemption | $ | 345,000,000 |
10
ALTIMAR ACQUISITION CORP. II
NOTESTO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
The Company’s statementbecause the exercise of operations includes a presentationthe Warrants is contingent upon the occurrence of income (loss) per share for ordinaryfuture events. Accretion associated with the redeemable shares subject to possible redemption in a manner similar toof thetwo-class method of income (loss) per ordinary share. Net income per ordinary share, basic and diluted, for redeemable Class A Ordinary Shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Ordinary Shares outstanding since original issuance. Net lossexcluded from earnings per share basic and diluted, for non-redeemable Class B ordinary shares, paras the redemption value $0.0001 per share (the “Class B Ordinary Shares” or the “Founder Shares”), is calculated by dividing the net loss, adjusted for income attributable to redeemable Class A Ordinary Shares, by the weighted average number of non-redeemable Class B Ordinary Shares outstanding for the period. Non-redeemable Class B Ordinary Shares include the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.
approximates fair value.
Three Months Ended March 31, 2021 | ||||
Redeemable Class A Ordinary Shares | ||||
Numerator—earnings allocable to redeemable Class A Ordinary Shares Interest income | $ | 1,095 | ||
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Net earnings | $ | 1,095 | ||
Denominator—weighted average redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, basic and diluted | 34,500,000 | |||
Earnings / basic and diluted redeemable Class A Ordinary Shares | $ | 0.00 | ||
Non-redeemable Class A Ordinary Shares and Class B Ordinary Shares Numerator—net loss minus redeemable net earnings | ||||
Net loss | $ | (15,725,653 | ) | |
Redeemable net earnings | (1,095 | ) | ||
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Non-redeemable net loss | $ | (15,726,748 | ) | |
Denominator—weighted average non-redeemable Class A Ordinary Shares and Class B Ordinary Shares | ||||
Non-redeemable Class A Ordinary Shares and Class B Ordinary Shares, basic and diluted | 8,125,000 | |||
Loss / basic and diluted non-redeemable Class A Ordinary Shares and Class B Ordinary Shares | $ | (1.94 | ) |
As of March 31,
Three Months Ended September 30, 2021 | Nine Months Ended September 30, 2021 | ||||||||||
Redeemable Class A Ordinary Shares | |||||||||||
Numerator: | |||||||||||
Allocation of net income (loss) | $ | 2,082,014 | $ | 587,479 | |||||||
Denominator: | |||||||||||
Basic and diluted weighted average shares outstanding | 34,500,000 | 29,571,429 | |||||||||
Basic and diluted net income (loss) per share | $ | 0.06 | $ | 0.02 | |||||||
Class B Ordinary Shares | |||||||||||
Numerator: | |||||||||||
Allocation of net income (loss) | $ | 520,503 | $ | 168,073 | |||||||
Denominator: | |||||||||||
Basic and diluted weighted average shares outstanding | 8,625,000 | 8,460,165 | |||||||||
Basic and diluted net income (loss) per share | $ | 0.06 | $ | 0.02 |
11
MARCH 31,
statements as the Company did not hold convertible instruments prior to January 1, 2021.
On December 15, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B Ordinary Shares.
12
ALTIMAR ACQUISITION CORP. II
NOTESTO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property.
sheet as of September 30, 2021.
2021, at which point the Promissory Note was no longer available to the Company.
13
ALTIMAR ACQUISITION CORP. II
NOTESTO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
Registration and Shareholder Rights
14
MARCH 31,
•in whole and not in part;
•at a price of $0.01 per Warrant;
•upon a minimum of 30 days’ prior written notice of redemption to each holder of the Warrant; and
15
ALTIMAR ACQUISITION CORP. II
NOTESTO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
•if, and only if, the closing price of the Class A ordinary sharesOrdinary Shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the holders of the Warrants.
•in whole and not in part;
•if, and only if, the closing price of the Class A Ordinary Shares equal or exceeds $10.00 per Class A Ordinary Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sendsends the notice of redemption of the holders of the Warrants.
16
ALTIMAR ACQUISITION CORP. II
NOTESTO 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.
Description | Level | March 31, 2021 | ||||||
Assets: | ||||||||
Marketable securities held in the Trust Account | 1 | 345,001,095 | ||||||
Liabilities: | ||||||||
Warrant liability—Public Warrants | 3 | $ | 15,330,312 | |||||
Warrant liability—Private Placement Warrants | 3 | $ | 20,572,742 |
Description | Level | September 30, 2021 | ||||||||||||
Assets: | ||||||||||||||
Investments held in the Trust Account | 1 | 345,011,697 | ||||||||||||
Liabilities: | ||||||||||||||
Warrant liability—Public Warrants | 1 | $ | 9,070,433 | |||||||||||
Warrant liability—Private Placement Warrants | 3 | $ | 10,572,537 |
17
ALTIMAR ACQUISITION CORP. II
NOTESTO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. The Public Warrants have detached from the Units and the Public Warrants were moved from Level 3 to Level 1. For periods subsequent to the detachment, of the Public Warrants from the Units, the closing price of the Public Warrants will be used as the fair value as of each relevant date.
There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2021.
As of February 9, 2021 (Initial Measurement) | As of March 31, 2021 | |||||||
Stock price | $ | 9.40 | $ | 9.67 | ||||
Strike price | $ | 11.50 | $ | 11.50 | ||||
Term (in years) | 5.0 | 5.0 | ||||||
Volatility | 40.0 | % | 40.0 | % | ||||
Risk-free rate | 0.72 | % | 1.24 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % |
As of September 30, 2021 | |||||
Stock price | $ | 9.85 | |||
Strike price | $ | 11.50 | |||
Term (in years) | 5.0 | ||||
Volatility | 16.5 | % | |||
Risk-free rate | 1.00 | % | |||
Dividend yield | 0.0 | % |
Private | Public | Warrant Liabilities | ||||||||||
Fair value as of January 1, 2021 | $ | — | $ | — | $ | — | ||||||
Initial measurement on February 9, 2021 | 17,144,332 | 12,933,516 | 30,077,848 | |||||||||
Change in valuation inputs or other assumptions | 3,428,410 | 2,396,796 | 5,825,206 | |||||||||
|
|
|
|
|
| |||||||
Fair value as of March 31, 2021 | 20,572,742 | 15,330,312 | 35,903,054 | |||||||||
|
|
|
|
|
|
Private Placement Warrants | Public Warrants | Warrant Liabilities | |||||||||||||||
Fair value as of February 9, 2021 | $ | 17,144,332 | $ | 12,933,516 | $ | 30,077,848 | |||||||||||
Change in valuation inputs or other assumptions | (3,784,363) | (2,932,167) | (6,716,530) | ||||||||||||||
Fair value of Warrants transferred out of Level 3 | — | (10,001,349) | (10,001,349) | ||||||||||||||
Fair value of Level 3 warrant liabilities as of June 30, 2021 | $ | 13,359,969 | $ | — | $ | 13,359,969 | |||||||||||
Change in valuation inputs or other assumptions | $ | (2,787,432) | $ | — | $ | (2,787,432) | |||||||||||
Fair value of Level 3 Warrant Liabilities as of September 30, 2021 | $ | 10,572,537 | $ | — | $ | 10,572,537 |
18
10-Q (this “Quarterly Report”).10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.shares,share capital, debt or a combination of cash, sharesshare capital and debt.March 31,September 30, 2021. All activity for the period from December 7, 2020 (inception) through March 31,September 30, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering as described below and, subsequent to the closing of the Initial Public Offering, identifying a target company for a Business Combination.Combination, and activities in connection with the proposed business combination with Fathom Holdco, LLC. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securitiesinvestments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.March 31,September 30, 2021, we had a net lossincome of $15,725,653,$2,602,517, which consists of the decrease in the fair value of warrant liability of $3,718,348, operating costs of $1,121,132, and interest income on investments held in the Trust Account of $5,301.$1,902,139,$1,691,620 and transaction costs allocated to the Warrants of $755,071, andoffset by a changedecrease in the fair value of warrant liability of $13,069,538, offset by$3,190,546 and interest income on marketable securitiesinvestments held in the Trust Account of $1,095.19
20
21
Net Income (Loss) Per Ordinary Share
We apply
The calculation of diluted income (loss) per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants, because the exercise of the warrants is contingent upon the occurrence of future events.
the Company’sour management, including the Company’sour principal executive officer and principal financial and accounting officer, the Companywe conducted an evaluation of the effectiveness of the Company’sour disclosure controls and procedures as of the end of the fiscal quarter ended March 31,September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the Company’s principal executive officer and principal financial officer have concluded that, solely due to the events that led to the Company’s revisionrestatement of its February 9,Post-Initial Public Offering Balance Sheet and its unaudited interim condensed financial statements for the quarters ended March 31, 2021, audited balance sheet (the “Revision”June 30, 2021 and September 30, 2021 (collectively, the “Restatement”) to reclassifyproperly account for the Warrants as derivative liabilities instead of as components of equityClass A Ordinary Shares subject to possible redemption as described in Note 21A to the unaudited interim condensed financial statements, a material weakness existed and the Company’s disclosure controls and procedures were not effective.Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in its reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer, principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.the Company’sour internal control over financial reporting (as such term is defined in Rules 13a-15(f) an 15d-15(f) of the Exchange Act) that occurred during the fiscal quarterthree months ended March 31,September 30, 2021 covered by this Amended Quarterly Report that has materially affected, or is reasonably likely to materially affect, the Company’sour internal control over financial reporting. In light of the material weakness identified and the related RevisionRestatement described in Note 21A to the unaudited interim condensed financial statements, the Company plans to enhance its processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to its financial statements. The Company’s plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among its personnel and third-party professionals with whom the Company consults regarding complex accounting applications. The elements of its remediation plan can only be accomplished over time, and the Company can offer no assurance that these initiatives will ultimately have the intended effects.22
complete its initial Business Combination.Factors that could causeCompany’s actual business, financial condition and/or resultsdate of operations to differ materially from those in this Amended Quarterly Report, are any of the risksthere have been no material changes with respect to those risk factors describedpreviously disclosed in the Registration Statement and the additional risk factors set forth below.quarterly report for the fiscal quarter ending March 31, 2021 (the “March 2021 Quarterly Report"). Any of these risk factors could result in a significant or material adverse effect on the Company’s business, financial condition and/or results of operations. Additional risk factors not presently known to the Company or that the Company currently deems immaterial may also impair the Company’s business, financial condition and/or results of operations.The Warrants are accounted for as liabilities, and the changes in value of the Warrants could have a material effect on our financial condition and results of operations.On April 12, 2021, the staff of the SEC (the “Staff”) issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”).” In light of the Staff’s statement and guidance in ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity,” our management evaluated the terms of the warrant agreement entered into in connection with the Initial Public Offering and concluded that the Warrants include provisions that, based on the Staff’s statement, preclude the Warrants from being classified as components of equity. As a result, we have classified the Warrants as liabilities. Under this accounting treatment, we are required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in our results of operations for the current period. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside our control. We expect that we will recognize non-cash gains or losses due to the quarterly fair valuation of the Warrants and that such gains or losses could be material.Revision,Restatement, our management has concluded that our disclosure controls and procedures were not effective as of March 31,September 30, 2021 due to a material weakness in internal control over financial reporting solely related to the classification of a portion of our accounting for the Warrants and, ifClass A Ordinary Shares as permanent equity. If we are unable to 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 and results of operations.FollowingSEC Statement,Company’s unaudited interim condensed financial statements as of and after consultation with ourfor the three and nine months ended September 30, 2021, the Company identified an error in its previously issued financial statements for the Affected Periods: that a portion of its Class A Ordinary Shares were incorrectly classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial Business Combination only if the Company has net tangible assets of at least $5,000,001.teamrecently re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of its Class A Ordinary Shares and our independent registered public accounting firm,upon such re-evaluation, management determined that the audit committeeClass A Ordinary Shares include certain provisions that require classification of our board of directors concluded that, in lighta portion of the SEC Statement, it was appropriateClass A Ordinary Shares as temporary equity regardless of the minimum net tangible assets required by the Company to revise our previously issued audited balance sheet as of February 9, 2021. As part of such process, we identified a material weakness in our internal controls over financial reporting, solely related to our accounting for the Warrants.regarding timing filing of periodic reports in addition toand applicable stock exchange listing requirements, and 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 that we may take in the future, will be sufficient to avoid potential future material weaknesses.23
Unregistered Sales of Equity SecuritiesOn December 15, 2020, the Sponsor paid $25,000, or approximately $0.003 per Class B Ordinary Share, to cover certain offering and formation costs of the Company in consideration of 8,625,000 Class B Ordinary Shares. On January 28, 2021, the Sponsor transferred 25,000 Class B Ordinary Shares to certain of the Company’s directors, namely Kevin L. Beebe, Payne D. Brown, Richard M. Jelinek, Roma Khanna, Michael Rubenstein, Vijay K. Sondhi and Michael Vorhaus, resulting in the Sponsor holding 8,450,000 Class B Ordinary Shares. Of the 8,625,000 Class B Ordinary Shares outstanding, up to 1,125,000 Class B Ordinary Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full or in part by the underwriters in the Initial Public Offering, so that the number of the Class B Ordinary Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares after the consummation of the Initial Public Offering. The underwriters exercised in full their over-allotment option in connection with the consummation of the Initial Public Offering and, as a result, 1,125,000 Class B Ordinary Shareslonger subject to forfeiture. The Class B Ordinary Shares were issued in connection withunregistered sales of equity securities during the Company’s organization pursuant tonine months ended September 30, 2021. Unregistered sales of equity securities and use of proceeds during the exemption from registration contained in Section 4(a)(2) of the Securities Act.On February 9,three months ended March 31, 2021 the Company consummated the Initial Public Offering of 34,500,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units. Each Unit consists of one Class A Ordinary Share and one-fourth of one redeemable Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per unit, generating gross proceeds of $345,000,000 to the Company. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as joint book-running managers for the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act on the Registration Statement. The SEC declared the Registration Statement effective on February 4, 2021.Concurrently with the consummation of the Initial Public Offering, the Company consummated the private placement of an aggregate of 9,900,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $9,900,000 to the Company. The Private Placement Warrants are identical to the Public Warrants included as part of the units sold in the Initial Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, subject to certain limited exceptions set forth in the Registration Statement, (ii) may not (including the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants) be transferred, assigned or sold until thirty (30) days after the completion of the initial Business Combination, subject to certain limited exceptions set forth in the Registration Statement, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to the private placement of the Private Placement Warrants to the Sponsor. The issuance and sale of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.Use of ProceedsOf the gross proceeds received from the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants, $345,000,000 was placed in the Trust Account, comprised of $338,100,000 of the proceeds from the Initial Public Offering and full exercise by the underwriters of their over-allotment option (which amount includes $12,075,000 of the underwriting deferred discounts and commissions) and $6,900,000 of the proceeds from the sale of the Private Placement Warrants. The Company paid a total of $6,900,000 in underwriting discounts and commissions and $515,958 for other costs and expenses related to the Initial Public Offering.For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of thisMarch 2021 Quarterly Report.24
25
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26
ALTIMAR ACQUISITION CORP. II | ||||||||||||||||
Date: | By: | /s/ Tom Wasserman | ||||||||||||||
Name: | Tom Wasserman | |||||||||||||||
Title: | Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors | |||||||||||||||
Date: | By: | /s/ Wendy Lai | ||||||||||||||
Name: | Wendy Lai | |||||||||||||||
Title: | Chief Financial Officer (Principal Financial Officer) |