☒ | 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 |
Cayman Islands | 98-1572684 | |
(State or other jurisdiction | ( Identification No.) |
New York, | ||
(Address of | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one Class A ordinary share, $0.0001 par value one-fifth of one redeemable warrant to acquire one Class A ordinary share | ACQRU | The Nasdaq | ||
Class A ordinary shares | ACQR | The Nasdaq | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share | ACQRW | The Nasdaq |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | ☒ | ||||
Emerging growth company | ☒ |
INDEPENDENCE HOLDINGS CORP.
Quarterly Report on Form
Table of Contents
Page No. | ||||||
1 | ||||||
Item 1. | ||||||
1 | ||||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2. | ||||||
Item 3. | ||||||
Item 4. | ||||||
Item 1. | ||||||
Item 1A. | ||||||
Item 2. | ||||||
26 | ||||||
Item 3. | Defaults Upon Senior Securities | 26 | ||||
Item 4. | Mine Safety Disclosures | 26 | ||||
Item 5. | Other Information | 26 | ||||
Item 6. | Exhibits | 27 | ||||
28 |
September 30, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
Assets: | ||||||||
Current assets: | ||||||||
Cash | $ | 1,435,699 | $ | — | ||||
Prepaid expenses | 1,015,642 | 13,162 | ||||||
Total current assets | 2,451,341 | 13,162 | ||||||
Investments held in Trust Account | 495,938,352 | — | ||||||
Deferred offering costs associated with initial public offering | — | 111,335 | ||||||
Total Assets | $ | 498,389,693 | $ | 124,497 | ||||
Total Liabilities,- Shares Subject To Possible Redemption and Shareholders’ Equity (Deficit): | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 66,490 | $ | 52,989 | ||||
Accrued expenses | 102,375 | 58,385 | ||||||
Note payable - related party | — | 4,053 | ||||||
Total current liabilities | 168,865 | 115,427 | ||||||
Deferred underwriting commissions | 17,356,818 | — | ||||||
Derivative warrant liabilities | 19,946,820 | — | ||||||
Total liabilities | 37,472,503 | 115,427 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption; 49,590,908 and -0- | 495,909,080 | — | ||||||
Shareholders’ Equity (Deficit): | ||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; 0ne issued and outstanding at September 30, 2021 and December 31, 2020 | 0— | — | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 0 nonredeemable Class A ordinary shares issued or outstandinshares authorized; g | — | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 12,397,727 and 12,506,250 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 1,240 | 1,251 | ||||||
Additional paid-in capital | — | 23,749 | ||||||
Accumulated deficit | (34,993,130 | ) | (15,930 | ) | ||||
Total shareholders’ equity (deficit) | (34,991,890 | ) | 9,070 | |||||
Total Liabilities, Class A Ordinary Shares Subject To Possible Redemption and Shareholders’ Equity (Deficit) | $ | 498,389,693 | $ | 124,497 | ||||
September 30, 2022 | December 31, 2021 | |||||||
(Unaudited) | ||||||||
Assets: | ||||||||
Current assets: | ||||||||
Cash | $ | 713,649 | $ | 1,260,014 | ||||
Prepaid expenses | 325,193 | 817,751 | ||||||
Total current assets | 1,038,842 | 2,077,765 | ||||||
Investments held in Trust Account | 498,906,770 | 495,948,830 | ||||||
Total Assets | $ | 499,945,612 | $ | 498,026,595 | ||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 68,780 | $ | 21,714 | ||||
Accrued expenses | 7,500 | 70,000 | ||||||
Total current liabilities | 76,280 | 91,714 | ||||||
Deferred underwriting commissions | 17,356,818 | 17,356,818 | ||||||
Derivative warrant liabilities | 2,469,600 | 16,907,300 | ||||||
Total liabilities | 19,902,698 | 34,355,832 | ||||||
Commitments and Contingencies | ||||||||
Class A ordinary shares subject to possible redemption; 49,590,908 shares at $10.06 and 10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively | 498,806,770 | 495,909,080 | ||||||
Shareholders’ Deficit: | ||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding at September 30, 2022 and December 31, 2021 | — | — | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable Class A ordinary shares issued or outstanding at September 30, 2022 and December 31, 2021 | — | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 12,397,727 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 1,240 | 1,240 | ||||||
Additional paid-in capital | — | — | ||||||
Accumulated deficit | (18,765,096 | ) | (32,239,557 | ) | ||||
Total shareholders’ deficit | (18,763,856 | ) | (32,238,317 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 499,945,612 | $ | 498,026,595 | ||||
For the Three Months Ended September 30, 2021 | For the Nine Months Ended September 30, 2021 | |||||||
General and administrative expenses | $ | 278,803 | $ | 659,378 | ||||
Administrative expenses - related party | 30,000 | 67,419 | ||||||
Loss from operations | (308,803 | ) | (726,797 | ) | ||||
Other income (expenses) | ||||||||
Change in fair value of derivative warrant liabilities | 1,139,810 | 1,139,810 | ||||||
Financing costs - derivative warrant liabilities | — | (634,480 | ) | |||||
Interest income from investments held in Trust Account | 6,381 | 29,272 | ||||||
Net income (loss) | $ | 837,388 | $ | (192,195 | ) | |||
Weighted average number of Class A ordinary shares - basic and diluted | 49,590,908 | 37,056,942 | ||||||
Basic and diluted net income (loss) per share, Class A | $ | 0.01 | $ | (0.00 | ) | |||
Weighted average number of Class B ordinary shares – basic and diluted | 12,397,727 | 12,007,284 | ||||||
Basic and diluted net income (loss) per share, Class B | $ | 0.01 | $ | (0.00 | ) | |||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
General and administrative expenses | $ | 288,624 | $ | 278,803 | $ | 933,489 | $ | 659,378 | ||||||||
Administrative expenses—related party | 30,000 | 30,000 | 90,000 | 67,419 | ||||||||||||
Loss from operations | (318,624 | ) | (308,803 | ) | (1,023,489 | ) | (726,797 | ) | ||||||||
Other income (expenses): | ||||||||||||||||
Change in fair value of derivative warrant liabilities | 1,519,770 | 1,139,810 | 14,437,700 | 1,139,810 | ||||||||||||
Financing costs—derivative warrant liabilities | — | — | — | (634,480 | ) | |||||||||||
Interest income from investments held in Trust Account | 2,238,508 | 6,381 | 2,957,940 | 29,272 | ||||||||||||
Net income (loss) | $ | 3,439,654 | $ | 837,388 | $ | 16,372,151 | $ | (192,195 | ) | |||||||
Weighted average number of Class A ordinary shares—basic and diluted | 49,590,908 | 49,590,908 | 49,590,908 | 37,056,942 | ||||||||||||
Basic and diluted net income (loss) per share, Class A | $ | 0.06 | $ | 0.01 | $ | 0.26 | $ | (0.00 | ) | |||||||
Weighted average number of Class B ordinary shares—basic and diluted | 12,397,727 | 12,397,727 | 12,397,727 | 12,007,284 | ||||||||||||
Basic and diluted net income (loss) per share, Class B | $ | 0.06 | $ | 0.01 | $ | 0.26 | $ | (0.00 | ) | |||||||
Ordinary Shares | Additional Paid-in Capital | Total Shareholders’ Deficit | ||||||||||||||||||||||||||
Class A | Class B | Accumulated Deficit | ||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance—December 31, 2021 | — | $ | — | 12,397,727 | $ | 1,240 | $ | — | $ | (32,239,557 | ) | $ | (32,238,317 | ) | ||||||||||||||
Net income | — | — | — | — | — | 7,825,776 | 7,825,776 | |||||||||||||||||||||
Balance—March 31, 2022 (Unaudited) | — | — | 12,397,727 | 1,240 | — | (24,413,781 | ) | (24,412,541 | ) | |||||||||||||||||||
Remeasurement of Class A ordinary shares subject to possible redemption | — | — | — | — | — | (659,182 | ) | (659,182 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 5,106,721 | 5,106,721 | |||||||||||||||||||||
Balance—June 30, 2022 (Unaudited) | — | — | 12,397,727 | 1,240 | — | (19,966,242 | ) | (19,965,002 | ) | |||||||||||||||||||
Remeasurement of Class A ordinary shares subject to possible redemption | — | — | — | — | — | (2,238,508 | ) | (2,238,508 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 3,439,654 | 3,439,654 | |||||||||||||||||||||
Balance—September 30, 2022 (Unaudited) | — | $ | — | 12,397,727 | $ | 1,240 | $ | — | $ | (18,765,096 | ) | $ | (18,763,856 | ) | ||||||||||||||
Ordinary Shares | Additional Paid-in Capital | Total Shareholders’ Equity (Deficit) | ||||||||||||||||||||||||||
Class A | Class B | Accumulated Deficit | ||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance - December 31, 2020 | 0 | $ | 0 | 12,506,250 | $ | 1,251 | $ | 23,749 | $ | (15,930 | ) | $ | 9,070 | |||||||||||||||
Excess of cash received over fair value of private placement warrants | — | — | — | — | 3,540,732 | — | 3,540,732 | |||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption | — | — | — | — | (3,564,481 | ) | (34,785,016 | ) | (38,349,497 | ) | ||||||||||||||||||
Net income | — | — | — | — | — | 2,302,546 | 2,302,546 | |||||||||||||||||||||
Balance - March- 31, 2021 (unaudited) (restated) (1) | 0 | 0 | 12,506,250 | 1,251 | 0 | (32,498,400 | ) | (32,497,149 | ) | |||||||||||||||||||
Forfeiture of Class B ordinary shares | — | — | (108,523 | ) | (11 | ) | 11 | — | — | |||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption | — | — | — | — | (11 | ) | 11 | — | ||||||||||||||||||||
Net loss | — | — | — | — | — | (3,332,129 | ) | (3,332,129 | ) | |||||||||||||||||||
Balance - June 30, 2021 (unaudited) (restated) (1) | 0 | 0 | 12,397,727 | 1,240 | 0 | (35,830,518 | ) | (35,829,278 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 837,388 | 837,388 | |||||||||||||||||||||
Balance - September 30, 2021 (unaudited) | 0 | $ | 0 | 12,397,727 | $ | 1,240 | $ | 0 | $ | (34,993,130 | ) | $ | (34,991,890 | ) | ||||||||||||||
Ordinary Shares | Additional Paid-in Capital | Total Shareholders’ Deficit | ||||||||||||||||||||||||||
Class A | Class B | Accumulated Deficit | ||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance—December 31, 2020 | — | $ | — | 12,506,250 | $ | 1,251 | $ | 23,749 | $ | (15,930 | ) | $ | 9,070 | |||||||||||||||
Excess of cash received over fair value of private placement warrants | — | — | — | — | 3,540,732 | — | 3,540,732 | |||||||||||||||||||||
Remeasurement of Class A ordinary shares subject to possible redemption | — | — | — | — | (3,564,481 | ) | (34,785,016 | ) | (38,349,497 | ) | ||||||||||||||||||
Net income | — | — | — | — | — | 2,302,546 | 2,302,546 | |||||||||||||||||||||
Balance—March 31, 2021 (Unaudited) | — | — | 12,506,250 | 1,251 | — | (32,498,400 | ) | (32,497,149 | ) | |||||||||||||||||||
Forfeiture of Class B ordinary shares | — | — | (108,523 | ) | (11 | ) | 11 | — | — | |||||||||||||||||||
Remeasurement of Class A ordinary shares subject to possible redemption | — | — | — | — | (11 | ) | 11 | — | ||||||||||||||||||||
Net loss | — | — | — | — | — | (3,332,129 | ) | (3,332,129 | ) | |||||||||||||||||||
Balance—June 30, 2021 (Unaudited) | — | — | 12,397,727 | 1,240 | — | (35,830,518 | ) | (35,829,278 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 837,388 | 837,388 | |||||||||||||||||||||
Balance—September 30, 2021 (Unaudited) | — | $ | — | 12,397,727 | $ | 1,240 | $ | — | $ | (34,993,130 | ) | $ | (34,991,890 | ) | ||||||||||||||
Nine Months Ended September 30, | ||||||||||||
2022 | 2021 | |||||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net loss | $ | (192,195 | ) | |||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Net income (loss) | $ | 16,372,151 | $ | (192,195 | ) | |||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||||||
Interest income from investments held in Trust Account | (29,272 | ) | (2,957,940 | ) | (29,272 | ) | ||||||
Financing costs - derivative warrant liabilities | 634,480 | |||||||||||
Financing costs—derivative warrant liabilities | — | 634,480 | ||||||||||
Change in fair value of derivative warrant liabilities | (1,139,810 | ) | (14,437,700 | ) | (1,139,810 | ) | ||||||
Changes in operating assets and liabilities: | ||||||||||||
Prepaid expenses | (1,002,480 | ) | 492,558 | (1,002,480 | ) | |||||||
Accounts payable | 51,001 | 47,066 | 51,001 | |||||||||
Accrued expenses | 32,375 | 7,500 | 32,375 | |||||||||
Net cash used in operating activities | (1,645,901 | ) | (476,365 | ) | (1,645,901 | ) | ||||||
Cash Flows from Investing Activities: | ||||||||||||
Cash deposited in Trust Account | (495,909,080 | ) | — | (495,909,080 | ) | |||||||
Net cash used in investing activities | (495,909,080 | ) | — | (495,909,080 | ) | |||||||
Cash Flows from Financing Activities: | ||||||||||||
Repayment of note payable to related party | (170,558 | ) | — | (170,558 | ) | |||||||
Proceeds received from initial public offering, gross | 495,909,080 | — | 495,909,080 | |||||||||
Proceeds received from private placement | 13,618,182 | — | 13,618,182 | |||||||||
Offering costs paid | (10,366,024 | ) | (70,000 | ) | (10,366,024 | ) | ||||||
Net cash provided by financing -activities | 498,990,680 | |||||||||||
Net cash (used in) provided by financing activities | (70,000 | ) | 498,990,680 | |||||||||
Net increase - in cash | 1,435,699 | |||||||||||
Cash - beginning of the period | 0 | |||||||||||
Net increase in cash | (546,365 | ) | 1,435,699 | |||||||||
Cash—beginning of the period | 1,260,014 | — | ||||||||||
Cash - end of the period | $ | 1,435,699 | ||||||||||
Cash—end of the period | $ | 713,649 | $ | 1,435,699 | ||||||||
Supplemental disclosure - of noncash investing and financing activities: | ||||||||||||
Supplemental disclosure of noncash investing and financing activities: | ||||||||||||
Offering costs included in accrued expenses | $ | 70,000 | $ | — | $ | 70,000 | ||||||
Offering costs paid by related party under promissory note | $ | 129,005 | $ | — | $ | 129,005 | ||||||
Reversal of accrued expenses | $ | 58,385 | $ | — | $ | 58,385 | ||||||
Outstanding accounts payable balance paid by related party under note payable | $ | 37,500 | $ | — | $ | 37,500 | ||||||
Deferred underwriting commissions | $ | 17,356,818 | $ | — | $ | 17,356,818 | ||||||
Remeasurement of Class A ordinary shares subject to possible redemption | $ | 2,897,690 | $ | 38,349,497 |
As of March 11, 2021 | As Reported, As Revised | Adjustment | As Restated | |||||||||
Class A ordinary shares subject to redemption at $10.00 per share | $ | 455,454,240 | $ | 40,454,840 | $ | 495,909,080 | ||||||
Class A ordinary shares | 405 | (405 | ) | — | ||||||||
Additional paid-in capital | 5,677,145 | (5,677,145 | ) | — | ||||||||
Accumulated deficit | (678,794 | ) | (34,777,290 | ) | (35,456,084 | ) | ||||||
Total shareholders’ equity (deficit) | $ | 5,000,007 | $ | (40,454,840 | ) | $ | (35,454,833 | ) | ||||
Number of Class A ordinary shares subject to redemption | 45,545,424 | 4,045,484 | 49,590,908 | |||||||||
Number of Class A ordinary shares in permanent equity | 4,045,484 | (4,045,484 | ) | — |
As of March 31, 2021 | As Previously Reported | Adjustment | As Restated | |||||||||
Class A ordinary shares subject to redemption at $10.00 per share | $ | 458,411,930 | $ | 37,497,150 | $ | 495,909,080 | ||||||
Class A ordinary shares | 375 | (375 | ) | — | ||||||||
Additional paid-in capital | 2,711,759 | (2,711,759 | ) | — | ||||||||
Retained earnings (accumulated deficit) | 2,286,616 | (34,785,016 | ) | (32,498,400 | ) | |||||||
Total shareholders’ equity (deficit) | $ | 5,000,001 | $ | (37,497,150 | ) | $ | (32,497,149 | ) | ||||
Number of Class A ordinary shares subject to redemption | 45,841,193 | 3,749,715 | 49,590,908 | |||||||||
Number of Class A ordinary shares in permanent equity | 3,749,715 | (3,749,715 | ) | — |
Three Months Ended March 31, 2021 | As Previously Reported | Adjustment | As Restated | |||||||||
Sale of Shares in Initial Public Offering, Gross | ||||||||||||
Class A ordinary shares, par value $0.0001 | $ | 4,959 | $ | (4,959 | ) | $ | — | |||||
Additional paid-in capital | $ | 484,894,941 | $ | (484,894,941 | ) | $ | — | |||||
Total shareholders’ equity (deficit) | $ | 484,899,900 | $ | (484,899,900 | ) | $ | — | |||||
Offering Costs | ||||||||||||
Additional paid-in capital | $ | (27,340,317 | ) | $ | 27,340,317 | $ | — | |||||
Total shareholders’ equity (deficit) | $ | (27,340,317 | ) | $ | 27,340,317 | $ | — | |||||
Class A ordinary shares Subject to Possible Redemption | ||||||||||||
Class A ordinary shares, par value $0.0001 | $ | (4,584 | ) | $ | 4,584 | $ | — | |||||
Additional paid-in capital | $ | (458,407,346 | ) | $ | 458,407,346 | $ | — | |||||
Total shareholders’ equity (deficit) | $ | (458,411,930 | ) | $ | 458,411,930 | $ | — | |||||
Accretion of Class A ordinary shares to Redemption Amount | ||||||||||||
Additional paid-in capital | $ | — | $ | (3,564,481 | ) | $ | (3,564,481 | ) | ||||
Accumulated deficit | $ | — | $ | (34,785,016 | ) | $ | (34,785,016 | ) | ||||
Total shareholders’ equity (deficit) | $ | — | $ | (38,349,497 | ) | $ | (38,349,497 | ) |
Form 10-Q: three months ended March 31, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Supplemental Disclosure of Noncash Financing Activities | ||||||||||||
Initial value of Class A ordinary shares subject to possible redemption | $ | 455,454,240 | $ | (455,454,240 | ) | $ | — | |||||
Change in value of Class A ordinary shares subject to possible redemption | $ | 2,957,690 | $ | (2,957,690 | ) | $ | — |
As of June 30, 2021 | As Previously Reported | Adjustment | As Restated | |||||||||
Class A ordinary shares subject to redemption at $10.00 per share | $ | 455,079,800 | $ | 40,829,280 | $ | 495,909,080 | ||||||
Class A ordinary shares | 408 | (408 | ) | — | ||||||||
Additional paid-in capital | 6,043,867 | (6,043,867 | ) | — | ||||||||
Accumulated deficit | (1,045,513 | ) | (34,785,005 | ) | (35,830,518 | ) | ||||||
Total shareholders’ equity (deficit) | $ | 5,000,002 | $ | (40,829,280 | ) | $ | (35,829,278 | ) | ||||
Number of Class A ordinary shares subject to redemption | 45,507,980 | 4,082,928 | 49,590,908 | |||||||||
Number of Class A ordinary shares in permanent equity | 4,082,928 | (4,082,928 | ) | — |
Three Months Ended June 30, 2021 | As Previously Reported | Adjustment | As Restated | |||||||||
Class A ordinary shares Subject to Possible Redemption | ||||||||||||
Class A ordinary shares, par value $0.0001 | $ | 33 | $ | (33 | ) | $ | — | |||||
Additional paid-in capital | $ | 3,332,097 | $ | (3,332,097 | ) | $ | — | |||||
Total shareholders’ equity (deficit) | $ | 3,332,130 | $ | (3,332,130 | ) | $ | — | |||||
Accretion of Class A ordinary shares to Redemption Amount | ||||||||||||
Additional paid-in capital | $ | — | $ | (11 | ) | $ | (11 | ) | ||||
Accumulated deficit | $ | — | $ | 11 | $ | 11 |
Form 10-Q: six months ended June 30, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Supplemental Disclosure of Noncash Financing Activities | ||||||||||||
Initial value of Class A ordinary shares subject to possible redemption | $ | 455,454,240 | $ | (455,454,240 | ) | $ | — | |||||
Change in value of Class A ordinary shares subject to possible redemption | $ | (374,440 | ) | $ | 374,440 | $ | — |
EPS for Class A ordinary share (redeemable) | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Form 10-Q (March 31, 2021) - three months ended March 31, 2021 | ||||||||||||
Weighted average shares outstanding | 45,559,508 | (33,988,296 | ) | 11,571,212 | ||||||||
Basic and diluted earnings per share | $ | — | $ | 0.10 | $ | 0.10 | ||||||
Form 10-Q (June 30, 2021) - three months ended June 30, 2021 | ||||||||||||
Weighted average shares outstanding | 45,837,531 | 3,753,377 | 49,590,908 | |||||||||
Basic and diluted earnings per share | $ | — | $ | (0.05 | ) | $ | (0.05 | ) | ||||
Form 10-Q (June 30, 2021) - six months ended June 30, 2021 | ||||||||||||
Weighted average shares outstanding | 45,785,402 | (15,099,315 | ) | 30,686,087 | ||||||||
Basic and diluted earnings per share | $ | — | $ | (0.02 | ) | $ | (0.02 | ) |
EPS for Class B ordinary share (non-redeemable) | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Form 10-Q (March 31, 2021) - three months ended March 31, 2021 | ||||||||||||
Weighted average shares outstanding - basic | 12,154,044 | (940,660 | ) | 11,213,384 | ||||||||
Weighted average shares outstanding - diluted | 12,154,044 | 243,683 | 12,397,727 | |||||||||
Basic and diluted earnings per share | $ | 0.19 | $ | (0.09 | ) | $ | 0.10 | |||||
Form 10-Q (June 30, 2021) - three months ended June 30, 2021 | ||||||||||||
Weighted average shares outstanding | 16,151,104 | (3,753,377 | ) | 12,397,727 | ||||||||
Basic and diluted earnings per share | $ | (0.21 | ) | $ | 0.16 | $ | (0.05 | ) | ||||
Form 10-Q (June 30, 2021) - six months ended June 30, 2021 | ||||||||||||
Weighted average shares outstanding | 14,163,615 | (2,354,788 | ) | 11,808,827 | ||||||||
Basic and diluted earnings per share | $ | (0.07 | ) | $ | 0.05 | $ | (0.02 | ) |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, 2021 | September 30, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per ordinary share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income (loss)- basic and diluted | $ | 669,910 | $ | 167,478 | $ | (145,160 | ) | $ | (47,035 | ) | ||||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average common shares outstanding | 49,590,908 | 12,397,727 | 37,056,942 | 12,007,284 | ||||||||||||
Basic and diluted net income (loss) per ordinary share | $ | 0.01 | $ | 0.01 | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
Diluted net income per ordinary share | $ | 0.01 | $ | 0.01 | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
Basic and diluted net income (loss) per ordinary share: | ||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||
Allocation of net income (loss)—basic and diluted | $ | 2,751,723 | $ | 687,931 | $ | 669,910 | $ | 167,478 | $ | 13,097,721 | $ | 3,274,430 | $ | (145,160 | ) | $ | (47,035 | ) | ||||||||||||||
Denominator: | ||||||||||||||||||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding | 49,590,908 | 12,397,727 | 49,590,908 | 12,397,727 | 49,590,908 | 12,397,727 | 37,056,942 | 12,007,284 | ||||||||||||||||||||||||
Basic and diluted net income (loss) per ordinary share | $ | 0.06 | $ | 0.06 | $ | 0.01 | $ | 0.01 | $ | 0.26 | $ | 0.26 | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||||||||
Gross proceeds | $ | 495,909,080 | ||
Less: | ||||
Proceeds allocated to public warrants | (11,009,180 | ) | ||
Class A ordinary share issuance costs | (27,340,317 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 38,349,497 | |||
Class A ordinary share subject to possible redemption | $ | 495,909,080 | ||
Gross proceeds | $ | 495,909,080 | ||
Less: | ||||
Proceeds allocated to public warrants | (11,009,180 | ) | ||
Class A ordinary share issuance costs | (27,340,317 | ) | ||
Plus: | ||||
Remeasurement of carrying value to redemption value | 38,349,497 | |||
Class A ordinary share subject to possible redemption, December 31, 2021 | $ | 495,909,080 | ||
Remeasurement of Class A ordinary shares subject to possible redemption | 2,897,690 | |||
Class A ordinary share subject to possible redemption, September 30, 2022 | $ | 498,806,770 | ||
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account | $ | 495,938,352 | $ | 0— | $ | 0— | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities - Public | $ | 10,414,090 | $ | 0— | $ | — | ||||||
Derivative warrant liabilities - Private | $ | 0— | $ | 9,532,730 | $ | 0— |
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account | $ | 498,906,770 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities—Public | $ | 1,289,360 | $ | — | $ | — | ||||||
Derivative warrant liabilities—Private | $ | — | $ | 1,180,240 | $ | — |
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account | $ | 495,948,830 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities—Public | $ | 8,827,180 | $ | — | $ | — | ||||||
Derivative warrant liabilities—Private | $ | — | $ | 8,080,120 | $ | — |
Related Party -Transactions
Founder -Shares
On December 11, 2020, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on our behalf in exchange for issuance of 11,500,000 Class B ordinary shares (the “Founder Shares”). In March 2021, we issued to the initial shareholders an additional 1,006,250 Founder Shares, resulting in the Sponsor holding an aggregate of 12,506,250 Founder Shares. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,631,250 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional unitsUnits was not exercised in full by the underwriters, so that the Founder Shares will represent 20% of our issued and outstanding shares after the Initial Public Offering. Also in March 2021, our Sponsor transferred 25,000 Founder Shares to each of our independent directors, as well as another transferee (which amounts have been adjusted for the share issuance of 1,006,250 ordinary shares, as well as transfers back to our Sponsor by our independent directors and such other transferee of 2,187 ordinary shares each, which they received as a result of the share issuance). On March 9, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 6,090,908 Units; leaving only 108,523 Class B ordinary shares remain subject to forfeiture. On April 22, 2021, the underwriters’ over-allotment option expired, and the Sponsor forfeited 108,523 shares of Class B ordinary shares accordingly.
The Initial Shareholdersinitial shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the Initial Business Combination and (B) subsequent to the Initial Business
22
Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
Related Party Loans
On December 7, 2020, the Sponsor agreed to loan us up to $300,000 pursuant to a promissory note. The note (the “Note”). The Note was
In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, members of our founding team or any of their affiliates may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”).required. If we complete an Initial Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2022 and December 31, 2021, we had no borrowings under the Working Capital Loans.
Administrative Services Agreement
Commencing on the date that our securities were first listed on Nasdaq until the earlier of our consummation of an Initial Business Combination or our liquidation, we agreed to pay affiliates of the Sponsor a total of $10,000 per month, in the aggregate, for office space, secretarial and administrative services provided to us.
In addition, the Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any
During the three and nine months ended September 30, 2022 and 2021, we incurred $30,000 and approximately $67,000$30,000 in expenses for these services, which is included in administrative expenses—relatedexpenses-related party on the accompanying unaudited condensed statements of operations. During the nine months ended September 30, 2022 and 2021, we incurred $90,000 and approximately $67,000, respectively, in expenses for these services, which is included in administrative expenses-related party on the accompanying unaudited condensed statements of operations. As of September 30, 2022 and December 31, 2021, we had $30,000 included in accrued expenses on the unaudited condensed balance sheet related to these expenses.
Contractual Obligations
Registration and Shareholder Rights
The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
23
Underwriting Agreement
We granted the underwriters a
The underwriters were entitled to an underwriting discount of $0.20 per unit,Unit, or approximately $9.9 million in the aggregate, paid upon the closing of the Initial Public Offering. The underwriters were entitled to a deferred underwriting commission of $0.35 per unit,Unit, or approximately $17.4 million. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an Initial Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies and Estimates
The preparation of our financial condition and results of operations is based on our unaudited condensed financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited condensed financial statementsAmerica requires usmanagement to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expensesexpenses. A summary of our significant accounting policies is included in Note 2 to our condensed financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our condensed financial statements and require significant, difficult or complex judgments, often employing the disclosureuse of contingent assetsestimates about the effects of matters that are inherently uncertain. Such policies are summarized in the Management’s Discussion and liabilitiesAnalysis of Financial Condition and Results of Operations section in our 2021 Annual Report on Form 10-K filed with the SEC on April 15, 2022. There have been no significant changes in the application of our critical accounting policies during the nine months ended September 30, 2022.
Recent Accounting Pronouncements
See Note 2 to the unaudited condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair valuestatements included in Part I, Item 1 of financial instruments and accrued expenses. We base our estimatesthis Quarterly Report on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the resultsForm 10-Q for a discussion of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as our criticalrecent accounting policies:
JOBS Act
On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule
24
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the supervisionExchange Act is recorded, processed, summarized and withreported within the participation of ourtime periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officerChief Executive Officer and principal financial officer, we conductedChief Financial Officer, to allow timely decisions regarding required disclosure.
As of September 30, 2022, as required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021, as such term is(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and proceduresAct) were not effective as of September 30, 2021,2022 because of a material weakness in our internal control over financial reporting related to accounting for complex financial instruments.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 the Company’scompany’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’scompany’s management has concluded that our control around the interpretation and accounting for certain complex financial instruments issued by the Companyus was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s balance sheet as of March 11, 2021 and itscompany’s interim financial statements for the quarters ended March 31, 2021 and June 30, 2021.
As a result, our management performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with generally accepted accounting principles in the United States of America. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, result of operations and cash flows of the periods presented. Management understands that the accounting standards applicable to our consolidated financial statements are complex and has since the inception of the company benefited from the support of experienced third-party professionals with whom management has regularly consulted with respect to accounting issues. Management intends to continue to further consult with such professionals in connection with accounting matters. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports 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 our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
25
Changes in Internal Control over Financial Reporting
There waswere no changechanges in our internal control over financial reporting that occurred(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form 10-Q that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting, except for the below:
The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex financial instruments .instruments. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors.
Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q include the risk factors described in our Annual Report on Form 10-K filed with the SEC on April 15, 2022 and our Quarterly Report on Form 10-Q filed with the SEC on August 18, 2022. You should review the risk factor below for a deficiency,discussion of important factors that could cause actual results to differ materially from the results described in or a combination of deficiencies,implied by the forward-looking statements contained in internal control over financial reporting such that there is a reasonable possibility that a material misstatementthis Quarterly Report on Form 10-Q. If any of the Company’s annual or interimfollowing risks actually occur, our business, financial statements will notcondition and results of operations could be prevented, or detected and corrected on a timely basis.
How are necessary forthe funds in the trust account currently being held?
With respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would provide reliable financial reportsSPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and prevent fraud. activities.
The funds in the trust account have, since our Initial Public Offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company continuesAct. However, to evaluate stepsmitigate the risk of us being deemed to remediatehave been operating as an unregistered investment company (including under the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
Item 2. Unregistered Sales of operations..
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
26
Item 6. Exhibits.
101.INS | Inline XBRL Instance Document | ||
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 Labels Linkbase Document | ||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
27
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INDEPENDENCE HOLDINGS CORP. | ||||||||
Date: November | By: | /s/ John Lawrence Furlong | ||||||
Name: | John Lawrence Furlong | |||||||
Title: | Chief Executive Officer | |||||||
(Principal Executive Officer) | ||||||||
Date: November | By: | /s/ Jaskaran Heir | ||||||
Name: | Jaskaran Heir | |||||||
Title: | Chief Financial Officer | |||||||
(Principal Financial and Accounting Officer) |
28