☒ | 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 | 98-1587626 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
770 E Technology Way | ||
F13-16 | ||
OREM, | 84097 | |
(Address of principal executive offices) | (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 and one-half of one redeemable warrant | WWACU | The Nasdaq Stock Market | ||
Class A ordinary shares, par value $0.0001 per share | WWAC | The Nasdaq Stock Market | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | WWACW | The Nasdaq Stock Market | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
WORLDWIDE WEBB ACQUISITION CORP.
FORM
CONTENTS
Page | ||||||
Item 1. | ||||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2. | ||||||
Item 3. | ||||||
Item 4. | ||||||
Item 1. | Legal Proceedings | 22 | ||||
Item 1A. | ||||||
Item 2. | ||||||
23 | ||||||
Item 3. | Defaults Upon Senior Securities | 23 | ||||
Item 4. | Mine Safety Disclosures | 23 | ||||
Item 5. | Other Information | 23 | ||||
Item 6. | Exhibits | 23 | ||||
SIGNATURES | 24 |
September 30, 2021 | ||||
ASSETS | ||||
Current assets: | ||||
Cash | $ | 265 | ||
Total current assets | 265 | |||
Deferred offering costs associated with proposed public offering | 714,419 | |||
Total assets | $ | 714,684 | ||
LIABILITIES AND SHAREHOLDER’S DEFICIT | ||||
Current liabilities: | ||||
Accounts payable | $ | 14,955 | ||
Accrued offering and formation costs | 531,600 | |||
Promissory note payable - related party | 174,605 | |||
Total current liabilities | 721,160 | |||
Commitments and Contingencies (Note 5) | 0 | |||
Shareholder’s Deficit: | ||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaN issued and outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 0 shares issued and outstanding | 0 | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding (1)(2) | 575 | |||
Additional paid-in capital | 24,425 | |||
Accumulated deficit | (31,476 | ) | ||
Total shareholder’s deficit | (6,476 | ) | ||
Total Liabilities and Shareholder’s Deficit | $ | 714,684 | ||
JUNE 30, 2023 (Unaudited) | DECEMBER 31, 2022 | |||||||
ASSETS | ||||||||
Cash | $ | 41,844 | $ | 48,126 | ||||
Prepaid expenses | 152,906 | 304,314 | ||||||
Other current assets | 3,336 | 8,334 | ||||||
Total current assets | 198,086 | 360,774 | ||||||
Marketable securities held in Trust Account | 49,362,200 | 234,716,046 | ||||||
Total Assets | $ | 49,560,286 | $ | 235,076,820 | ||||
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 5,773,862 | $ | 676,652 | ||||
Promissory note - related party | 548,413 | 200,000 | ||||||
Accrued professional services fees | 1,547,171 | 3,091,220 | ||||||
Accrued expenses | 68,554 | 42,267 | ||||||
Total current liabilities | 7,938,000 | 4,010,139 | ||||||
Derivative warrant liabilities | 446,760 | 614,040 | ||||||
Deferred legal fees | — | 343,437 | ||||||
Total liabilities | 8,384,760 | 4,967,616 | ||||||
Commitments and Contingencies (Note 5) | ||||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 4,718,054 and 23,000,000 shares at $10.44 and $10.20 per share at June 30, 2023 and December 31, 2022, respectively | 49,262,200 | 234,616,046 | ||||||
Shareholders’ deficit | ||||||||
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 or outstanding (excluding 4,718,054 and 23,000,000 shares subject to possible redemption, respectively) | — | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding | 575 | 575 | ||||||
Additional paid-in capital | — | — | ||||||
Accumulated deficit | (8,087,249 | ) | (4,507,417 | ) | ||||
Total shareholders’ deficit | (8,086,674 | ) | (4,506,842 | ) | ||||
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ | 49,560,286 | $ | 235,076,820 | ||||
For the three months ended September 30, 2021 | For the period from March 5, 2021 (inception) through September 30, 2021 | |||||||
Formation costs | $ | 375 | $ | 31,476 | ||||
Net loss | $ | (375 | ) | $ | (31,476 | ) | ||
Weighted average shares outstanding, basic and diluted (1)(2) | 5,000,000 | 5,000,000 | ||||||
Basic and diluted net loss per share | $ | (0.00 | ) | $ | (0.01 | ) | ||
For The Three Months Ended June 30, 2023 | For The Three Months Ended June 30, 2022 | For The Six Months Ended June 30, 2023 | For The Six Months Ended June 30, 2022 | |||||||||||||
General and administrative expenses | $ | 1,475,740 | $ | 294,683 | $ | 3,747,112 | $ | 657,321 | ||||||||
Loss from operations | (1,475,740 | ) | (294,683 | ) | (3,747,112 | ) | (657,321 | ) | ||||||||
Change in fair value of derivative warrant liabilities | 1,797,240 | 6,385,200 | 167,280 | 10,467,240 | ||||||||||||
Gain on marketable securities, dividends and interest, held in Trust Account | 1,711,537 | 83,875 | 4,080,757 | 164,227 | ||||||||||||
Net income | $ | 2,033,037 | $ | 6,174,392 | $ | 500,925 | $ | 9,974,146 | ||||||||
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted | 7,329,761 | 23,000,000 | 15,121,592 | 23,000,000 | ||||||||||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $ | 0.16 | $ | 0.21 | $ | 0.02 | $ | 0.35 | ||||||||
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||||||||||
Basic and diluted net income per share, Class B non-redeemable ordinary shares | $ | 0.16 | $ | 0.21 | $ | 0.02 | $ | 0.35 | ||||||||
Ordinary Shares | Additional | Total | ||||||||||||||||||
Class B | Paid-In | Accumulated | Shareholder’s | |||||||||||||||||
Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
Balance as of March 5, 2021 (inception) | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Issuance of ordinary shares to Sponsor (1)(2) | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||
Net loss | — | — | — | (31,101 | ) | (31,101 | ) | |||||||||||||
Balance as of June 30, 2021 | 5,750,000 | 575 | 24,425 | (31,101 | ) | (6,101 | ) | |||||||||||||
Net loss | — | — | — | (375 | ) | (375 | ) | |||||||||||||
Balance as of September 30, 2021 | 5,750,000 | $ | 575 | $ | 24,425 | $ | (31,476 | ) | $ | (6,476 | ) | |||||||||
Temporary Equity | Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of January 1, 2023 | 23,000,000 | $ | 234,616,046 | 5,750,000 | $ | 575 | $ | — | $ | (4,507,417 | ) | $ | (4,506,842 | ) | ||||||||||||||
Remeasurement of Class A ordinary shares to redemption value | — | 2,369,220 | — | — | — | (2,369,220 | ) | (2,369,220 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (1,532,112 | ) | (1,532,112 | ) | |||||||||||||||||||
Balance as of March 31, 2023 | 23,000,000 | $ | 236,985,266 | 5,750,000 | $ | 575 | $ | — | $ | (8,408,749 | ) | $ | (8,408,174 | ) | ||||||||||||||
Redemption of Class A ordinary shares | (18,281,946 | ) | (189,434,603 | ) | — | — | — | — | — | |||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption value | — | 1,711,537 | — | — | — | (1,711,537 | ) | (1,711,537 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 2,033,037 | 2,033,037 | |||||||||||||||||||||
Balance as of June 30, 2023 | 4,718,054 | $ | 49,262,200 | 5,750,000 | $ | 575 | $ | — | $ | (8,087,249 | ) | $ | (8,086,674 | ) | ||||||||||||||
Temporary Equity | Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of January 1, 2022 | 23,000,000 | $ | 232,300,000 | 5,750,000 | $ | 575 | $ | — | $ | (19,798,626 | ) | $ | (19,798,051 | ) | ||||||||||||||
Net income (as revised) | — | — | — | — | — | 3,799,755 | 3,799,755 | |||||||||||||||||||||
Balance as of March 31, 2022 (as revised) | 23,000,000 | $ | 232,300,000 | 5,750,000 | $ | 575 | $ | — | $ | (15,998,871 | ) | $ | (15,998,296 | ) | ||||||||||||||
Remeasurement of Class A ordinary shares to redemption value | — | 85,071 | — | — | — | (85,071 | ) | (85,071 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 6,174,392 | 6,174,392 | |||||||||||||||||||||
Balance as of June 30, 2022 | 23,000,000 | $ | 232,385,071 | 5,750,000 | $ | 575 | $ | — | $ | (9,909,550 | ) | $ | (9,908,975 | ) | ||||||||||||||
For the period from March 5, 2021 (inception) through September 30, 2021 | ||||
Cash Flows from Operating Activities: | ||||
Net loss | $ | (31,476 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Formation costs funded by note payable through Sponsor | 9,091 | |||
Formation costs paid in exchange for issuance of ordinary shares | 20,421 | |||
Changes in operating assets and liabilities: | ||||
Accounts payable | 376 | |||
Accrued offering and formation costs | 1,500 | |||
Net cash used in operating activities | (88 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from promissory note payable - related party | 65,000 | |||
Repayment of promissory note payable - related party | (5,000 | ) | ||
Offering costs paid | (59,647 | ) | ||
Net cash provided by financing activities | 353 | |||
Net increase in cash | 265 | |||
Cash - beginning of period | 0 | |||
Cash - end of period | $ | 265 | ||
Supplemental disclosure of noncash investing and financing activities: | ||||
Deferred offering costs included in accounts payable | $ | 14,579 | ||
Deferred offering costs included in accrued offering and formation costs | $ | 530,100 | ||
Deferred offering costs paid through promissory note - related party | $ | 105,514 | ||
Issuance of Founder Shares in exchange for payment of deferred offering costs | $ | 25,000 | ||
For The Six Months Ended June 30, 2023 | For The Six Months Ended June 30, 2022 | |||||||
Cash Flows from Operating Activities | ||||||||
Net income | $ | 500,925 | $ | 9,974,146 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | (4,080,757 | ) | (164,227 | ) | ||||
Formation and operating expenses funded by note payable through Sponsor | 78,413 | (6,499 | ) | |||||
Change in fair value of derivative warrant liabilities | (167,280 | ) | (10,467,240 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Prepaid and other assets | 156,406 | 169,552 | ||||||
Accounts payable | 5,097,210 | 12,972 | ||||||
Accrued expenses | (1,517,762 | ) | 116,532 | |||||
Net cash provided by (used in) operating activities | 67,155 | (364,764 | ) | |||||
Cash Flows from Investing Activities | ||||||||
Trust account withdrawal for Class A share redemptions | 189,434,603 | — | ||||||
Net cash provided by investing activities | 189,434,603 | — | ||||||
Cash Flows from Financing Activities | ||||||||
Redemption of Class A shares | (189,434,603 | ) | — | |||||
Proceeds from note payable and advances from related party | 270,000 | — | ||||||
Deferred legal fees paid | (343,437 | ) | — | |||||
Net cash used in financing activities | (189,508,040 | ) | — | |||||
Net decrease in cash | (6,282 | ) | (364,764 | ) | ||||
Cash - beginning of period | 48,126 | 503,204 | ||||||
Cash - end of period | $ | 41,844 | $ | 138,440 | ||||
Supplemental disclosure of noncash investing and financing activities: | ||||||||
Remeasurement of Class A shares to redemption value | $ | 4,080,757 | $ | 85,071 | ||||
Offering costs paid through promissory note - related party | $ | — | $ | 201,962 | ||||
Class A ordinary shares subject to possible redemption at December 31, 2021 | $ | 232,300,000 | ||
Remeasurement of Class A ordinary shares to redemption value | 2,316,046 | |||
Class A ordinary shares subject to possible redemption at December 31, 2022 | $ | 234,616,046 | ||
Remeasurement of Class A ordinary shares to redemption value | 4,080,757 | |||
Redemption of Class A ordinary shares | (189,434,603 | ) | ||
Class A ordinary shares subject to possible redemption at June 30, 2023 (unaudited) | $ | 49,262,200 | ||
For The Three | For The Three | For The Six | For The Six | |||||||||||||
Months Ended | Months Ended | Months Ended | Months Ended | |||||||||||||
June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | |||||||||||||
Redeemable Class A Ordinary Shares | ||||||||||||||||
Numerator: Net income allocable to Redeemable Class A Ordinary Shares | $ | 1,139,293 | $ | 4,939,514 | $ | 362,923 | $ | 7,979,317 | ||||||||
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares | 7,329,761 | 23,000,000 | 15,121,592 | 23,000,000 | ||||||||||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $ | 0.16 | $ | 0.21 | $ | 0.02 | $ | 0.35 | ||||||||
Non-Redeemable Class B Ordinary Shares | ||||||||||||||||
Numerator: Net income allocable to non-redeemable Class B Ordinary Shares | $ | 893,744 | $ | 1,234,878 | $ | 138,002 | $ | 1,994,829 | ||||||||
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||||||||||
Basic and diluted net income per share, Class B non-redeemable ordinary shares | $ | 0.16 | $ | 0.21 | $ | 0.02 | $ | 0.35 | ||||||||
Description | Level | Fair Value | ||||||
June 30, 2023 | Marketable securities | 1 | $ | 49,362,200 | ||||
December 31, 2022 | Marketable securities | 1 | $ | 234,716,046 |
June 30, 2023 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Liabilities: | ||||||||||||||||
Public Warrants | $ | 251,850 | $ | — | $ | — | $ | 251,850 | ||||||||
Private Placement Warrants | — | 194,910 | — | 194,910 | ||||||||||||
Total liabilities | $ | 251,850 | $ | 194,910 | $ | — | $ | 446,760 | ||||||||
December 31, 2022 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Liabilities: | ||||||||||||||||
Public Warrants | $ | 346,150 | $ | — | $ | — | $ | 346,150 | ||||||||
Private Placement Warrants | — | 267,890 | — | 267,890 | ||||||||||||
Total liabilities | $ | 346,150 | $ | 267,890 | $ | — | $ | 614,040 | ||||||||
Public Warrant Liability | Public Warrant Liability | Total | ||||||||||
Fair value at January 1, 2023 | $ | 346,150 | $ | 267,890 | $ | 614,040 | ||||||
Change in fair value (gain) | (94,300 | ) | (72,980 | ) | (167,280 | ) | ||||||
Fair value as of June 30, 2023 | $ | 251,850 | $ | 194,910 | $ | 446,760 | ||||||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’sour financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.annual report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Overview
We are a newly incorporated blank check company, incorporated in the Cayman Islands on March 5, 2021, formedas a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combinationbusiness combination with one or more businesses. We have not selected any business combination target. We intend to effectuate our Business Combinationinitial business combination using cash derived from the proceeds of the Initial Public Offeringour IPO and the sale of the Private Placement Warrants,private placement warrants, our shares, debt or a combination of cash, shares and debt.
The issuance of additional ordinary shares or preference shares in a business combination:
• | may significantly dilute the equity interest of investors in our IPO, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to continuethose afforded our ordinary shares;
could cause a change of control if a substantial number of our ordinary shares is issued, which result in the resignation or removal of our present directors and officers;
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
may adversely affect prevailing market prices for our units, ordinary shares and/or warrants; and
may not result in adjustment to the exercise price of our warrants.
Similarly, if we issue debt or otherwise incur significant costsindebtedness, it could result in:
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
our inability to pay dividends on our ordinary shares;
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares, expenses, capital expenditures, acquisitions and other general corporate purposes;
limitations on our flexibility in planning for and reacting to changes in our business and in the pursuitindustry in which we operate;
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our acquisition plans. We cannot assure you thatstrategy and other purposes and other disadvantages compared to our plans to complete a Business Combination will be successful.competitors who have less debt.
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Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for our IPO. Following our IPO, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after our IPO. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After our IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of our IPO.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from the March 5, 2021 (inception)inception through SeptemberJune 30, 20212023 were organizational activities, and those necessary to prepare for the Initial Public Offering, and searchingdescribed below, the Company’s search for a target described below.business with which to complete a Business Combination and activities in connection with the proposed Transactions. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate
For the three months ended SeptemberJune 30, 2021,2023, we had net income of $2,033,037, consisting of general and administrative expenses of $1,475,740, offset by a gain from the change in fair value of derivative warrant liabilities of $1,797,240 and an unrealized gain on marketable securities held in the Trust Account of $1,711,537.
For the three months ended June 30, 2022, we had net lossincome of $375,$6,174,392, which onlyconsists of general and administrative expenses of $294,683, offset by and a gain from the change in fair value of derivative warrant liabilities of $6,385,200 and by an unrealized gain on marketable securities held in the Trust Account of $83,875.
For the six months ended June 30, 2023, we had net income of $500,925, which consisted of formation costsgeneral and administrative expenses of $375.
For the periodsix months ended June 30, 2022, we had net income of $9,974,146, which consists of general and administrative expenses of $657,321, offset by and a gain from the March 5, 2021 (inception) through September 30, 2021, we had a net losschange in fair value of $31,476, whichderivative warrant liabilities of $10,467,240 and by an unrealized gain on marketable securities held in the Trust Account of $164,227.
Liquidity, Capital Resources and Going Concern Considerations
Until the consummation of the Initial Public Offering, the Company’s only consistedsource of formation costsliquidity was an initial purchase of $31,476.
On October 22, 2021, we consummated the Initial Public Offering of 20,000,000 Unitsshares, at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 8,000,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrantwarrant, generating gross proceeds of $8,000,000.
Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $202,000,000$232,300,000 was placed in the Trust Account. TransactionWe incurred $21,834,402 in transaction costs, amounted to $21,995,104 consisting of $4,818,000including $4,600,000 of underwriting commissions, $8,431,500fees, $8,050,000 of deferred underwriting commissions,fees and $8,745,604$9,184,402 of other offering costs related to the Initial Public Offering. Approximately $8,306,250 of these expenses are
For the period from the March 5, 2021 (inception) through Septembersix months ended June 30, 2021,2023, cash usedprovided in operating activities was $89. A net loss$67,155. Net income of $31,476$500,925 was offset by Formationgeneral and operating expenses funded by the Sponsor of $9,091, formation and operatingadministrative expenses paid by the Sponsorrelated party of $78,413, interest earned on investment held in exchange for Founder SharesTrust Account of $20,421,$4,080,757, changes in fair value of derivative warrant liabilities of $167,280, and changes in operating assets and liabilities, which used $1,875generated $3,735,854 of cash.
As of SeptemberJune 30, 2021, we did not hold cash held in the trust account. We intend to use substantially all of the funds that will be held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, any remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2023, we had cash and marketable securities held in the Trust Account of $49,362,200. We may withdraw interest to pay our income taxes, if any. We intend to use substantially all the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our Business Combination. To the extent that our share capital is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
19
In order to fund working capital deficienciesneeds or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we maywould repay such loaned amounts out of the proceeds of the Trust Account released to us.amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant unit at the option of the lender. The warrants would be identical to the Private Placement Warrants.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking
Liquidity and Going Concern Considerations
On a routine basis, we assess going concern considerations in transactions that create relationshipsaccordance with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating
We have until October 22, 2023 to consummate a Business Combination. If a Business Combination is not consummated by this date and an extension is not requested by the Sponsor there will be a mandatory liquidation and subsequent dissolution of the Company. Uncertainty related to consummation of a Business Combination raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after October 22, 2023. The financial statements do not meetinclude any adjustment that might be necessary if we are unable to continue as a going concern. No adjustments have been made to the criteriacarrying amounts of assets or liabilities to reflect a required liquidation after October 22, 2023.
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Related Party Transactions
In March 2021, our sponsor subscribed for equity treatmentan aggregate of 8,625,000 Class B ordinary shares, par value $0.0001 per share, for an aggregate purchase price of $25,000. On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to us the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000, such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of our IPO.
We have entered into an Administrative Services Agreement pursuant to which we pay our sponsor a total of $10,000 per month for office space, utilities, secretarial, administrative and must be recorded as liabilities.
Our sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as liabilitiesidentifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at their fair valuea price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, have not been determined and adjust the Warrantsno written agreements exist with respect to fair value at each reporting period. This liability is subjectsuch loans. We do not expect to
Our sponsor purchased an aggregate of 8,900,000 private placement warrants at a price of $1.00 per warrant ($8,900,000 in the aggregate) in a private placement that occurred simultaneously with the closing of our IPO. Each private placement warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. The private placement warrants are identical to the warrants sold as part of the units in our IPO except that, so long as they are held by our sponsor or its permitted transferees: (1) they will not be redeemable by us (except under certain circumstances when the price per Class A ordinary share equals or exceeds $10.00); (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.
Pursuant to a registration rights agreement entered into with our initial shareholders and anchor investors, we may be required to register certain securities for sale under the Securities Act. These holders, and holders of warrants issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions, as described herein. We will bear the costs and expenses of filing any such registration statements. See “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters—Registration Rights.”
Off-Balance Sheet Arrangements, Commitments and Contractual Obligations, Quarterly Results
As of June 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited condensed statement of operations.quarterly operating data is included in this report as we have conducted no operations to date.
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JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, any recently issued, but not yetamong 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 non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
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, currently adopted, would have a material effectas an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things: (1) provide an auditor’s attestation report on our system of internal controls over financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of SeptemberJune 30, 2021,2023, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in certain U.S. government obligations with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended SeptemberJune 30, 2021,2023, as such term is defined in Rules
In connection with the preparation of our financial statements for the period ended June 30, 2023, we identified certain errors relating to financial statement review. As part of such a process, management concluded that a material weakness in Rules
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during this fiscal quarter of 20212023 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
Other than the remediation discussed below, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
In addition to the other information set forth in this Quarterly Report on Form
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WORLDWIDE WEBB ACQUISITION CORP. | ||||||||
Date: | /s/ Daniel S. Webb | |||||||
Name: | Daniel S. Webb | |||||||
Title: | Chief Executive Officer and Chief Financial Officer |
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