☒ | 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 | 001-41158 | 98-1618517 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant | BFAC.U | The New York Stock Exchange | ||
Class A ordinary shares, par value $0.0001 | BFAC | The New York Stock Exchange | ||
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | BFAC.WS | The New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page | ||||||
PART I. FINANCIAL INFORMATION | ||||||
Item 1. | ||||||
1 | ||||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
PART II. OTHER INFORMATION | ||||||
1. | ||||||
1A. | Risk Factors | 25 | ||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities | |||||
March 31, 2022 | December 31, 2021 | |||||||
(Unaudited) | ||||||||
Assets: | ||||||||
Cash | $ | 681,647 | $ | 925,758 | ||||
Prepaid expenses | 442,448 | 437,985 | ||||||
Total current assets | 1,124,095 | 1,363,743 | ||||||
Prepaid expenses – non-current portion | 299,247 | 414,521 | ||||||
Investments held in Trust Account | 351,936,177 | 351,900,888 | ||||||
Total Assets | $ | 353,359,519 | $ | 353,679,152 | ||||
Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | ||||||||
Accounts payable and accrued expenses | $ | 43,635 | $ | 137,916 | ||||
Due to related party | 56,820 | 11,820 | ||||||
Total current liabilities | 100,455 | 149,736 | ||||||
Warrant liabilities | 9,163,918 | 19,963,011 | ||||||
Total Liabilities | 9,264,373 | 20,112,747 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 34,500,000 shares at a redemption value of $10.20 per share as of March 31, 2022 and December 31, 2021 | 351,900,000 | 351,900,000 | ||||||
Shareholders’ Deficit: | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0ne issued or outstanding | 0 | 0 | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0ne outstanding (excluding 34,500,000 shares subject to possible redemption issued) as of March 31, 2022 and December 31, 2021 | 0 | 0 | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 863 | 863 | ||||||
Additional paid-in capital | 0 | 0 | ||||||
Accumulated deficit | (7,805,717 | ) | (18,334,458 | ) | ||||
Total Shareholders’ Deficit | (7,804,854 | ) | (18,333,595 | ) | ||||
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ | 353,359,519 | $ | 353,679,152 | ||||
Ge neral and administra tive expenses | $ | 305,642 | ||
Loss from operations | (305,642 | ) | ||
Other income: | ||||
Interest earned on investments held in Trust Account | 35,289 | |||
Interest earned on operating account | 1 | |||
Change in fair value of warrant liabilities | 10,799,093 | |||
Total other income | 10,834,383 | |||
Net Income | $ | 10,528,741 | ||
Weighted average shares outstanding of Class A redeemable ordinary shares | 34,500,000 | |||
Basic and diluted net income per share, Class A | $ | 0.24 | ||
Weighted average shares outstanding of Class B non-redeemable ordinary shares | 8,625,000 | |||
Basic and diluted net income per share, Class B | $ | 0.24 | ||
Class B Ordinary Shares | Additional Paid-in- | Accumulated | Total Shareholders’ | |||||||||||||||||
Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
Balance — December 31, 2021 | 8,625,000 | $ | 863 | $ | 0 | $ | (18,334,458 | ) | $ | (18,333,595 | ) | |||||||||
Net income | — | 0 | 0 | 10,528,741 | 10,528,741 | |||||||||||||||
Balance —March 31, 2022 | 8,625,000 | $ | 863 | $ | 0 | $ | (7,805,717 | ) | $ | (7,804,854 | ) | |||||||||
Assets | ||||
Deferred offering costs | $ | 146,558 | ||
Total Assets | $ | 146,558 | ||
Liabilities and Shareholder’s Equity | ||||
Accrued offering costs and expenses | $ | 125,235 | ||
Total current liabilities | 125,235 | |||
Commitments and Contingencies | 0 | |||
Shareholder’s Equity | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0ne issued or outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0ne issued or outstanding | 0 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,540,556 shares issued and outstanding (1) | 854 | |||
Additional paid-in capital | 24,146 | |||
Accumulated deficit | (3,677 | ) | ||
Total shareholder’s equity | 21,323 | |||
Total Liabilities and Shareholder’s Equity | $ | 146,558 | ||
Formation cost | $ | 3,677 | ||
Net loss | $ | (3,677 | ) | |
Basic and diluted weighted average Class B ordinary shares outstanding (1) | 7,500,000 | |||
Basic and diluted net loss per share | $ | (0.00 | ) | |
Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholder’s Equity | |||||||||||||||||
Shares (1) | Amount | |||||||||||||||||||
Balance as of July 29, 2021 (inception) | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Class B ordinary shares issued to Sponsor | 8,540,556 | 854 | 24,146 | 25,000 | ||||||||||||||||
Net loss | — | 0 | 0 | (3,677 | ) | (3,677 | ) | |||||||||||||
Balance as of September 30, 2021 | 8,540,556 | $ | 854 | $ | 24,146 | $ | (3,677 | ) | $ | 21,323 | ||||||||||
Cash Flows from Operating Activities: | ||||
Net loss | $ | (3,677 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Accrued expenses | $ | 3,677 | ||
Net cash used in operating activities | $ | 0 | ||
Net change in cash | 0 | |||
Cash, beginning of period | 0 | |||
Cash, end of the period | $ | 0 | ||
Supplemental disclosure of cash flow information: | ||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 25,000 | ||
Deferred offering costs included in accrued offerings costs and expenses | $ | 121,558 |
Cash Flows from Operating Activities: | ||||
Net income | $ | 10,528,741 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest earned on investments held in Trust Account | (35,289 | ) | ||
Change in fair value of warrant liabilities | (10,799,093 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (4,463 | ) | ||
Prepaid expenses –non-current portion | 115,274 | |||
Accounts payable | (94,281 | ) | ||
Due to related party | 45,000 | |||
Net cash used in operating activities | (244,111 | ) | ||
Net Change in Cash | (244,111 | ) | ||
Cash – Beginning | 925,758 | |||
Cash – Ending | $ | 681,647 | ||
March 31, 2022 | ||||
Gross proceeds | $ | 345,000,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (13,631,224 | ) | ||
Class A ordinary shares issuance costs | (7,285,997 | ) | ||
Plus: | ||||
Adjustment of carrying value to initial redemption value | 27,817,221 | |||
Class A ordinary shares subject to possible redemption | $ | 351,900,000 |
Three Months Ended March 31, 2022 | ||||||||
Class A | Class B | |||||||
Basic and diluted net income per share: | ||||||||
Numerator: | ||||||||
Allocation of net income | $ | 8,422,993 | $ | 2,105,748 | ||||
Denominator: | ||||||||
Weighted-average shares outstanding | 34,500,000 | 8,625,000 | ||||||
Basic and diluted net income per share | $ | 0.24 | $ | 0.24 |
March 31, 2022 | Level 1 | Level 2 | Level 3 | |||||||||
Assets | ||||||||||||
Investments held in Trust Account | $ | 351,936,177 | $ | — | $ | — | ||||||
Total Assets | $ | 351,936,177 | $ | — | $ | — | ||||||
Liabilities | ||||||||||||
Public Warrants | $ | 4,655,755 | $ | — | $ | — | ||||||
Private Warrants | — | — | 4,508,143 | |||||||||
Total Liabilities | $ | 4,655,755 | $ | — | $ | 4,508,143 |
December 31, 2021 | Level 1 | Level 2 | Level 3 | |||||||||
Assets | ||||||||||||
Investments held in Trust Account | $ | 351,900,888 | $ | — | $ | — | ||||||
Total Assets | $ | 351,900,888 | $ | — | $ | — | ||||||
Liabilities | ||||||||||||
Public Warrants | $ | — | $ | — | $ | 10,122,569 | ||||||
Private Warrants | — | — | 9,840,443 | |||||||||
Total Liabilities | $ | — | $ | — | $ | 19,963,011 |
March 31, 2022 | December 31, 2021 | |||||||
Share price | $ | 9.91 | $ | 9.60 | ||||
Strike price | $ | 11.50 | $ | 11.50 | ||||
Term (in years) | 5.96 | 6.21 | ||||||
Volatility | 3.6 | % | 10.4 | % | ||||
Risk-free rate | 2.41 | % | 1.37 | % | ||||
Dividend yield | 0 | 0 |
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of December 31, 2021 | $ | 9,840,443 | $ | 10,122,569 | $ | 19,963,011 | ||||||
Transfer to Level 1 | — | (10,122,569 | ) | (10,122,569 | ) | |||||||
Change in fair value | (5,332,300 | ) | 0 | (5,332,300 | ) | |||||||
Fair value as of March 31, 2022 | $ | 4,508,143 | $ | — | $ | 4,508,143 | ||||||
PART II-OTHER INFORMATIONItem 1. Legal Proceedings |
Item 1A. Risk Factors |
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with SEC rules and regulations. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. In particular, on March 30, 2022, the SEC issued proposed rules relating to SPACs, which have, among other things, expanded disclosure requirements in business combination transactions and created uncertainty regarding the liability under the federal securities laws of various participants in SPAC transactions. These rules, if adopted, whether in the form proposed or in revised form, or the uncertainty caused by the rule proposal itself, may materially adversely affect our ability to engage financial and capital market advisors or negotiate and complete our initial business combination and may increase the costs and time related thereto. | Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 3. Defaults upon Senior Securities |
Item 4. Mine Safety Disclosures. |
Item 5. Other Information. |
Item 6. | Exhibits. |
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
By: | /s/ Kristopher Salinger | |
Name: | Kristopher Salinger | |
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) |