| (State or other jurisdiction of incorporation or organization) | | | 6770 (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) | |
| Christian O. Nagler Sean T. Wheeler, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022-4611 (212) 446-4800 | | | Douglas S. Ellenoff Stuart Neuhauser Jonathan H. Deblinger Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Telephone: (212) 370-1300 | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | Emerging growth company ☒ | |
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| Title of Each Class of Security Being Registered | | | | Amount Being Registered | | | | Proposed Maximum Offering Price Per Security(1) | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | |
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant(2) | | | | 23,000,000 Units | | | | $10.00 | | | | $230,000,000 | | | | $25,093.00 | |
| Shares of Class A common stock included as part of the units(3) | | | | 23,000,000 Shares | | | | — | | | | — | | | | —(4) | |
| Redeemable warrants included as part of the units(3) | | | | 5,750,000 Warrants | | | | — | | | | — | | | | —(4) | |
| Total | | | | | | | | | | | | $230,000,000 | | | | $25,093.00 | |
| | | Per Unit | | | Total | | ||||||
Public offering price | | | | $ | 10.00 | | | | | $ | 200,000,000 | | |
Underwriting discounts and commissions(1) | | | | $ | 0.20 | | | | | $ | 4,000,000 | | |
Proceeds, before expenses, to us | | | | $ | 9.80 | | | | | $ | 196,000,000 | | |
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| | February 16, 2021 | | | December 31, 2021 | | ||||||||
Balance Sheet Data: | | | | | | | | | | | | | ||
Working capital deficit | | | $ | (12,000) | | | | | $ | (197,296) | | | ||
Total assets | | | $ | 36,000 | | | | | $ | 393,247 | | | ||
Total liabilities | | | $ | 12,000 | | | | | $ | 387,672 | | | ||
Total stockholder’s equity | | | $ | 24,000 | | | ||||||||
Total stockholders’ equity | | | $ | 5,575 | | |
| | Without Over-allotment Option | | Over-allotment Option Exercised | | | Without Over-allotment Option | | Over-allotment Option Exercised | | ||||||||||||||||
Gross proceeds | | | | | | | | | | | | | | | | | | | | | | | ||||
Gross proceeds from units offered to public(1) | | | $ | 200,000,000 | | | | $ | 230,000,000 | | | | | $ | 200,000,000 | | | | $ | 230,000,000 | | | ||||
Gross proceeds from private placement warrants offered in the private placement | | | | 6,000,000 | | | | | 6,600,000 | | | | | | 6,000,000 | | | | | 6,600,000 | | | ||||
Total gross proceeds | | | $ | 206,000,000 | | | | $ | 236,600,000 | | | | | $ | 206,000,000 | | | | $ | 236,600,000 | | | ||||
Estimated offering expenses(2) | | | | | | | | | | | | | | | | | | | | | | | ||||
Underwriting commissions (2.0% of gross proceeds from units offered to public) | | | $ | 4,000,000 | | | | $ | 4,600,000 | | | | | $ | 4,000,000 | | | | $ | 4,600,000 | | | ||||
Legal fees and expenses | | | | 250,000 | | | | | 250,000 | | | | | | 325,000 | | | | | 325,000 | | | ||||
Printing and engraving expenses | | | | 35,000 | | | | | 35,000 | | | | | | 35,000 | | | | | 35,000 | | | ||||
Accounting fees and expenses | | | | 50,000 | | | | | 50,000 | | | | | | 50,000 | | | | | 50,000 | | | ||||
SEC/FINRA Expenses | | | | 60,093 | | | | | 60,093 | | | | | | 60,093 | | | | | 60,093 | | | ||||
NYSE listing and filing fees | | | | 85,000 | | | | | 85,000 | | | | | | 85,000 | | | | | 85,000 | | | ||||
Directors and officers insurance(3) | | | | 500,000 | | | | | 500,000 | | | |||||||||||||||
Miscellaneous | | | | 219,907 | | | | | 219,907 | | | | | | 144,907 | | | | | 144,907 | | | ||||
Total offering expenses (other than underwriting commissions) | | | $ | 1,200,000 | | | | $ | 1,200,000 | | | | | $ | 700,000 | | | | $ | 700,000 | | | ||||
Proceeds after estimated offering expenses | | | $ | 200,800,000 | | | | $ | 230,800,000 | | | | | $ | 201,300,000 | | | | $ | 231,300,000 | | | ||||
Held in trust account(4) | | | $ | 200,000,000 | | | | $ | 230,000,000 | | | |||||||||||||||
Held in trust account(3) | | | $ | 200,000,000 | | | | $ | 230,000,000 | | | |||||||||||||||
% of public offering size | | | | 100% | | | | | 100% | | | | | | 100% | | | | | 100% | | | ||||
Not held in trust account | | | $ | 800,000 | | | | $ | 800,000 | | | | | $ | 1,300,000 | | | | $ | 1,300,000 | | |
| | Amount | | % of Total | | | Amount | | % of Total | | ||||||||||||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination (6) | | | $ | 300,000 | | | | | 37.5% | | | |||||||||||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(5 ) | | | $ | 300,000 | | | | | 23.1% | | | |||||||||||||||
Legal and accounting fees related to regulatory reporting obligations | | | | 170,000 | | | | | 21.2% | | | | | | 170,000 | | | | | 13.0% | | | ||||
Payment for executive, corporate development and other operational support, including accounting and legal services, and office space | | | | 240,000 | | | | | 30.0% | | | | | | 240,000 | | | | | 18.5% | | | ||||
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target | | | | 75,000 | | | | | 9.4% | | | | | | 75,000 | | | | | 5.8% | | | ||||
Directors and officers insurance premiums(6) | | | | 500,000 | | | | | 38.5% | | | |||||||||||||||
Working capital to cover miscellaneous expenses | | | | 15,000 | | | | | 1.9% | | | | | | 15,000 | | | | | 1.1% | | | ||||
Total | | | $ | 800,000 | | | | | 100.0% | | | | | $ | 1,300,000 | | | | | 100.0% | | |
| | No exercise of over-allotment option | | Exercise of over-allotment option in full | | | No exercise of over-allotment option | | Exercise of over-allotment option in full | | ||||||||||||||||
Public offering price | | | $ | 10.00 | | | | $ | 10.00 | | | | | $ | 10.00 | | | | $ | 10.00 | | | ||||
Net tangible book deficit before this offering | | | | (0.00) | | | | | (0.00) | | | | | | (0.03) | | | | | (0.03) | | | ||||
Increase attributable to public stockholders | | | | 0.92 | | | | | 0.81 | | | |||||||||||||||
Increase attributable to public shareholders | | | | 0.27 | | | | | 0.26 | | | |||||||||||||||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | 0.92 | | | | | 0.81 | | | | | | 0.24 | | | | | 0.23 | | | ||||
Dilution to public stockholders | | | $ | 9.08 | | | | $ | 9.19 | | | |||||||||||||||
Percentage of dilution to public stockholders | | | | 90.8% | | | | | 91.9% | | | |||||||||||||||
Dilution to public shareholders | | | $ | 9.76 | | | | $ | 9.77 | | | |||||||||||||||
Percentage of dilution to public shareholders | | | | 97.6% | | | | | 97.7% | | |
| | Shares Purchased | | Total Consideration | | | | | | | | Shares Purchased | | Total Consideration | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
| | Number | | Percentage | | Amount | | Percentage | | Average Price per Share | | | Number | | Percentage | | Amount | | Percentage | | Average Price per Share | | ||||||||||||||||||||||||||||||||||||||||
Initial Stockholders(1) | | | | 5,000,000 | | | | | 20.00% | | | | $ | 25,000 | | | | | 0.01% | | | | $ | 0.005 | | | ||||||||||||||||||||||||||||||||||||
Public Stockholders | | | | 20,000,000 | | | | | 80.00 | | | | | 200,000,000 | | | | | 99.99 | | | | $ | 10.00 | | | ||||||||||||||||||||||||||||||||||||
Initial shareholders(1) | | | | 5,000,000 | | | | | 20.00% | | | | $ | 25,000 | | | | | 0.01% | | | | $ | 0.005 | | | ||||||||||||||||||||||||||||||||||||
Public shareholders | | | | 20,000,000 | | | | | 80.00 | | | | | 200,000,000 | | | | | 99.99 | | | | $ | 10.00 | | | ||||||||||||||||||||||||||||||||||||
| | | | 25,000,000 | | | | | 100.00% | | | | $ | 200,025,000 | | | | | 100.00% | | | | | | | | | | | 25,000,000 | | | | | 100.00% | | | | $ | 200,025,000 | | | | | 100.00% | | | | | | | |
| | Without Over-allotment | | With Over-allotment | | | Without Over-allotment | | With Over-allotment | | ||||||||||||||||
Numerator: | | | | | | | | | | | | | | | | | | | | | | | ||||
Net tangible book deficit before this offering | | | $ | (12,000) | | | | $ | (12,000) | | | | | $ | (197,296) | | | | $ | (197,296) | | | ||||
Net proceeds from this offering and sale of the private placement warrants (1) | | | | 200,800,000 | | | | | 230,800,000 | | | | | | 201,300,000 | | | | | 231,300,000 | | | ||||
Plus: Offering costs paid in advance, excluded from tangible book value | | | | 36,000 | | | | | 36,000 | | | | | | 202,871 | | | | | 202,871 | | | ||||
Less: Over-allotment option liability | | | | (90,000) | | | | | — | | | |||||||||||||||
Less: Proceeds held in trust subject to redemption(2) | | | | (195,823,990) | | | | | (225,823,990) | | | | | | (200,000,000) | | | | | (230,000,000) | | | ||||
| | | $ | 5,000,010 | | | | $ | 5,000,010 | | | | | $ | 1,215,575 | | | | $ | 1,305,575 | | | ||||
Denominator: | | | | | | | | | | | | | | | | | | | | | | | ||||
Class B common stock outstanding prior to this offering | | | | 5,750,000 | | | | | 5,750,000 | | | |||||||||||||||
Class B common stock forfeited if over-allotment is not exercised | | | | (750,000) | | | | | — | | | |||||||||||||||
Class A common stock included in the units offered | | | | 20,000,000 | | | | | 23,000,000 | | | |||||||||||||||
Class B ordinary shares outstanding prior to this offering | | | | 5,750,000 | | | | | 5,750,000 | | | |||||||||||||||
Class B ordinary shares forfeited if over-allotment is not exercised | | | | (750,000) | | | | | — | | | |||||||||||||||
Class A ordinary shares included in the units offered | | | | 20,000,000 | | | | | 23,000,000 | | | |||||||||||||||
Less: Shares subject to redemption | | | | (19,582,399) | | | | | (22,582,399) | | | | | | (20,000,000) | | | | | (23,000,000) | | | ||||
| | | | 5,417,601 | | | | | 6,167,601 | | | | | | 5,000,000 | | | | | 5,750,000 | | |
| | February 16, 2021 | | | December 31, 2021 | | ||||||||||||||||||||
| | Actual | | As Adjusted(3) | | | Actual | | As Adjusted(3) | | ||||||||||||||||
Notes payable to related party(1) | | | $ | — | | | | $ | — | | | | | $ | 300,000 | | | | $ | — | | | ||||
Class A common stock subject to possible redemption; -0- shares actual and 19,582,399 shares as adjusted (2) | | | | — | | | | | 195,823,990 | | | |||||||||||||||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted | | | | — | | | | | — | | | |||||||||||||||
Class A common stock, $0.0001 par value, 600,000,000 shares authorized; -0-and 417,601 shares issued and outstanding (excluding -0- and 19,582,399 shares subject to possible redemption), actual and as adjusted, respectively (2) | | | | — | | | | | 42 | | | |||||||||||||||
Class B common stock, $0.0001 par value, 60,000,000 shares authorized; 5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively (3) | | | | 575 | | | | | 500 | | | |||||||||||||||
Over-allotment option liability | | | | — | | | | | 90,000 | | | |||||||||||||||
Class A ordinary shares subject to possible redemption; -0- shares actual and 20,000,000 shares as adjusted (2) | | | | — | | | | | 200,000,000 | | | |||||||||||||||
Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted | | | | — | | | | | — | | | |||||||||||||||
Class A ordinary shares, $0.0001 par value, 600,000,000 shares authorized; no shares issued and outstanding (actual); -0- shares issued and outstanding (excluding 20,000,000 shares subject to possible redemption) (as adjusted) (2) | | | | — | | | | | — | | | |||||||||||||||
Class B ordinary shares, $0.0001 par value, 60,000,000 shares authorized; 5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively (3) | | | | 575 | | | | | 500 | | | |||||||||||||||
Additional paid-in capital | | | | 24,425 | | | | | 5,000,468 | | | | | | 24,425 | | | | | 1,234,500 | | | ||||
Accumulated deficit | | | | (1,000) | | | | | (1,000) | | | | | | (19,425) | | | | | (19,425) | | | ||||
Total stockholder’s equity | | | $ | 24,000 | | | | $ | 5,000,010 | | | |||||||||||||||
Total stockholders’ equity | | | $ | 5,575 | | | | $ | 1,215,575 | | | |||||||||||||||
Total capitalization | | | $ | 24,000 | | | | $ | 200,824,000 | | | | | $ | 305,575 | | | | $ | 201,305,575 | | |
| | | | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by our Affiliates | | | Redemptions if we fail to Complete an Initial Business Combination | |
| Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a |
with a | | | If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our initial | | | If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. | | ||||
| Impact to remaining | | | The redemptions in connection with our initial business | | | If the permitted purchases described above are made, there | | | The redemption of our public shares if we fail to complete our initial | |
| | | | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by our Affiliates | | | Redemptions if we fail to Complete an Initial Business Combination | |
| | | | combination will reduce the book value per share for our remaining | | | | | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| Escrow of offering proceeds | | | $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $170,100,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
| Investment of net proceeds | | | $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
| Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | | |
| Limitation on fair value or net assets of target business | | | We must complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
| Trading of securities issued | | | The units are expected to begin trading on or promptly after the |
date of this prospectus. The Class A | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | | ||||
| Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
| Election to remain an investor | | | We will provide our public | | | A prospectus containing information pertaining to the business combination required by | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a | | |
dividends, if any, held in the trust or escrow account are automatically returned to the | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| Business combination deadline | | | If we are unable to complete an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law. | | | If an acquisition has not been completed within 24 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. |
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| Release of funds | | | Except for the withdrawal of interest to pay our taxes, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a | | | The proceeds held in the escrow account are not released until the earlier of | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with respect to any other material provisions relating to | | | | |
| | | | On the completion of our initial business combination, all amounts held in the trust account will be released to us, less amounts released to a separate account controlled by the trustee for disbursal to redeeming |
public | | | | | ||||
| Delivering | | | We intend to require our public | | | Many blank check companies provide that a | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | |
public shares in connection with our initial business combination will indicate whether we are requiring public | | | | | ||||
| Limitation on redemption rights of | | | If we seek | | | Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | redemption rights with respect to Excess Shares, without our prior consent. However, we would not restrict our | | | |
Name | | | Age | | | Position | |
Kenneth Moelis | | | | | Chairman | | |
Michael Spellacy | | | | | Chief Executive Officer and Director | | |
Christopher Callesano | | | | | Chief Financial Officer | | |
| | | | Director Nominee | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
Kenneth Moelis | | | Moelis & Company | | | Global investment banking firm | | | Chief Executive Officer and Chairman of the Board; controls approximately the outstanding voting interests in Moelis & Company5 | |
| | | Moelis Asset Management LP | | | Securities and investment management firm | | | Management Committee Member, Managing Member of the General Partner of Moelis Asset Management LP | |
| | | | | Securities and investment management firm | | | Director | ||
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| | | Atlas Crest Investment Corp. II | | | Special purpose Acquisition Company | | | Chairman of the Board of Directors | |
Michael Spellacy | | | Atlas Crest Investment Corp. | |||||||
| | Special purpose Acquisition Company | | | Chief Executive Officer | | ||||
Christopher Callesano | | | Moelis & Company | | | Global investment banking firm | | | Principal Accounting Officer and Controller | |
| | | Atlas Crest Investment Corp. | |||||||
| | Special purpose Acquisition Company | | | Chief Financial Officer | | ||||
Wildstein | | | ||||||||
| | management firm | | | | |||||
| | | | | | | ||||
|
Number of Name and Address of Beneficial Owner(1) | | Number Shares Beneficially Owned(2)(4) | | | Approximate Percentage of Outstanding Common Stock | | | Number Shares Beneficially Owned(2)(5) | | | Approximate Percentage of Outstanding Ordinary Shares | | ||||||||||||||||||||||||||
| Before Offering | | After Offering | | | Before Offering | | After Offering | | |||||||||||||||||||||||||||||
Atlas Crest Investment V LLC (our sponsor)(3) | | | | 5,750,000 | | | | | 100.0% | | | | | 20.0% | | | ||||||||||||||||||||||
Atlas Crest Investment III-A LLC(3) | | | | 4,025,000 | | | | | 70.0% | | | | | 13.1% | | | ||||||||||||||||||||||
Atlas Crest Investment III-B LLC (together with Atlas Crest Investment III-A, our sponsor) (4) | | | | 1,725,000 | | | | | 30.0% | | | | | 6.9% | | | ||||||||||||||||||||||
Kenneth Moelis | | | | 5,750,000 | | | | | 100.0% | | | | | 20.0% | | | | | | 5,750,000 | | | | | 100.0% | | | | | 20.0% | | | ||||||
Michael Spellacy | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Christopher Callesano | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Emanuel Pearlman | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||
All executive officers and directors as a group ( Individuals) | | | | 5,750,000 | | | | | 100.0% | | | | | 20.0% | | | ||||||||||||||||||||||
Amy Rosen Wildstein | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||
All executive officers and directors as a group (5 Individuals) | | | | 5,750,000 | | | | | 100.0% | | | | | 20.0% | | |
Underwriters | | | Number of Units | | |||
Cantor Fitzgerald & Co. | | | | | | | |
Total | | | | | 20,000,000 | | |
| | | Paid by the Company | | |||||||||
| | | No Exercise | | | Full Exercise | | ||||||
Per Unit(1) | | | | $ | 0.20 | | | | | $ | 0.20 | | |
Total(1) | | | | $ | 4,000,000 | | | | | $ | 4,600,000 | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | |
| ASSETS | | | | | | | ASSETS | | | | | | | ||
| Deferred offering costs | | | $ | 36,000 | | | Current assets: | | | | | | | ||
| TOTAL ASSETS | | | $ | 36,000 | | | Cash | | | $ | 189,545 | | | ||
| LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | Prepaid expenses | | | | 831 | | | ||
| Current liabilities: | | | | | | | Total current assets | | | | 190,376 | | | ||
| Accrued expenses | | | $ | 1,000 | | | Deferred offering costs | | | | 202,871 | | | ||
| Accrued offering costs | | | | 11,000 | | | TOTAL ASSETS | | | $ | 393,247 | | | ||
| Total Liabilities | | | | 12,000 | | | LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | ||
| Commitments and Contingencies (Note 6) | | | | | | | Current liabilities: | | | | | | | ||
| Stockholder’s Equity | | | | | | | Accrued expenses | | | $ | 1,000 | | | ||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | — | | | Franchise tax payable | | | | 15,644 | | | ||
| Class A common stock, $0.0001 par value; 600,000,000 shares authorized; none issued and outstanding | | | | — | | | Accrued offering costs | | | | 71,028 | | | ||
| Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 5,750,000 issued and outstanding(1) | | | | 575 | | | Promissory note – related party | | | | 300,000 | | | ||
| Additional paid-in capital | | | | 24,425 | | | Total Liabilities | | | | 387,672 | | | ||
| Accumulated deficit | | | | (1,000) | | | Commitments and Contingencies (Note 6) | | | | | | | ||
| Total Stockholder’s Equity | | | | 24,000 | | | Stockholders’ Equity | | | | | | | ||
| TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | | | $ | 36,000 | | | Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | — | | | ||
| Class A common stock, $0.0001 par value; 600,000,000 shares authorized; none issued and outstanding | | | | — | | | |||||||||
| Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 5,750,000 issued and outstanding(1) | | | | 575 | | | |||||||||
| Additional paid-in capital | | | | 24,425 | | | |||||||||
| Accumulated deficit | | | | (19,425) | | | |||||||||
| Total Stockholders’ Equity | | | | 5,575 | | | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | $ | 393,247 | | |
| Formation costs | | | $ | 1,000 | | | Formation and operating costs | | | $ | 3,781 | | | ||
| Net loss | | | $ | (1,000) | | | Franchise tax expense | | | | 15,644 | | | ||
| Weighted average shares outstanding, basic and diluted(1) | | | | 5,000,000 | | | Net loss | | | $ | 19,425 | | | ||
| Basic and diluted net loss per common share | | | $ | (0.00) | | | Weighted average shares outstanding, basic and diluted(1) | | | | 5,000,000 | | | ||
| Basic and diluted net loss per common share | | | $ | (0.00) | | |
| | Class B Common Stock | | | Additional Paid-in Capital | | Accumulated Deficit | | Total Stockholder’s Equity | | | Class B Common Stock | | | Additional Paid-in Capital | | Accumulated Deficit | | Total Stockholders’ Equity | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||
| | Shares | | Amount | | | Shares | | Amount | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at February 2, 2021 (inception) | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | ||||||||||||||||||
Issuance of Class B common stock to Sponsor (1) | | | | 5,750,000 | | | | | 575 | | | | | 24,425 | | | | | — | | | | | 25,000 | | | | | | 5,750,000 | | | | | 575 | | | | | 24,425 | | | | | — | | | | | 25,000 | | | | ||||||||||||||||||
Net loss | | | | — | | | | | — | | | | | — | | | | | (1,000) | | | | | (1,000) | | | | | | — | | | | | — | | | | | — | | | | | (19,425) | | | | | (19,425) | | | | ||||||||||||||||||
Balance at February 16, 2021 | | | | 5,750,000 | | | | $ | 575 | | | | $ | 24,425 | | | | $ | (1,000) | | | | $ | 24,000 | | | |||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2021 | | | | 5,750,000 | | | | $ | 575 | | | | $ | 24,425 | | | | $ | (19,425) | | | | $ | 5,575 | | | |
| Cash Flows from Operating Activities: | | | | | | | | Cash Flows from Operating Activities: | | | | | | | ||||
| Net loss | | | $ | (1,000) | | | | | Net loss | | | $ | (19,425) | | | |||
| Changes in operating assets and liabilities: | | | | Changes in operating assets and liabilities: | | | | | | | ||||||||
| Accrued expenses | | | | 1,000 | | | | Prepaid expenses | | | | (831) | | | ||||
| Net cash provided by (used in) operating activities | | | | — | | | | Accrued expenses | | | | 1,000 | | | ||||
| Net Change in Cash | | | | — | | | | Franchise tax payable | | | | 15,644 | | | ||||
| Cash – Beginning of period | | | | — | | | | Net cash used in operating activities | | | | (3,612) | | | ||||
| Cash – End of period | | | $ | — | | | | Cash Flows from Financing Activities: | | | | | | | ||||
| Non-cash investing and financing activities: | | | | | | | | Proceeds from issuance of Class B common stock to Sponsor | | | | 25,000 | | | ||||
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | | | $ | 25,000 | | | | Proceeds from promissory note – related party | | | | 300,000 | | | ||||
| Deferred offering costs included in accrued offering costs | | | $ | 11,000 | | | | Payment of offering costs | | | | (131,843) | | | ||||
| Net cash provided by financing activities | | | | 193,157 | | | ||||||||||||
| Net Change in Cash | | | | 189,545 | | | ||||||||||||
| Cash – Beginning of period | | | | — | | | ||||||||||||
| Cash – End of period | | | $ | 189,545 | | | ||||||||||||
| Non-cash investing and financing activities: | | | | | | | ||||||||||||
| Deferred offering costs included in accrued offering costs | | | $ | 71,028 | | |
| SEC expenses | | | | $ | 25,093 | | |
| FINRA expenses | | | | | 35,000 | | |
| Accounting fees and expenses | | | | | 50,000 | | |
| Printing and engraving expenses | | | | | 35,000 | | |
| Legal fees and expenses | | | | | 325,000 | | |
| NYSE listing and filing fees | | | | | 85,000 | | |
| Miscellaneous | | | | | 144,907 | | |
| Total | | | | $ | 700,000 | | |
| Name | | | Position | | | Date | |
| /s/ Kenneth Moelis Kenneth Moelis | | | Chairman of the Board | | | March | |
| /s/ Michael Spellacy Michael Spellacy | | | Chief Executive Officer and Director (Principal Executive Officer) | | | March | |
| /s/ Christopher Callesano Christopher Callesano | | | Chief Financial Officer (Principal Accounting Officer) | | | March | |