| Delaware | | | 6770 | | | 85-1875216 | |
| (State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) | |
| Joel L. Rubinstein Elliott M. Smith White & Case LLP 1221 Avenue of the Americas New York, New York 10020 Telephone: (212) 819-8200 | | | Douglas S. Ellenoff Stuart Neuhauser Joshua N. Englard Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Tel: (212) 370-1300 | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | | Smaller reporting company ☒ Emerging growth company ☒ | |
CALCULATION OF REGISTRATION FEE | | |||||||||||||||||||||
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 common stock, $0.0001 par value, and one-fifth of one redeemable warrant(2) | | | 25,875,000 Units | | | | $ | 10.00 | | | | | $ | 258,750,000 | | | | | $ | 28,229.63 | | |
Shares of common stock included as part of the units(3) | | | 25,875,000 Shares | | | | | — | | | | | | — | | | | | | —(4) | | |
Redeemable warrants included as part of the units(3) | | | 5,175,000 Warrants | | | | | — | | | | | | — | | | | | | —(4) | | |
Shares of common stock underlying warrants included as part of the units | | | 5,175,000 Shares | | | | $ | 11.50(5) | | | | | $ | 59,512,500 | | | | | $ | 6,492.81 | | |
Total | | | | | | | | | | | | | $ | 318,262,500 | | | | | $ | 34,722.44(6) | | |
| | | PER UNIT | | | TOTAL | | ||||||
Public offering price | | | | $ | 10.00 | | | | | $ | 225,000,000 | | |
Underwriting discount(1) | | | | $ | 0.55 | | | | | $ | 12,375,000 | | |
Proceeds, before expenses, to us | | | | $ | 9.45 | | | | | $ | 212,625,000 | | |
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| | | | | F-1 | | |
| | December 31, 2020 | | | March 31, 2021 | | ||||||||||||||||||||
| | Actual | | As Adjusted | | | Actual | | As Adjusted | | ||||||||||||||||
Balance Sheet Data: | | | | | ||||||||||||||||||||||
Working capital (deficiency) | | | $ | (35,737) | | | | $ | 218,897,019 | | | | | $ | (379,810) | | | | $ | 218,846,530 | | | ||||
Total assets | | | $ | 64,627 | | | | $ | 226,772,019 | | | | | $ | 358,136 | | | | $ | 226,721,530 | | | ||||
Total liabilities | | | $ | 42,608 | | | | $ | 7,875,000 | | | | | $ | 386,606 | | | | $ | 7,875,000 | | | ||||
Value of common stock subject to possible redemption | | | $ | — | | | | $ | 213,147,010 | | | | | $ | — | | | | $ | 213,846,520 | | | ||||
Stockholders’ equity | | | $ | 22,019 | | | | $ | 5,750,009 | | | |||||||||||||||
Stockholders’ equity (deficit) | | | $ | (28,470) | | | | $ | 5,000,010 | | |
| Public shares | | | | | 22,500,000 | | |
| Founder shares | | | | | 5,625,000 | | |
| Total shares | | | | | 28,125,000 | | |
| Total funds in trust available for initial business combination (less deferred underwriting commissions) | | | | $ | 217,125,000 | | |
| Initial implied value per public share | | | | $ | 10.00 | | |
| Implied value per share upon consummation of initial business combination | | | | $ | 7.72 | | |
| | | WITHOUT OVER- ALLOTMENT OPTION | | | OVER-ALLOTMENT OPTION FULLY EXERCISED | | ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1) | | | | $ | 225,000,000 | | | | | $ | 258,750,000 | | |
Gross proceeds from private placement warrants offered in the private placement | | | | | 8,150,000 | | | | | | 8,825,000 | | |
Total gross proceeds | | | | $ | 233,150,000 | | | | | $ | 267,575,000 | | |
Offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2% of gross proceeds from units offered to public)(3) | | | | $ | 4,500,000 | | | | | $ | 5,175,000 | | |
Legal fees and expenses | | | | | 225,000 | | | | | | 225,000 | | |
Accounting fees and expenses | | | | | 40,000 | | | | | | 40,000 | | |
SEC/FINRA Expenses | | | | | 74,000 | | | | | | 74,000 | | |
Travel and road show | | | | | 25,000 | | | | | | 25,000 | | |
NYSE listing and filing fees | | | | | 85,000 | | | | | | 85,000 | | |
Director and Officer liability insurance premiums | | | | | 1,200,000 | | | | | | 1,200,000 | | |
Printing and engraving expenses | | | | | 30,000 | | | | | | 30,000 | | |
Miscellaneous | | | | | 221,000 | | | | | | 221,000 | | |
Total offering expenses (excluding underwriting commissions) | | | | $ | 1,900,000 | | | | | $ | 1,900,000 | | |
Proceeds after offering expenses | | | | $ | 226,750,000 | | | | | $ | 260,500,000 | | |
Held in trust account(3) | | | | $ | 225,000,000 | | | | | $ | 258,750,000 | | |
% of public offering size | | | | | 100% | | | | | | 100% | | |
Not held in trust account | | | | $ | 1,750,000 | | | | | $ | 1,750,000 | | |
| | | WITHOUT OVER- ALLOTMENT | | | OVER-ALLOTMENT OPTION FULLY EXERCISED | | ||||||||||||||||||
| | | AMOUNT | | | % OF TOTAL | | | AMOUNT | | | % OF TOTAL | | ||||||||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination | | | | $ | 500,000 | | | | | | 28.5% | | | | | $ | 500,000 | | | | | | 28.5% | | |
Legal and accounting fees related to regulatory reporting obligations | | | | | 100,000 | | | | | | 5.7% | | | | | | 100,000 | | | | | | 5.7% | | |
NYSE continued listing fees | | | | | 85,000 | | | | | | 4.9% | | | | | | 85,000 | | | | | | 4.9% | | |
Administrative services charges (approximately $15,000 per month for up to 24 months)(6) | | | | | 360,000 | | | | | | 20.6% | | | | | | 360,000 | | | | | | 20.6% | | |
Working capital to cover miscellaneous expenses | | | | | 705,000 | | | | | | 40.3% | | | | | | 705,000 | | | | | | 40.3% | | |
Total | | | | $ | 1,750,000 | | | | | | 100% | | | | | $ | 1,750,000 | | | | | | 100% | | |
| | Without Over-allotment | | With Over-allotment | | | Without Over-allotment | | With Over-allotment | | ||||||||||||||||
Public offering price | | | $ | 10.00 | | | | $ | 10.00 | | | | | $ | 10.00 | | | | $ | 10.00 | | | ||||
Net tangible book deficit before this offering | | | | (0.01) | | | | | (0.01) | | | | | | (0.06) | | | | | (0.06) | | | ||||
Increase attributable to public stockholders | | | | 0.74 | | | | | 0.65 | | | | | | 0.80 | | | | | 0.71 | | | ||||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | 0.73 | | | | | 0.64 | | | | | | 0.74 | | | | | 0.65 | | | ||||
Dilution to public stockholders | | | $ | 9.27 | | | | $ | 9.36 | | | | | $ | 9.26 | | | | $ | 9.35 | | | ||||
Percentage of dilution to public stockholders | | | | 92.7% | | | | | 93.6% | | | | | | 92.6% | | | | | 93.5% | | |
| | | SHARES PURCHASED | | | TOTAL CONSIDERATION | | | AVERAGE PRICE PER SHARE | | |||||||||||||||||||||
| | | NUMBER | | | PERCENTAGE | | | AMOUNT | | | PERCENTAGE | | ||||||||||||||||||
Initial Stockholders(1) | | | | | 5,625,000 | | | | | | 20.0% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.004 | | |
Public Stockholders | | | | | 22,500,000 | | | | | | 80.0% | | | | | | 225,000,000 | | | | | | 99.99% | | | | | $ | 10.00 | | |
| | | | | 28,125,000 | | | | | | 100.0% | | | | | $ | 225,025,000 | | | | | | 100.00% | | | | | | | | |
| | Without Over-allotment | | With Over-allotment | | | Without Over-allotment | | With Over-allotment | | ||||||||||||||||
Numerator: | | | | | | | | | | | | | | | | | | | | | | | ||||
Net tangible book deficit before this offering | | | $ | (35,737) | | | | $ | (35,737) | | | | | $ | (379,810) | | | | $ | (379,810) | | | ||||
Net proceeds from this offering and sale of the private placement warrants (1) | | | | 226,750,000 | | | | | 260,500,000 | | | | | | 226,750,000 | | | | | 260,500,000 | | | ||||
Plus: Offering costs paid in advance, excluded from tangible book value before this offering | | | | 57,756 | | | | | 57,756 | | | | | | 351,340 | | | | | 351,340 | | | ||||
Less: Deferred underwriting commissions | | | | (7,875,000) | | | | | (9,056,250) | | | | | | (7,875,000) | | | | | (9,056,250) | | | ||||
Less: Proceeds held in trust subject to redemption(2) | | | | (213,147,010) | | | | | (245,715,760) | | | | | | (213,846,520) | | | | | (246,415,270) | | | ||||
| | | $ | 5,750,009 | | | | $ | 5,750,009 | | | | | $ | 5,000,010 | | | | $ | 5,000,010 | | | ||||
Denominator: | | | | | | | | | | | | | | | | | | | | | | | ||||
Common stock outstanding prior to this offering | | | | 6,468,750 | | | | | 6,468,750 | | | | | | 6,468,750 | | | | | 6,468,750 | | | ||||
Common stock forfeited if over-allotment is not exercised | | | | (843,750) | | | | | — | | | | | | (843,750) | | | | | — | | | ||||
Common stock included in the units offered | | | | 22,500,000 | | | | | 25,875,000 | | | | | | 22,500,000 | | | | | 25,875,000 | | | ||||
Less: Shares subject to redemption | | | | (21,314,701) | | | | | (24,571,576) | | | | | | (21,384,652) | | | | | (24,641,527) | | | ||||
| | | | 6,810,299 | | | | | 7,772,174 | | | | | | 6,740,348 | | | | | 7,702,223 | | |
| | December 31, 2020 | | | | March 31, 2021 | | ||||||||||||||||||||||
| | Actual | | As Adjusted | | | | Actual | | As Adjusted | | ||||||||||||||||||
Note payable to related party(1) | | | $ | 25,000 | | | | $ | — | | | | | | $ | 120,690 | | | | $ | — | | | ||||||
Deferred underwriting commissions | | | | — | | | | | 7,875,000 | | | | | | | | — | | | | | 7,875,000 | | | |||||
Common stock subject to possible redemption; -0- and 21,314,701 shares, actual and as adjusted, respectively (2) | | | | — | | | | | 213,147,010 | | | | |||||||||||||||||
Common stock subject to possible redemption; -0- and 21,384,652 shares, actual and as adjusted, respectively (2) | | | | — | | | | | 213,846,520 | | | ||||||||||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | | | | — | | | | | — | | | | | | | — | | | | | — | | | ||||||
Common stock, $0.0001 par value, 400,000,000 shares authorized, actual and as adjusted; 6,468,750 and 6,810,299 shares issued and outstanding (excluding -0- and 21,314,701 shares subject to possible redemption), actual and as adjusted, respectively (3) | | | | 647 | | | | | 681 | | | | |||||||||||||||||
Common stock, $0.0001 par value, 400,000,000 shares authorized, actual and as adjusted; 6,468,750 and 6,740,348 shares issued and outstanding (excluding -0- and 21,384,652 shares subject to possible redemption), actual and as adjusted, respectively (3) | | | | 647 | | | | | 674 | | | ||||||||||||||||||
Additional paid-in capital | | | | 24,353 | | | | | 5,752,309 | | | | | | | 24,353 | | | | | 5,052,806 | | | ||||||
Accumulated deficit | | | | (2,981) | | | | | (2,981) | | | | | | | (53,470) | | | | | (53,470) | | | ||||||
Total stockholders’ equity | | | $ | 22,019 | | | | $ | 5,750,009 | | | | | | $ | (28,470) | | | | $ | 5,000,010 | | | ||||||
Total capitalization | | | $ | 47,019 | | | | $ | 226,772,019 | | | | | | $ | 92,220 | | | | $ | 226,721,530 | | |
TYPE OF TRANSACTION | | | WHETHER STOCKHOLDER APPROVAL IS REQUIRED | | |||
Purchase of assets | | | | | No | | |
Purchase of stock of target not involving a merger with the company | | | | | No | | |
Merger of target into a subsidiary of the company | | | | | No | | |
Merger of the company with a target | | | | | Yes | | |
| | | REDEMPTIONS IN CONNECTION WITH OUR INITIAL BUSINESS COMBINATION | | | OTHER PERMITTED PURCHASES OF PUBLIC SHARES BY US OR 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 stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. | | | 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 public share including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay | |
| | | REDEMPTIONS IN CONNECTION WITH OUR INITIAL BUSINESS COMBINATION | | | OTHER PERMITTED PURCHASES OF PUBLIC SHARES BY US OR OUR AFFILIATES | | | REDEMPTIONS IF WE FAIL TO COMPLETE AN INITIAL BUSINESS COMBINATION | |
| | | the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed initial business combination. | | | | | | dissolution expenses), divided by the number of then outstanding public shares. | |
Impact to remaining stockholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and franchise and income taxes payable. | | | If the permitted purchases described above are made there would be no impact to our remaining stockholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions. | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
Escrow of offering proceeds | | | $225,000,000 of the net proceeds of this offering and the sale of the | | | Approximately $191,362,500 of the offering proceeds would be | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | private placement warrants will be deposited into a trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. | | | 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 | | | $225,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills 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 stockholders is reduced by (i) any income or franchise taxes paid or payable, and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | 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. | |
Limitation on fair value or net assets of target business | | | NYSE rules require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued | | | We expect the units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus | | | No trading of the units or the underlying common stock 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. | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | unless the representatives inform us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, an additional Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | | |
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 stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if it elects to remain a stockholder of the company or require the return of its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. | | | securities are issued. | |
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 (which interest shall be net of taxes payable and up | | | If a business combination has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | | | | |
Tendering stock certificates in connection with redemption rights or a tender offer | | | We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, at the holder’s option. The proxy materials that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our proxy materials up to two days prior to the vote on the initial business combination to tender its shares if it wishes to seek to exercise its redemption rights. In addition, if we conduct redemptions in connection with a stockholder vote, a public stockholder seeking redemption of its public shares must also submit a | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed initial business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. | | | | |
Release of funds | | | TERMS OF OUR OFFERING Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or to provide for redemption in connection with a business combination and (iii) the redemption of 100% of our public shares if we are unable to complete an initial business combination within the required time frame (subject to the requirements of applicable law). 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 stockholders. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon completion of our initial business combination,” to pay our underwriters deferred underwriting commissions, to pay all or a portion of the consideration | | | RULE 419 OFFERING The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. | | | | |
NAME | | | AGE | | | POSITION | |
James A. Graf | | | 56 | | | Chief Executive Officer | |
Gus Garcia | | | 40 | | | Co-President and Director | |
Lewis Silberman | | | 42 | | | Co-President and Director | |
Anantha Ramamurti | | | 45 | | | Chief Financial Officer and Treasurer | |
Anthony A. Kuznik | | | 56 | | | Executive Vice President, General Counsel and Secretary | |
Sabrina McKee | | | 53 | | | Executive Vice President, Strategy | |
Edwin J. Rigaud | | | 77 | | | Director Nominee | |
A.B. Cruz III | | | 62 | | | Director Nominee | |
Jeanne L. Manischewitz | | | 47 | | | Director Nominee | |
| INDIVIDUAL | | | ENTITY | | | ENTITY’S BUSINESS | | | AFFILIATION | |
| James A. Graf | | | PSI Capital Inc. Graf Acquisition Corp. III Graf Acquisition Corp. IV Catcha Investment Corp. | | | Venture Capital Special Purpose Acquisition Company Special Purpose Acquisition Company Special Purpose Acquisition Company | | | Chief Executive Officer Chief Executive Officer Chief Executive Officer Director | |
| Gus Garcia | | | Graf Acquisition Corp. III Graf Acquisition Corp. IV | | | Special Purpose Acquisition Company Special Purpose Acquisition Company | | | Co-President and Director Co-President and Director | |
| Lewis Silberman | | | Graf Acquisition Corp. III Graf Acquisition Corp. IV | | | Special Purpose Acquisition Company Special Purpose Acquisition Company | | | Co-President and Director Co-President and Director | |
| Anantha Ramamurti | | | Graf Acquisition Corp. III Graf Acquisition | | | Special Purpose Acquisition Company Special Purpose | | | Chief Financial Officer and Treasurer Chief Financial Officer | |
| INDIVIDUAL | | | ENTITY | | | ENTITY’S BUSINESS | | | AFFILIATION | |
| | | | Corp. IV | | | Acquisition Company | | | and Treasurer | |
| Anthony A. Kuznik | | | Graf Acquisition Corp. III Graf Acquisition Corp. IV | | | Special Purpose Acquisition Company Special Purpose Acquisition Company | | | Executive Vice President, General Counsel and Secretary Executive Vice President, General Counsel and Secretary | |
| Sabrina McKee | | | GrafAcquisition Corp. III Graf Acquisition Corp. IV | | | Special Purpose Acquisition Company Special Purpose Acquisition Company | | | Executive Vice President, Strategy Executive Vice President, Strategy | |
| Edwin J. Rigaud | | | PARTS iD, Inc. Graf Acquisition Corp. III Graf Acquisition Corp. IV | | | Digital Commerce Special Purpose Acquisition Company Special Purpose Acquisition Company | | | Director Independent Director Nominee Independent Director Nominee | |
| A.B. Cruz III | | | Graf Acquisition Corp. III Graf Acquisition Corp. IV | | | Special Purpose Acquisition Company Special Purpose Acquisition Company | | | Independent Director Nominee Independent Director Nominee | |
| Jeanne L. Manischewitz | | | Healthcare Services Acquisition Corp. Graf Acquisition Corp. III Graf Acquisition Corp. IV | | | Special Purpose Acquisition Company Special Purpose Acquisition Company Special Purpose Acquisition Company | | | Independent Director Independent Director Nominee Independent Director Nominee | |
| | | BEFORE OFFERING | | | AFTER OFFERING | | ||||||||||||||||||
NAME AND ADDRESS OF BENEFICIAL OWNER(1) | | | NUMBER OF SHARES BENEFICIALLY OWNED(2) | | | APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK | | | NUMBER OF SHARES BENEFICIALLY OWNED(2) | | | APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK | | ||||||||||||
Graf Acquisition Partners LLC(3) | | | | | 6,408,750 | | | | | | 99.1% | | | | | | 5,565,000 | | | | | | 19.8% | | |
James A. Graf(3) | | | | | 6,408,750 | | | | | | 99.1% | | | | | | 5,565,000 | | | | | | 19.8% | | |
Gus Garcia | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Lewis Silberman | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Anantha Ramamurti | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Anthony A Kuznik | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sabrina McKee | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Edwin J. Rigaud | | | | | 20,000 | | | | | | * | | | | | | 20,000 | | | | | | * | | |
A.B. Cruz III | | | | | 20,000 | | | | | | * | | | | | | 20,000 | | | | | | * | | |
Jeanne L. Manischewitz | | | | | 20,000 | | | | | | * | | | | | | 20,000 | | | | | | * | | |
All executive officers, directors and director nominees as a group (9 individuals) | | | | | 6,468,750 | | | | | | 100.0% | | | | | | 5,625,000 | | | | | | 20.0% | | |
UNDERWRITER | | | NUMBER OF UNITS | | |||
J.P. Morgan Securities LLC | | | | | | | |
Oppenheimer & Co. Inc. | | | | | | | |
Total | | | | | 22,500,000 | | |
| | NO EXERCISE | | FULL EXERCISE | | | NO EXERCISE | | FULL EXERCISE | | ||||||||||||||||
Per Unit(1) | | | $ | 0.20 | | | | $ | 0.20 | | | | | $ | 0.55 | | | | $ | 0.55 | | | ||||
Total(1) | | | $ | 4,500,000 | | | | $ | 5,175,000 | | | | | $ | 12,375,000 | | | | $ | 14,231,250 | | |
| | | Page | | |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| Assets: | | | | | | | | March 31, 2021 | | December 31, 2020 | | |||||||||
| Current assets: | | | | | | | | (unaudited) | | | | | | | ||||||
| Cash | | | $ | 6,871 | | | ||||||||||||||
| Total current assets | | | | 6,871 | | | ||||||||||||||
| Deferred offering costs associated with proposed public offering | | | | 57,756 | | | ||||||||||||||
| Total assets | | | $ | 64,627 | | | ||||||||||||||
| Liabilities and Stockholder’s Equity: | | | | | | | ||||||||||||||
| Current liabilities: | | | | | | | ||||||||||||||
| Accrued expenses | | | $ | 16,756 | | | ||||||||||||||
| Franchise tax payable | | | | 852 | | | ||||||||||||||
| Note payable — related party | | | | 25,000 | | | ||||||||||||||
| Total current liabilities | | | | 42,608 | | | ||||||||||||||
| Commitments and Contingencies | | | | | | | ||||||||||||||
| Stockholder’s Equity: | | | | | | | ||||||||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | | | | — | | | ||||||||||||||
| Common stock, $0.0001 par value; 400,000,000 shares authorized; 6,468,750 shares issued and outstanding (1)(2) | | | | 647 | | | ||||||||||||||
| Additional paid-in capital | | | | 24,353 | | | ||||||||||||||
| Accumulated deficit | | | | (2,981) | | | ||||||||||||||
| Total stockholder’s equity | | | | 22,019 | | | ||||||||||||||
| Total Liabilities and Stockholder’s Equity | | | $ | 64,627 | | | ||||||||||||||
Assets: | | | | | | | | | | | | ||||||||||
Current assets: | | | | | | | | | | | | ||||||||||
Cash | | | $ | 6,796 | | | | $ | 6,871 | | | ||||||||||
Total current assets | | | | 6,796 | | | | | 6,871 | | | ||||||||||
Deferred offering costs associated with proposed public offering | | | | 351,340 | | | | | 57,756 | | | ||||||||||
Total assets | | | $ | 358,136 | | | | $ | 64,627 | | | ||||||||||
Liabilities and Stockholder’s Equity (Deficit): | | | | | | | | | | | | ||||||||||
Current liabilities: | | | | | | | | | | | | ||||||||||
Accounts payable | | | $ | 176,925 | | | | $ | — | | | ||||||||||
Accrued expenses | | | | 40,174 | | | | | 16,756 | | | ||||||||||
Franchise tax payable | | | | 48,817 | | | | | 852 | | | ||||||||||
Note payable – related party | | | | 120,690 | | | | | 25,000 | | | ||||||||||
Total current liabilities | | | | 386,606 | | | | | 42,608 | | | ||||||||||
Commitments and Contingencies | | | | | | | | | | | | ||||||||||
Stockholder’s Equity (Deficit): | | | | | | | | | | | | ||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | | | | — | | | | | — | | | ||||||||||
Common stock, $0.0001 par value; 400,000,000 shares authorized; 6,468,750 shares issued and outstanding (1) | | | | 647 | | | | | 647 | | | ||||||||||
Additional paid-in capital | | | | 24,353 | | | | | 24,353 | | | ||||||||||
Accumulated deficit | | | | (53,470) | | | | | (2,981) | | | ||||||||||
Total stockholder’s equity (deficit) | | | | (28,470) | | | | | 22,019 | | | ||||||||||
Total Liabilities and Stockholder’s Equity (Deficit) | | | $ | 358,136 | | | | $ | 64,627 | | |
| General and administrative expenses | | | $ | 2,129 | | | | For the three months ended March 31, 2021 | | For the period from July 1, 2020 (inception) through December 31, 2020 | | |||||||||
| Franchise tax expense | | | | 852 | | | | (unaudited) | | | | | | | ||||||
| Net loss | | | $ | (2,981) | | | ||||||||||||||
| Weighted average shares outstanding, basic and diluted (1)(2) | | | | 5,625,000 | | | ||||||||||||||
| Basic and diluted net loss per share | | | $ | (0.00) | | | ||||||||||||||
General and administrative expenses | | | $ | 1,469 | | | | $ | 2,129 | | | ||||||||||
Franchise tax expense | | | | 49,020 | | | | | 852 | | | ||||||||||
Net loss | | | $ | (50,489) | | | | $ | (2,981) | | | ||||||||||
Weighted average shares outstanding, basic and diluted (1) | | | | 5,625,000 | | | | | 5,625,000 | | | ||||||||||
Basic and diluted net loss per share | | | $ | (0.01) | | | | $ | (0.00) | | |
| | Common Stock | | | Additional Paid-In Capital | | Accumulated Deficit | | Total Stockholder’s Equity | | | Common Stock | | | Additional Paid-In Capital | | Accumulated Deficit | | Total Stockholder’s Equity | | ||||||||||||||||||||||||||||||||||||||||||
| | Shares | | Amount | | | Shares | | Amount | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance – July 1, 2020 (inception) | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | ||||||||||
Issuance of common stock to Sponsor (1)(2) | | | | 6,468,750 | | | | | 647 | | | | | 24,353 | | | | | — | | | | | 25,000 | | | ||||||||||||||||||||||||||||||||||||
Issuance of common stock to Sponsor (1) | | | | 6,468,750 | | | | | 647 | | | | | 24,353 | | | | | — | | | | | 25,000 | | | ||||||||||||||||||||||||||||||||||||
Net loss | | | | — | | | | | — | | | | | — | | | | | (2,981) | | | | | (2,981) | | | | | | — | | | | | — | | | | | — | | | | | (2,981) | | | | | (2,981) | | | ||||||||||
Balance – December 31, 2020 | | | | 6,468,750 | | | | $ | 647 | | | | $ | 24,353 | | | | $ | (2,981) | | | | $ | 22,019 | | | | | | 6,468,750 | | | | $ | 647 | | | | $ | 24,353 | | | | $ | (2,981) | | | | $ | 22,019 | | | ||||||||||
Net loss (unaudited) | | | | — | | | | | — | | | | | — | | | | | (50,489) | | | | | (50,489) | | | ||||||||||||||||||||||||||||||||||||
Balance – March 31, 2021 (unaudited) | | | | 6,468,750 | | | | $ | 647 | | | | $ | 24,353 | | | | $ | (53,470) | | | | $ | (28,470) | | |
| | | For the three months ended March 31, 2021 | | | For the period from July 1, 2020 (inception) through December 31, 2020 | | ||||||
| | | (unaudited) | | | | | | | | |||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss | | | | $ | (50,489) | | | | | $ | (2,981) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
General and administrative and franchise tax expenses paid by related party under promissory note | | | | | 2,449 | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | | 2,000 | | | | | | — | | |
Accrued expenses | | | | | (2,000) | | | | | | 2,000 | | |
Franchise tax payable | | | | | 47,965 | | | | | | 852 | | |
Net cash used in operating activities | | | | | (75) | | | | | | (129) | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from note payable to related party | | | | | — | | | | | | 25,000 | | |
Deferred offering costs paid | | | | | — | | | | | | (18,000) | | |
Net cash provided by financing activities | | | | | — | | | | | | 7,000 | | |
Net change in cash | | | | | (75) | | | | | | 6,871 | | |
Cash – beginning of the period | | | | | 6,871 | | | | | | — | | |
Cash – end of the period | | | | $ | 6,796 | | | | | $ | 6,871 | | |
Supplemental disclosure of noncash activities: | | | | | | | | | | | | | |
Deferred offering costs paid by Sponsor in exchange for issuance of common stock | | | | $ | — | | | | | $ | 25,000 | | |
Deferred offering costs included in accounts payable | | | | $ | 174,925 | | | | | $ | — | | |
Deferred offering costs included in accrued expenses | | | | $ | 25,418 | | | | | $ | 14,756 | | |
Deferred offering costs paid by related party under promissory note | | | | $ | 93,241 | | | | | $ | — | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (2,981) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Accrued expenses | | | | | 2,000 | | |
| Franchise tax payable | | | | | 852 | | |
| Net cash used in operating activities | | | | | (129) | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from note payable to related party | | | | | 25,000 | | |
| Deferred offering costs paid | | | | | (18,000) | | |
| Net cash provided by financing activities | | | | | 7,000 | | |
| Net change in cash | | | | | 6,871 | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | 6,871 | | |
| Supplemental disclosure of noncash activities: | | | | | | | |
| Deferred offering costs paid by Sponsor in exchange for issuance of common stock | | | | $ | 25,000 | | |
| Deferred offering costs included in accrued expenses | | | | $ | 14,756 | | |
| SEC expenses | | | | $ | 35,000 | | |
| FINRA expenses | | | | | 39,000 | | |
| Accounting fees and expenses | | | | | 40,000 | | |
| Printing and engraving expenses | | | | | 30,000 | | |
| Travel and road show expenses | | | | | 25,000 | | |
| Directors & officers liability insurance premiums(1) | | | | | 1,200,000 | | |
| Legal fees and expenses | | | | | 225,000 | | |
| NYSE listing and filing fees | | | | | 85,000 | | |
| Miscellaneous | | | | | 221,000 | | |
| Total | | | | $ | 1,900,000 | | |
| EXHIBIT | | | DESCRIPTION | |
| 10.8 | | | Form of Administrative Services Agreement between the Company and G-SPAC Management LLC.* | |
| 14 | | | | |
| 23.1 | | | | |
| 23.2 | | | Consent of White & Case LLP (included in Exhibit 5.1). | |
| 24 | | | | |
| 99.1 | | | | |
| 99.2 | | | | |
| 99.3 | | | | |
| 99.4 | | | | |
| 99.5 | | | | |
| 99.6 | | | | |
| 99.7 | | | | |
| 99.8 | | | |
| | | | GRAF ACQUISITION CORP. II | | ||||||
| | | | By: | | | /s/ James A. Graf | | |||
| | | | | | | Name: | | | James A. Graf | |
| | | | | | | Title: | | | Chief Executive Officer | |
| Name | | | Position | | | Date | |
| /s/ James A. Graf James A. Graf | | | Chief Executive Officer (principal executive officer) | | | | |
| /s/ Anantha Ramamurti Anantha Ramamurti | | | Chief Financial Officer (principal financial and accounting officer) | | | |