| Cayman Islands State or other jurisdiction of incorporation or organization) | | | 6770 (Primary Standard Industrial Classification Code Number) | | | 98-1586556 (I.R.S. Employer Identification No.) | |
| Copies of all communications, including communications sent to agent for service, should be sent to: | | |||
| Christian O. Nagler Ross M. Leff, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 | | | Michael J. Blankenship David A. Sakowitz Dominick DeChiara Winston & Strawn LLP 200 Park Avenue New York, New York 10166 (212) 294-6700 | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | Emerging growth company ☒ | |
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Title of Each Class of Securities to Be Registered | | | | Amount to be Registered | | | | Proposed Maximum Offering Price Per Unit(1) | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | | | | | Amount to be Registered | | | | Proposed Maximum Offering Price Per Unit(1) | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant (2) | | | | 34,500,000 units | | | | $10.00 | | | | $345,000,000 | | | | $37,639.50 | | | | | 34,500,000 units | | | | $10.00 | | | | $345,000,000 | | | | $31,981.50 | |
Class A ordinary shares included as part of the units(3) | | | | 34,500,000 shares | | | | — | | | | — | | | | —(4) | | | | | 34,500,000 shares | | | | — | | | | — | | | | —(4) | |
Redeemable warrants included as part of the units(3) | | | | 11,500,000 warrants | | | | — | | | | — | | | | —(4) | | | | | 11,500,000 warrants | | | | — | | | | — | | | | —(4) | |
Total | | | | | | | | | | | | $345,000,000 | | | | $37,639.50(5) | | | | | | | | | | | | | $345,000,000 | | | | $31,981.50(5) | |
| | | Per Unit | | | Total | | ||||||
Public offering price | | | | $ | 10.00 | | | | | | 300,000,000 | | |
Underwriting discounts and commissions(1) | | | | $ | 0.55 | | | | | | 16,500,000 | | |
Proceeds, before expenses, to us | | | | $ | 9.45 | | | | | | 283,500,000 | | |
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| | | | F-1 | | |
| | June 30, 2021 | | | September 30, 2021 | | ||||||||
Balance Sheet Data: | | | | | | | | | | | | | ||
Working capital (deficiency) | | | $ | (553,921) | | | | | $ | (578,911) | | | ||
Total assets | | | $ | 559,721 | | | | | $ | 584,711 | | | ||
Total liabilities | | | $ | 544,221 | | | | | $ | 579,211 | | | ||
Shareholder’s equity (deficit) | | | $ | 5,500 | | | | | $ | 5,500 | | |
| Public shares | | | | | 30,000,000 | | |
| Founder shares | | | | | 7,500,000 | | |
| Total shares | | | | | 37,500,000 | | |
| Total funds in trust available for initial business combination | | | | $ | 300,000,000 | | |
| Initial implied value per public share | | | | $ | 10.00 | | |
| Implied value per share upon consummation of initial business combination | | | | $ | 8.00 | | |
| | Without Option(1) | | Option Fully Exercised(2) | | | Without Option(1) | | Option Fully Exercised(2) | | ||||||||||||||||
Gross proceeds | | | | | | | | | | | | | | | | | | | | | | | ||||
Gross proceeds from units offered to public(3) | | | $ | 300,000,000 | | | | $ | 345,000,000 | | | | | $ | 300,000,000 | | | | $ | 345,000,000 | | | ||||
Gross proceeds from private placement warrants offered in the private placement | | | $ | 9,000,000 | | | | $ | 9,900,000 | | | | | $ | 9,000,000 | | | | $ | 9,900,000 | | | ||||
Total gross proceeds | | | $ | 309,000,000 | | | | $ | 354,900,000 | | | | | $ | 309,000,000 | | | | $ | 354,900,000 | | | ||||
Offering expenses(4) | | | | | | | | | | | | | | | | | | | | | | | ||||
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion) (5) | | | $ | 6,000,000 | | | | $ | 6,900,000 | | | | | $ | 6,000,000 | | | | $ | 6,900,000 | | | ||||
Legal fees and expenses | | | | 450,000 | | | | | 450,000 | | | | | | 450,000 | | | | | 450,000 | | | ||||
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 | | | | 89,890 | | | | | 89,890 | | | | | | 89,890 | | | | | 89,890 | | | ||||
Travel and road show | | | | 10,000 | | | | | 10,000 | | | | | | 10,000 | | | | | 10,000 | | | ||||
NYSE listing and filing fees | | | | 85,000 | | | | | 85,000 | | | | | | 85,000 | | | | | 85,000 | | | ||||
Miscellaneous(6) | | | | 80,110 | | | | | 80,110 | | | | | | 80,110 | | | | | 80,110 | | | ||||
Director and officer liability insurance premiums | | | | 1,700,000 | | | | | 1,700,000 | | | |||||||||||||||
Total offering expenses (excluding underwriting commissions) | | | $ | 2,500,000 | | | | $ | 2,500,000 | | | | | $ | 800,000 | | | | $ | 800,000 | | | ||||
Proceeds after offering expenses | | | $ | 300,500,000 | | | | $ | 345,500,000 | | | | | $ | 302,200,000 | | | | $ | 347,200,000 | | | ||||
Held in trust account(5) | | | $ | 300,000,000 | | | | $ | 345,000,000 | | | | | $ | 300,000,000 | | | | $ | 345,000,000 | | | ||||
% of public offering size | | | | 100% | | | | | 100% | | | | | | 100% | | | | | 100% | | | ||||
Not held in trust account | | | $ | 500,000 | | | | $ | 500,000 | | | | | $ | 2,200,000 | | | | $ | 2,200,000 | | |
| | Amount | | % of Total | | | Amount | | % of Total | | ||||||||||||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination (8) | | | $ | 190,000 | | | | | 38% | | | | | $ | 190,000 | | | | | 9% | | | ||||
Legal and accounting fees related to regulatory reporting obligations | | | | 50,000 | | | | | 10% | | | | | | 50,000 | | | | | 2% | | | ||||
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target | | | | 40,000 | | | | | 8% | | | | | | 40,000 | | | | | 2% | | | ||||
Payment for office space, administrative and support services | | | | 120,000 | | | | | 24% | | | | | | 120,000 | | | | | 5% | | | ||||
NYSE continuing fees | | | | 85,000 | | | | | 17% | | | | | | 85,000 | | | | | 4% | | | ||||
Working capital to cover miscellaneous expenses | | | | 15,000 | | | | | 3% | | | | | | 15,000 | | | | | 1% | | | ||||
Director and officer liability insurance premiums | | | | 1,700,000 | | | | | 77% | | | |||||||||||||||
Total | | | $ | 500,000 | | | | | 100.0% | | | | | $ | 2,200,000 | | | | | 100.0% | | |
| | Without Option | | With Option | | | Without Option | | With Option | | ||||||||||||||||
Public offering price | | | $ | 10.00 | | | | $ | 10.00 | | | | | $ | 10.00 | | | | $ | 10.00 | | | ||||
Net tangible book deficit before this offering | | | | (0.07) | | | | | (0.06) | | | | | | (0.08) | | | | | (0.07) | | | ||||
Increase attributable to public shareholders | | | | 0.53 | | | | | 0.46 | | | | | | 0.56 | | | | | 0.49 | | |
| | Without Option | | With Option | | | Without Option | | With Option | | ||||||||||||||||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | 0.46 | | | | | 0.40 | | | | | | 0.48 | | | | | 0.42 | | | ||||
Dilution to public shareholders | | | $ | 9.54 | | | | $ | 9.60 | | | | | $ | 9.52 | | | | $ | 9.58 | | | ||||
Percentage of dilution to public shareholders | | | | 95.4% | | | | | 96.0% | | | | | | 95.2% | | | | | 95.8% | | |
| | | Shares Purchased | | | Total Consideration | | | Average Price per Share | | |||||||||||||||||||||
| | | Number | | | Percentage | | | Amount | | | Percentage | | ||||||||||||||||||
Class B Ordinary Shares(1) | | | | | 7,500,000 | | | | | | 20.0% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.003 | | |
Public Shareholders | | | | | 30,000,000 | | | | | | 80.0% | | | | | | 300,000,000 | | | | | | 99.99% | | | | | $ | 10.00 | | |
| | | | | 37,500,000 | | | | | | 100.0% | | | | | $ | 300,025,000 | | | | | | 100.0% | | | | | | | | |
| | Without Option | | With Option | | | Without Option | | With Option | | ||||||||||||||||
Numerator: | | | | | | | | | | | | | | | | | | | | | | | ||||
Net tangible book deficit before this offering | | | $ | (553,921) | | | | $ | (553,921) | | | | | $ | (578,911) | | | | $ | (578,911) | | | ||||
Net proceeds from this offering and sale of the private placement warrants (1) | | | | 300,500,000 | | | | | 345,500,000 | | | | | | 302,200,000 | | | | | 347,200,000 | | | ||||
Plus: Offering costs paid in advance, excluded from tangible book value before this offering | | | | 559,,421 | | | | | 559,,421 | | | | | | 584,411 | | | | | 584,411 | | | ||||
Less: Warrant liability | | | | (19,528,000) | | | | | (22,086,000) | | | | | | (14,810,000) | | | | | (16,752,000) | | | ||||
Less: Deferred underwriting commissions | | | | (10,500,000) | | | | | (12,075,000) | | | | | | (10,500,000) | | | | | (12,075,000) | | | ||||
Less: Assumed maximum proceeds available for redemption to effect a business combination (2) | | | | (265,477,499) | | | | | (306,344,499) | | | | | | (271,895,499) | | | | | (313,378,499) | | | ||||
| | | $ | 5,000,001 | | | | $ | 5,000,001 | | | | | $ | 5,000,001 | | | | $ | 5,000,001 | | | ||||
Denominator: | | | | | | | | | | | | | | | | | | | | | | | ||||
Ordinary shares outstanding prior to this offering | | | | 8,625,000 | | | | | 8,625,000 | | | | | | 8,625,000 | | | | | 8,625,000 | | | ||||
Ordinary shares forfeited if over-allotment is not exercised | | | | (1,125,000) | | | | | — | | | | | | (1,125,000) | | | | | — | | | ||||
Ordinary shares included in the units offered | | | | 30,000,000 | | | | | 34,500,000 | | | | | | 30,000,000 | | | | | 34,500,000 | | | ||||
Less: Maximum shares that may be redeemed to effect a business combination (2) | | | | (26,547,750) | | | | | (30,634,450) | | | | | | (27,189,550) | | | | | (31,337,750) | | | ||||
| | | | 10,952,250 | | | | | 12,490,550 | | | | | | 10,310,450 | | | | | 11,787,250 | | |
| | June 30, 2021 | | | September 30, 2021 | | ||||||||||||||||||||
| | Actual | | As Adjusted(1) | | | Actual | | As Adjusted(1) | | ||||||||||||||||
Notes payable to related party(2) | | | $ | 155,590 | | | | $ | — | | | | | $ | 232,187 | | | | $ | — | | | ||||
Deferred underwriting commissions | | | | — | | | | | 10,500,000 | | | | | | — | | | | | 10,500,000 | | | ||||
Warrant liability(3) | | | | — | | | | | 19,528,000 | | | | | | — | | | | | 14,810,000 | | | ||||
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized; -0- and 30,000,000 shares are subject to possible redemption, respectively (4)(5) | | | | — | | | | | 269,683,193 | | | | | | — | | | | | 274,006,033 | | | ||||
Shareholder’s equity: | | | ||||||||||||||||||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized, 8,625,000 and 7,500,000 shares issued and outstanding, actual and as adjusted, respectively | | | | 863 | | | | | 750 | | | | | | 863 | | | | | 750 | | | ||||
Additional paid-in capital(6) | | | | 24,137 | | | | | 1,578,250 | | | | | | 24,137 | | | | | 3,440,250 | | | ||||
Accumulated deficit(7) | | | | (19,500) | | | | | (784,793) | | | | | | (19,500) | | | | | (551,533) | | | ||||
Total shareholder’s (deficit) equity | | | $ | 5,500 | | | | $ | 794,307 | | | | | $ | 5,500 | | | | $ | 2,889,467 | | | ||||
Total capitalization | | | $ | 161,090 | | | | $ | 300,505,500 | | | | | $ | 237,687 | | | | $ | 302,205,500 | | |
| | | | 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 shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated 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 earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the | | | If we seek shareholder 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 either 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 they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a | | | If we have not consummated an 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 earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares. | |
| | | | 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 | |
| | | | number of the 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 and any limitations (including, but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. | | | | |
| Impact to remaining shareholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and income taxes payable. | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders 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 sponsor, who will be our only remaining shareholder after such redemptions. | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| Escrow of offering proceeds | | | $300,000,000 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. | | | $255,150,000 of the offering proceeds, 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 | | | $300,000,000 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 income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any income | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | 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. | | | 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 | | | The NYSE rules require that our initial business combination must occur with one or more business combinations that together have an aggregate fair market value of at least 80% of our assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of deferred underwriting discounts held in trust and income taxes payable on the interest or other income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. | | | 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 ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representatives of the underwriters informs 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. If the option to purchase additional units is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the option to purchase additional units. The units will automatically separate into their component parts and units will not be traded after completion of our initial business combination. | | | 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 30 days after the completion of our initial business combination. | | | 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 | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | | | | account. | |
| Election to remain an investor | | | We will provide our public shareholders with the opportunity to redeem their public shares for 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 and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirement to hold a shareholder vote. If we are not required by applicable law or stock exchange listing requirement and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days’ notice will be given of any such general meeting. | | | 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 he or she elects to remain a shareholder of the company or require the return of his, her or 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 shareholder. 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 securities are issued. | |
| Business combination deadline | | | If we have not consummated 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 | | | If an acquisition 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 | |
| | | | 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 and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation 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 the requirements of other applicable law. | | | | |
| Release of funds | | | Except for the withdrawal of interest income (if any) to pay our income taxes, if any, 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 have not consummated an 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 shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or 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 (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. | | | 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. | |
Name | | | Age | | | Position | |
Milton Berlinski | | | 64 | | | Chairman and Chief Executive Officer | |
David Sloane | | | 36 | | | Chief Financial Officer | |
Alexander Chulack | | | 44 | | | Director | |
Karin Hirtler-Garvey | | | 64 | | | Director | |
Ronald Hynes | | | 56 | | | Director | |
Jonathan Ziglar | | | 48 | | | Director | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
Milton Berlinski | | | Reverence Capital Partners | | | Private Equity | | | Co-Founder | |
| | | Victory Capital Holdings, Inc | | | Asset Management | | | Director | |
| | | Russel Investments Ltd. | | | Asset Management | | | Director | |
| | | Diamond Resorts International Inc. | | | Services | | | Director | |
| | | Venerable Holdings, Inc. | | | Insurance | | | Director | |
| | | Transact Holdings, Inc. | | | Financial Technology Asset | | | Director | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
| | | Vidal Capital, Inc. | | | Cryptoasset Manager | | | Director | |
| | | Advisor Group | | | Wealth Management | | | Director | |
| | | DMG Bancshares, Inc. | | | Banking | | | Director | |
| | | New America Alliance | | | Non-Profit | | | Board Member | |
| | | Wharton Graduate School of Business – Advisory Board | | | Non-Profit | | | Board Member | |
| | | The Mount Sinai Department of Surgery Advisory Board | | | Non-Profit | | | Board Member | |
David Sloane | | | Reverence Capital Partners | | | Private Equity | | | Vice President of Finance and Controller | |
Alexander Chulack | | | Reverence Capital Partners | | | Private Equity | | | Co-Founder | |
| | | Market76 | | | Data Management | | | Chairman | |
Karin Hirtler-Garvey | | | Victory Capital Holdings, Inc. | | | Asset Management | | | Director | |
| | | PhenixFIN Corp | | | Business Development | | | Director | |
| | | VA Capital Management | | | Annuities | | | Director | |
| | | USAA Federal Savings Bank | | | Personal Banking | | | Director | |
Ronald Hynes | | | Vesta Corporation | | | Payment Solutions | | | Chief Executive Officers and Director | |
| | | Facteus | | | Financial Data | | | Director | |
| | | Whipstick Ventures, LLC | | | Venture Capital | | | Principal | |
Jonathan Ziglar | | | ParkMobile, LLC | | | Mobile Payments | | | Chief Executive Officer and Director | |
| | | Summit Growth Advisors, LLC | | | Consulting | | | President | |
| | | Number of Shares Beneficially Owned(2) | | | Approximate Percentage of Issued and Outstanding Ordinary Shares | | ||||||||||||
Name and Address of Beneficial Owner(1) | | | Before Offering | | | After Offering | | ||||||||||||
Reverence Acquisition Holdings, LLC (our sponsor)(3) | | | | | 8,565,000(4) | | | | | | 99.3% | | | | | | 19.3% | | |
Milton Berlinski | | | | | —(5) | | | | | | — | | | | | | — | | |
David Sloane | | | | | —(5) | | | | | | — | | | | | | — | | |
Alexander Chulack | | | | | —(5) | | | | | | — | | | | | | — | | |
Karin Hirtler-Garvey | | | | | 20,000 | | | | | | * | | | | | | * | | |
Ronald Hynes(6) | | | | | 20,000(6) | | | | | | * | | | | | | * | | |
Jonathan Ziglar | | | | | 20,000 | | | | | | * | | | | | | * | | |
All officers and directors as a group (five individuals) | | | | | 8,625,000 | | | | | | 100% | | | | | | 20.0% | | |
Redemption Date (period to expiration of warrants) | | | Fair Market Value of Class A Ordinary Shares | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| <$10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | >$18.00 | | |||||||||||||||||||||||||||||
60 months | | | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months | | | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months | | | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months | | | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months | | | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months | | | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months | | | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months | | | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months | | | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months | | | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months | | | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months | | | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months | | | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months | | | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months | | | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months | | | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months | | | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months | | | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months | | | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months | | | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months | | | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriters | | | Number of units | | |||
Goldman Sachs & Co. LLC | | | | | | | |
Citigroup Global Markets, Inc. | | | | | | | |
Deutsche Bank Securities Inc. | | | | | | | |
Cantor Fitzgerald & Co. | | | | | | | |
Siebert Williams Shank & Co., LLC | | | | | | | |
Total | | | | | 30,000,000 | | |
| | | Paid by Reverence Acquisition Corp. | | |||||||||
| | | No Exercise | | | Full Exercise | | ||||||
Per Unit(1) | | | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 16,500,000 | | | | | $ | 18,975,000 | | |
| Audited Financial Statements for Reverence Acquisition Corp: | | | | | | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | |
| | June 30, 2021 | | March 9, 2021 | | | September 30, 2021 | | March 9, 2021 | | ||||||||||||||||
| | (unaudited) | | (audited) | | | (unaudited) | | (audited) | | ||||||||||||||||
Assets | | | | | | | | | | | | | | | ||||||||||||
Current assets: | | | | | ||||||||||||||||||||||
Other receivables | | | $ | 300 | | | | $ | — | | | | | $ | 300 | | | | $ | — | | | ||||
Total current assets | | | $ | 300 | | | | $ | — | | | | | | 300 | | | | | — | | | ||||
Non-current assets: | | | | | ||||||||||||||||||||||
Deferred offering costs | | | $ | 559,421 | | | | $ | 88,291 | | | | | | 584,411 | | | | | 88,291 | | | ||||
Total non-current assets | | | $ | 559,421 | | | | | 88,291 | | | | | | 584,411 | | | | | 88,291 | | | ||||
Total assets | | | $ | 559,721 | | | | $ | 88,291 | | | | | $ | 584,711 | | | | $ | 88,291 | | | ||||
Liabilities and shareholder’s equity (deficit) | | | | | | | | | | | | | | | ||||||||||||
Current liabilities: | | | | | | | | | | | | | | | ||||||||||||
Accounts payable and accrued expenses | | | $ | 17,000 | | | | $ | 19,500 | | | | | $ | 17,000 | | | | $ | 19,500 | | | ||||
Accrued offering costs | | | | 381,631 | | | | | 63,291 | | | | | | 330,024 | | | | | 63,291 | | | ||||
Promissory note — related party | | | | 155,590 | | | | | — | | | | | | 232,187 | | | | | — | | | ||||
Total current liabilities | | | | 554,221 | | | | | 82,791 | | | | | | 579,211 | | | | | 82,791 | | | ||||
Commitments and contingencies | | | | | | | | | | | | | | | ||||||||||||
Shareholder’s equity: | | | | | | | | | | | | | | | ||||||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 8,625,000 shares issued and outstanding (1) | | | | 863 | | | | | 863 | | | | | | 863 | | | | | 863 | | | ||||
Additional paid-in capital | | | | 24,137 | | | | | 24,137 | | | | | | 24,137 | | | | | 24,137 | | | ||||
Accumulated deficit | | | | (19,500) | | | | | (19,500) | | | | | | (19,500) | | | | | (19,500) | | | ||||
Total shareholder’s equity | | | | 5,500 | | | | | 5,500 | | | | | | 5,500 | | | | | 5,500 | | | ||||
Total liabilities, and shareholder’s equity | | | $ | 559,721 | | | | $ | 88,291 | | | | | $ | 584,711 | | | | $ | 88,291 | | |
| | For the Period from March 2, 2021 (Inception) through | | | For the Period from March 2, 2021 (Inception) through | | ||||||||||||||||||||
| | June 30, 2021 | | March 9, 2021 | | | September 30, 2021 | | March 9, 2021 | | ||||||||||||||||
| | (unaudited) | | (audited) | | | (unaudited) | | (audited) | | ||||||||||||||||
Formation, general and administrative expenses | | | $ | 19,500 | | | | $ | 19,500 | | | | | $ | 19,500 | | | | $ | 19,500 | | | ||||
Net loss | | | $ | (19,500) | | | | $ | (19,500) | | | | | $ | (19,500) | | | | $ | (19,500) | | | ||||
Basic and diluted weighted average shares outstanding(1) | | | | 7,500,000 | | | | | 7,500,000 | | | | | | 7,500,000 | | | | | 7,500,000 | | | ||||
Basic and diluted net loss per share | | | $ | (0.00) | | | | $ | (0.00) | | | | | $ | (0.00) | | | | $ | (0.00) | | |
| | | | Class B Ordinary Shares | | | | | | | | | | | | | | | | | | | | Class B Ordinary Shares | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||
| | | | No. of Shares | | Amount | | Additional Paid-in Capital | | Accumulated Deficit | | Total Shareholder’s Equity | | | | | No. of Shares | | Amount | | Additional Paid-in Capital | | Accumulated Deficit | | Total Shareholder’s Equity | | ||||||||||||||||||||||||||||||||||||||||||
Balance, March 2, 2021 (inception) | | | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | ||||||||||||
Issuance of Class B common to Sponsor on March 2, 2021 (1) | | | | | | 8,625,000 | | | | | 863 | | | | | 24,137 | | | | | — | | | | | 25,000 | | | | | | | | 8,625,000 | | | | | 863 | | | | | 24,137 | | | | | — | | | | | 25,000 | | | ||||||||||||
Net Loss during the period | | | | | | — | | | | | — | | | | | — | | | | | (19,500) | | | | | (19,500) | | | | | | | | — | | | | | — | | | | | — | | | | | (19,500) | | | | | (19,500) | | | ||||||||||||
Balance, March 9, 2021 (audited)(1) | | | | | | 8,625,000 | | | | $ | 863 | | | | $ | 24,137 | | | | $ | (19,500) | | | | $ | 5,500 | | | | | | | | 8,625,000 | | | | $ | 863 | | | | $ | 24,137 | | | | $ | (19,500) | | | | $ | 5,500 | | | ||||||||||||
Net Loss during the period | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||
Balance, June 30, 2021 (unaudited)(1) | | | | | | 8,625,000 | | | | $ | 863 | | | | $ | 24,137 | | | | $ | (19,500) | | | | $ | 5,500 | | | | | | | | 8,625,000 | | | | $ | 863 | | | | $ | 24,137 | | | | $ | (19,500) | | | | $ | 5,500 | | | ||||||||||||
Net Loss during the period | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||||
Balance, September 30, 2021 (unaudited)(1) | | | | | | 8,625,000 | | | | $ | 863 | | | | $ | 24,137 | | | | $ | (19,500) | | | | $ | 5,500 | | |
| | For the Period from March 2, 2021 (Inception) through | | | For the Period from March 2, 2021 (Inception) through | | ||||||||||||||||||||
| | June 30, 2021 | | March 9, 2021 | | | September 30, 2021 | | March 9, 2021 | | ||||||||||||||||
| | (unaudited) | | (audited) | | | (unaudited) | | (audited) | | ||||||||||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | ||||||||||||
Net loss | | | $ | (19,500) | | | | $ | (19,500) | | | | | $ | (19,500) | | | | $ | (19,500) | | | ||||
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | ||||||||
Other receivables | | | | (300) | | | | | — | | | |||||||||||||||
Accounts payable and accrued expenses | | | | 17,000 | | | | | 19,500 | | | | | | 17,000 | | | | | 19,500 | | | ||||
Net cash used in operating activities | | | | (2,800) | | | | | — | | | | | | (2,500) | | | | | — | | | ||||
Cash flows from financing activities: | | | | | ||||||||||||||||||||||
Proceeds from promissory note | | | | 155,590 | | | | | — | | | | | | 232,187 | | | | | — | | | ||||
Payment of offering costs | | | | (152,790) | | | | | — | | | | | | (229,387) | | | | | — | | | ||||
Net cash provided by financing activities | | | | 2,800 | | | | | — | | | | | | 2,800 | | | | | — | | | ||||
Net change in cash and restricted cash | | | | — | | | | | — | | | | | | 300 | | | | | — | | | ||||
Cash at beginning of period | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Cash at end of period | | | $ | — | | | | $ | — | | | | | $ | 300 | | | | $ | — | | | ||||
Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | | | | | ||||||||||||
Deferred offering costs included in accrued offering costs | | | $ | 381,631 | | | | $ | 63,291 | | | | | $ | 330,024 | | | | $ | 63,291 | | | ||||
Payment of deferred offering costs by Sponsor in exchange for issuance of Class B ordinary shares | | | $ | 25,000 | | | | $ | 25,000 | | | | | $ | 25,000 | | | | $ | 25,000 | | |
Underwriters | | | Number of units | | |||
Goldman Sachs & Co. LLC | | | | | | | |
Citigroup Global Markets, Inc. | | | | | | | |
Deutsche Bank Securities Inc. | | | | | | | |
Cantor Fitzgerald & Co. | | | | | | | |
Siebert Williams Shank & Co., LLC | | | | | | | |
Total | | | | | 30,000,000 | | |
| | | Paid by Reverence Acquisition Corp. | | |||||||||
| | | No Exercise | | | Full Exercise | | ||||||
Per Unit(1) | | | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 16,500,000 | | | | | $ | 18,975,000 | | |
| Audited Financial Statements for Reverence Acquisition Corp: | | | | | | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | |
| | | September 30, 2021 | | | March 9, 2021 | | ||||||
| | | (unaudited) | | | (audited) | | ||||||
Assets | | | | | | | | | |||||
Current assets: | | | | ||||||||||
Other receivables | | | | $ | 300 | | | | | $ | — | | |
Total current assets | | | | | 300 | | | | | | — | | |
Non-current assets: | | | | ||||||||||
Deferred offering costs | | | | | 584,411 | | | | | | 88,291 | | |
Total non-current assets | | | | | 584,411 | | | | | | 88,291 | | |
Total assets | | | | $ | 584,711 | | | | | $ | 88,291 | | |
Liabilities and shareholder’s equity (deficit) | | | | | | | | | |||||
Current liabilities: | | | | | | | | | |||||
Accounts payable and accrued expenses | | | | $ | 17,000 | | | | | $ | 19,500 | | |
Accrued offering costs | | | | | 330,024 | | | | | | 63,291 | | |
Promissory note — related party | | | | | 232,187 | | | | | | — | | |
Total current liabilities | | | | | 579,211 | | | | | | 82,791 | | |
Commitments and contingencies | | | | | | | | | |||||
Shareholder’s equity: | | | | | | | | | |||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding | | | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 8,625,000 shares issued and outstanding(1) | | | | | 863 | | | | | | 863 | | |
Additional paid-in capital | | | | | 24,137 | | | | | | 24,137 | | |
Accumulated deficit | | | | | (19,500) | | | | | | (19,500) | | |
Total shareholder’s equity | | | | | 5,500 | | | | | | 5,500 | | |
Total liabilities, and shareholder’s equity | | | | $ | 584,711 | | | | | $ | 88,291 | | |
| | | For the Period from March 2, 2021 (Inception) through | | |||||||||
| | | September 30, 2021 | | | March 9, 2021 | | ||||||
| | | (unaudited) | | | (audited) | | ||||||
Formation, general and administrative expenses | | | | $ | 19,500 | | | | | $ | 19,500 | | |
Net loss | | | | $ | (19,500) | | | | | $ | (19,500) | | |
Basic and diluted weighted average shares outstanding(1) | | | | | 7,500,000 | | | | | | 7,500,000 | | |
Basic and diluted net loss per share | | | | $ | (0.00) | | | | | $ | (0.00) | | |
| | | | | | Class B Ordinary Shares | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | | | No. of Shares | | | Amount | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholder’s Equity | | |||||||||||||||
Balance, March 2, 2021 (inception) | | | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common to Sponsor on March 2, 2021(1) | | | | | | | | 8,625,000 | | | | | | 863 | | | | | | 24,137 | | | | | | — | | | | | | 25,000 | | |
Net Loss during the period | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (19,500) | | | | | | (19,500) | | |
Balance, March 9, 2021 (audited)(1) | | | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (19,500) | | | | | $ | 5,500 | | |
Net Loss during the period | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance, June 30, 2021 (unaudited)(1) | | | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (19,500) | | | | | $ | 5,500 | | |
Net Loss during the period | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance, September 30, 2021 (unaudited)(1) | | | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (19,500) | | | | | $ | 5,500 | | |
| | | For the Period from March 2, 2021 (Inception) through | | |||||||||
| | | September 30, 2021 | | | March 9, 2021 | | ||||||
| | | (unaudited) | | | (audited) | | ||||||
Cash flows from operating activities: | | | | | | | | | |||||
Net loss | | | | $ | (19,500) | | | | | $ | (19,500) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | | | | 17,000 | | | | | | 19,500 | | |
Net cash used in operating activities | | | | | (2,500) | | | | | | — | | |
Cash flows from financing activities: | | | | ||||||||||
Proceeds from promissory note | | | | | 232,187 | | | | | | — | | |
Payment of offering costs | | | | | (229,387) | | | | | | — | | |
Net cash provided by financing activities | | | | | 2,800 | | | | | | — | | |
Net change in cash and restricted cash | | | | | 300 | | | | | | — | | |
Cash at beginning of period | | | | | — | | | | | | — | | |
Cash at end of period | | | | $ | 300 | | | | | $ | — | | |
Supplemental disclosure of non-cash financing activities: | | | | | | | | | |||||
Deferred offering costs included in accrued offering costs | | | | $ | 330,024 | | | | | $ | 63,291 | | |
Payment of deferred offering costs by Sponsor in exchange for issuance of Class B ordinary shares | | | | $ | 25,000 | | | | | $ | 25,000 | | |
Underwriters | | | Number of units | | |||
Goldman Sachs & Co. LLC | | | | | | | |
Citigroup Global Markets, Inc. | | | | | | | |
Deutsche Bank Securities Inc. | | | | | | | |
Cantor Fitzgerald & Co. | | | | | | | |
Siebert Williams Shank & Co., LLC | | | | | | | |
Total | | | | | 30,000,000 | | |
| | | Paid by Reverence Acquisition Corp. | | |||||||||
| | | No Exercise | | | Full Exercise | | ||||||
Per Unit(1) | | | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 16,500,000 | | | | | $ | 18,975,000 | | |
| Audited Financial Statements for Reverence Acquisition Corp: | | | | | | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | |
| | | September 30, 2021 | | | March 9, 2021 | | ||||||
| | | (unaudited) | | | (audited) | | ||||||
Assets | | | | | | | | | |||||
Current assets: | | | | ||||||||||
Other receivables | | | | $ | 300 | | | | | $ | — | | |
Total current assets | | | | | 300 | | | | | | — | | |
Non-current assets: | | | | ||||||||||
Deferred offering costs | | | | | 584,411 | | | | | | 88,291 | | |
Total non-current assets | | | | | 584,411 | | | | | | 88,291 | | |
Total assets | | | | $ | 584,711 | | | | | $ | 88,291 | | |
Liabilities and shareholder’s equity (deficit) | | | | | | | | | |||||
Current liabilities: | | | | | | | | | |||||
Accounts payable and accrued expenses | | | | $ | 17,000 | | | | | $ | 19,500 | | |
Accrued offering costs | | | | | 330,024 | | | | | | 63,291 | | |
Promissory note — related party | | | | | 232,187 | | | | | | — | | |
Total current liabilities | | | | | 579,211 | | | | | | 82,791 | | |
Commitments and contingencies | | | | | | | | | |||||
Shareholder’s equity: | | | | | | | | | |||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding | | | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 8,625,000 shares issued and outstanding(1) | | | | | 863 | | | | | | 863 | | |
Additional paid-in capital | | | | | 24,137 | | | | | | 24,137 | | |
Accumulated deficit | | | | | (19,500) | | | | | | (19,500) | | |
Total shareholder’s equity | | | | | 5,500 | | | | | | 5,500 | | |
Total liabilities, and shareholder’s equity | | | | $ | 584,711 | | | | | $ | 88,291 | | |
| | | For the Period from March 2, 2021 (Inception) through | | |||||||||
| | | September 30, 2021 | | | March 9, 2021 | | ||||||
| | | (unaudited) | | | (audited) | | ||||||
Formation, general and administrative expenses | | | | $ | 19,500 | | | | | $ | 19,500 | | |
Net loss | | | | $ | (19,500) | | | | | $ | (19,500) | | |
Basic and diluted weighted average shares outstanding(1) | | | | | 7,500,000 | | | | | | 7,500,000 | | |
Basic and diluted net loss per share | | | | $ | (0.00) | | | | | $ | (0.00) | | |
| | | | | | Class B Ordinary Shares | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | | | No. of Shares | | | Amount | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholder’s Equity | | |||||||||||||||
Balance, March 2, 2021 (inception) | | | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common to Sponsor on March 2, 2021(1) | | | | | | | | 8,625,000 | | | | | | 863 | | | | | | 24,137 | | | | | | — | | | | | | 25,000 | | |
Net Loss during the period | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (19,500) | | | | | | (19,500) | | |
Balance, March 9, 2021 (audited)(1) | | | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (19,500) | | | | | $ | 5,500 | | |
Net Loss during the period | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance, June 30, 2021 (unaudited)(1) | | | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (19,500) | | | | | $ | 5,500 | | |
Net Loss during the period | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance, September 30, 2021 (unaudited)(1) | | | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (19,500) | | | | | $ | 5,500 | | |
| | | For the Period from March 2, 2021 (Inception) through | | |||||||||
| | | September 30, 2021 | | | March 9, 2021 | | ||||||
| | | (unaudited) | | | (audited) | | ||||||
Cash flows from operating activities: | | | | | | | | | |||||
Net loss | | | | $ | (19,500) | | | | | $ | (19,500) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | | | | 17,000 | | | | | | 19,500 | | |
Net cash used in operating activities | | | | | (2,500) | | | | | | — | | |
Cash flows from financing activities: | | | | ||||||||||
Proceeds from promissory note | | | | | 232,187 | | | | | | — | | |
Payment of offering costs | | | | | (229,387) | | | | | | — | | |
Net cash provided by financing activities | | | | | 2,800 | | | | | | — | | |
Net change in cash and restricted cash | | | | | 300 | | | | | | — | | |
Cash at beginning of period | | | | | — | | | | | | — | | |
Cash at end of period | | | | $ | 300 | | | | | $ | — | | |
Supplemental disclosure of non-cash financing activities: | | | | | | | | | |||||
Deferred offering costs included in accrued offering costs | | | | $ | 330,024 | | | | | $ | 63,291 | | |
Payment of deferred offering costs by Sponsor in exchange for issuance of Class B ordinary shares | | | | $ | 25,000 | | | | | $ | 25,000 | | |
| SEC expenses | | | | $ | 37,640 | | |
| FINRA expenses | | | | | 52,250 | | |
| Accounting fees and expenses | | | | | 50,000 | | |
| Printing and engraving expenses | | | | | 35,000 | | |
| Travel and road show expenses | | | | | 10,000 | | |
| Legal fees and expenses | | | | | 450,000 | | |
| NYSE listing and filing fees | | | | | 85,000 | | |
| Director and officer liability insurance premiums(1) | | | | | 1,700,000 | | |
| Miscellaneous | | | | | 80,110 | | |
| Total | | | | $ | 2,500,000 | | |
| Name | | | Position | | | Date | |
| /s/ Milton Berlinski Milton Berlinski | | | Chairman and Chief Executive Officer (Principal Executive Officer) | | | | |
| /s/ David Sloane David Sloane | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | | |
| * Alexander Chulack | | | Director | | | | |
| * Karin Hirtler-Garvey | | | Director | | | | |
| * Ronald Hynes | | | Director | | | | |
| * Jonathan Ziglar | | | Director | | | |
| * /s/ Milton Berlinski Milton Berlinski Attorney-in-Fact | | | | | | | |