Exhibit 99.1
Motive Capital Corp II
Page | ||
Unaudited Pro Forma Balance Sheet | F-2 | |
Notes to Unaudited Pro Forma Balance Sheet | F-3 |
F-1
MOTIVE CAPITAL CORP II | ||||||||||
PRO FORMA BALANCE SHEET | ||||||||||
Actuals as of December 09, 2021 | Pro Forma Adjustment (Unaudited) | As Adjusted (Unaudited) | ||||||||
ASSETS | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | $ | 3,786,333 | $ | - | $ | 3,786,333 | ||||
Prepaid expenses | 794,848 | - | 794,848 | |||||||
Total current assets | 4,581,184 | - | 4,581,184 | |||||||
Cash held in trust account | 306,000,000 | 42,201,929 | (1)(2)(4) | 348,201,929 | ||||||
Other assets | 696,262 | - | 696,262 | |||||||
Total Assets | 311,277,443 | 42,201,929 | 353,479,372 | |||||||
LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||||||||
Current liabilities: | ||||||||||
Accounts payable | $ | 1,519,410 | $ | - | $ | 1,519,410 | ||||
Promissory note - related party | 119,408 | - | 119,408 | |||||||
Overallotment liability | 227,559 | (227,559 | )(7) | - | ||||||
Accrued expenses | 482,500 | - | 482,500 | |||||||
Total current liabilities | 2,348,877 | (227,559 | ) | 2,121,318 | ||||||
Deferred underwriting fees payable | 10,500,000 | 1,448,105 | (3) | 11,948,105 | ||||||
Total liabilities | 12,848,877 | 1,220,546 | 14,069,423 | |||||||
Commitments and Contingencies | ||||||||||
Class A ordinary shares subject to possible redemption, 30,000,000 and 34,137,444 shares at $10.20 per share, actual and as adjusted | 306,000,000 | 42,201,929 | (1)(2)(3)(6) | 348,201,929 | ||||||
Shareholders' Deficit: | - | |||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | - | - | - | |||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 30,000,000 and 34,137,444 shares subject to possible redemption, actual and as adjusted) | - | - | - | |||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 and 8,534,361 shares issued and outstanding, actual and as adjusted | 863 | (10 | )(5) | 853 | ||||||
Additional paid-in capital | - | - | - | |||||||
Accumulated deficit | (7,572,297 | ) | (1,220,536 | )(6)(7) | (8,792,833 | ) | ||||
Total shareholders' deficit | (7,571,434 | ) | (1,220,546 | ) | (8,791,980 | ) | ||||
Total Liabilities and Shareholders' Deficit | $ | 311,277,443 | $ | 42,201,929 | $ | 353,479,372 |
The accompanying notes are an integral part of this financial statement.
F-2
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Motive Capital Corp. II (the “Company”) as of December 9, 2021, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on December 16, 2021 as described below.
On December 9, 2021, the Company consummated an initial public offering (the “IPO”) of 30,000,000 units (the “Units”). Each Unit consists of one share of Class A ordinary shares, and one-third of one redeemable warrant (each, a "Public Warrant"). Each whole Public Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments (the “Option”), if any. On December 9, 2021, simultaneously with the consummation of the IPO, the Company completed the private sale (“the Private Placement”) of 10,666,667 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, Motive Capital Funds Sponsor II, LLC (the “Sponsor”) generating gross proceeds to the Company of $16,000,000.
On December 16, 2021, the Company consummated the closing of the Option, pursuant to which the Underwriters purchased an additional 4,137,444 Units (the “Over-Allotment Units”), generating gross proceeds of $41,374,440 and incurring additional offering costs of approximately $3,103,083, of which approximately $1,448,105 was for deferred underwriting fees.
On December 16, 2021, in connection with the sale of Over-Allotment Units, the Company completed the sale of an additional 1,103,318 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $1,654,978. On December 16, 2021, in connection with the sale of Over-Allotment Units, the Sponsor surrendered 90,639 Class B ordinary shares, par value $0.001 per share.
As a result of the closing of the Option, an additional $42,201,929, net of $827,489 underwriter fees paid at closing, including $1,448,105 of the underwriters' deferred discount, was funded into the U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee.
Transaction accounting adjustments to reflect the exercise of the underwriters’ over-allotment option and the sale of the private placement warrants described above are as follows:
F-3
Pro Forma Entry | Debit | Credit | |||||||
(1) | Cash held in trust account | $ | 41,374,440 | ||||||
Class A ordinary shares subject to possible redemption | $ | 41,374,440 | |||||||
To record the sale of Underwriters’ over-allotment shares: 4,137,444 at $10.00/unit; par value of $0.0001 | |||||||||
(2) | Class A ordinary shares subject to possible redemption | $ | 827,489 | ||||||
Cash held in trust account | $ | 827,489 | |||||||
To record upfront underwriting commissions (2.0% of $41,374,440 in proceeds) | |||||||||
(3) | Class A ordinary shares subject to possible redemption | $ | 1,448,105 | ||||||
Deferred underwriting fees payable | $ | 1,448,105 | |||||||
To record Deferred Underwriting Commissions (3.5% of $41,374,440 in proceeds) | |||||||||
(4) | Cash held in trust account | $ | 1,654,978 | ||||||
Additional paid-in capital | $ | 1,654,978 | |||||||
To record the sale of Private Placement Warrants (1,103,319 at $1.50/warrant) | |||||||||
(5) | Class B ordinary shares | $ | 10 | ||||||
Additional paid-in capital | $ | 10 | |||||||
To record the forfeiture of Class B ordinary shares due to partial exercise of the Option | |||||||||
(6) | Additional paid-in capital | $ | 1,654,988 | ||||||
Accumulated deficit | $ | 1,448,095 | |||||||
Class A ordinary shares subject to possible redemption | $ | 3,103,083 | |||||||
To record the accretion of offering cost and overfunding of Trust Account into additional paid-in capital and accumulated deficit | |||||||||
(7) | Overallotment liability | 227,559 | |||||||
Accumulated deficit | 227,559 | ||||||||
To record the extinguishment of the overallotment liability |
F-4