ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
(Address of principal executive offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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16 |
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49 |
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49 |
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49 |
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57 |
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67 |
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73 |
• |
“amended and restated memorandum and articles of association” is to the amended and restated memorandum and articles of association of the Company, adopted and filed on September 11, 2020; |
• |
“Companies Act” is to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; |
• |
“founder shares” is to our Class B ordinary shares initially issued to our Sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
• |
“management” or our “management team” are to our executive officers and directors; |
• |
“ordinary shares” is to our Class A ordinary shares and our Class B ordinary shares; |
• |
“private placement warrants” is to the warrants issued to our Sponsor in a private placement simultaneously with the closing of our initial public offering and to be issued upon conversion of working capital loans, if any; |
• |
“public shares” is to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or are purchased thereafter in the open market); |
• |
“public shareholders” is to the holders of our public shares, including our Sponsor and management team to the extent our Sponsor and/or members of our management team purchase public shares, provided that our Sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• |
“Sponsor” is to ACON S2 Sponsor, L.L.C., a Delaware limited liability company; and |
• |
“we,” “us,” “our,” “Company” or “our Company” are to ACON S2 Acquisition Corp., a Cayman Islands exempted company. |
• |
our being a company with no operating history and no revenue; |
• |
our ability to select an appropriate target business or businesses; |
• |
our ability to complete our initial business combination; |
• |
our expectations around the performance of a prospective target business or businesses; |
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• |
our potential ability to obtain additional financing to complete our initial business combination; |
• |
our pool of prospective target businesses; |
• |
our ability to consummate an initial business combination due to the continued uncertainty resulting from the COVID-19 pandemic; |
• |
the ability of our officers and directors to generate a number of potential investment opportunities; |
• |
our public securities’ potential liquidity and trading; |
• |
the lack of a market for our securities; |
• |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• |
the trust account not being subject to claims of third parties; |
• |
our financial performance following our initial public offering; or |
• |
other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report. |
• | Proven Track Record of Sustainability. |
• | Middle-Market Businesses. |
• | Established Companies with Proven Track Records at Inflection Points. add-on acquisitions. |
• | Significant Potential for Revenue and Earnings Growth. add-on acquisitions, new product markets and geographies, increased production capacity and increased operating leverage. |
• | Unrecognized Value. |
• | A Strong Competitive Position. |
• | An Experienced Management Team. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding; |
• | Any of our directors, officers or substantial shareholders (as defined by NASDAQ rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the Company at a disadvantage in the transaction or result in other additional burdens on the Company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the Company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers, including the impact of ongoing trade wars between the United States and foreign countries; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks, natural disasters and wars; and |
• | deterioration of political relations with the United States. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of the NASDAQ; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | director nominations be made, or recommended to the full board, by our independent directors or by a nominating committee that is composed entirely of independent directors with a written charter or resolution addressing the committee” purpose and responsibilities. |
Name |
Age |
Position | ||||
Adam Kriger |
54 | Chief Executive Officer and Director | ||||
John Roush |
55 | Chief Financial Officer, Chairman and Director | ||||
Jonathan Ginns |
56 | Director | ||||
Daniel Jinich |
55 | Director | ||||
Sarah Kirshbaum Levy |
50 | Director | ||||
Ryan Shadrick Wilson |
44 | Director | ||||
Janie Goddard. |
49 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our President’s, Chief Financial Officer’s and Chief Operating Officer’s, evaluating our President’s, Chief Financial Officer’s and Chief Operating Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Operating Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and/or annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement, to the extent required; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the Company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the Company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Adam Kriger | ACON Investments, L.L.C. | Investments | Executive Partner | |||
Borden Dairy (n/k/a BDC Inc.) | Former Dairy Producer | Director | ||||
Funko, Inc. (NASDAQ: FNKO) | Pop Culture Collectibles | Director | ||||
RMH Franchise Investments, L.L.C. | Restaurant Franchisee | Director | ||||
Novipax | Food Packaging | Member of the Board of Directors | ||||
Lurie Children’s Hospital (Chicago, IL) | Hospital | Director | ||||
Daniel Jinich | ACON Investments, L.L.C. and related entities | Investments | Managing Partner | |||
Injured Workers Pharmacy, LLC | Workers’ Compensation Pharmacy | Chairman of the Board of Directors | ||||
Biomatrix | Specialty Pharmacy | Director | ||||
RMH Franchise Investments, L.L.C. | Restaurant Franchisee | Director | ||||
YPO Gold (U.S. Capital Chapter) | Global Business Leadership Community | Member | ||||
Bridges Public Charter School | Public School | Trustee and Finance Committee Chair | ||||
Jonathan Ginns | ACON Investments, L.L.C. and related entities | Investments | Founding and Managing Partner | |||
Sequitur Energy Resources, LLC | Energy | Director | ||||
John Roush | LeMaitre Vascular Inc. (NASDAQ: LMAT) | Medical Device Manufacturing | Director | |||
Advanced Energy Industries, Inc. (NASDAQ: AEIS) | Industrial Manufacturing | Director | ||||
Applied LifeSciences & Systems | Life Sciences Manufacturing | Director | ||||
International Imaging Materials (IIMAK) | Manufacturing | Chairman of the Board | ||||
Novipax | Food Packaging | Member of the Board of Directors | ||||
Pine Environmental Services LLC | Environmental Services | Director | ||||
ACON Investments, L.L.C. and related entities | Investments | Executive Advisor (consultant) | ||||
Sarah Kirshbaum Levy | Funko, Inc. (NASDAQ: FNKO) | Pop Culture Collectibles | Director | |||
Lucius N. Littauer Foundation | Philanthropic Foundation | Director | ||||
Betterment LLC | Financial Services | Chief Executive Officer | ||||
Ryan Shadrick Wilson | Territory Foods, Inc. | Food Tech Company | Chairperson | |||
Brightseed, Inc. | Food Tech Company | Advisor | ||||
Treasure8 | Food Tech Company | Advisor | ||||
Milken Institute | NonProfit Think Tank | Advisor | ||||
ReFED | Food Tech Company | Advisor | ||||
Feeding America | NonProfit Food Organization | Advisor | ||||
Boardwalk Collective | Advisory Organization | Founder | ||||
Betterer Foods Inc. | Food Tech Company | Advisor | ||||
Janie Goddard | Halma, PLC (LSE: HLMA) | Manufacturer of Safety, Process, Medical and Environmental Solutions | Divisional Chief Executive within the Medical & Environmental Sector |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our Sponsor subscribed for founder shares and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering. |
• | Our Sponsor and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) 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 have not consummated an initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. The private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors owns ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our Sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our executive officers and directors that beneficially owns ordinary shares; and |
• | all our executive officers and directors as a group. |
Class B ordinary shares |
Class A ordinary shares |
|||||||||||||||||||
Name of Beneficial Owners (1) |
Number of Shares Beneficially Owned (2) |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Voting Control |
|||||||||||||||
ACON S2 Sponsor, L.L.C. (our Sponsor) (3) |
6,100,000 | (4) |
97.9 | % | — | — | 19.5 | % | ||||||||||||
Adam Kriger |
— | — | — | — | — | |||||||||||||||
John Roush |
— | — | — | — | — | |||||||||||||||
Jonathan Ginns |
— | — | — | — | — | |||||||||||||||
Daniel Jinich |
— | — | — | — | — | |||||||||||||||
Sarah Kirshbaum Levy |
50,000 | * | — | — | * | |||||||||||||||
Ryan Shadrick Wilson |
50,000 | * | — | — | * | |||||||||||||||
Janie Goddard |
50,000 | * | — | — | * | |||||||||||||||
Our Sponsor, officers and directors as a group |
6,250,000 | 100 | % | — | — | 20.0 | % | |||||||||||||
Weiss Asset Management LP (5) |
— | — | 2,000,000 | 8.0 | % | 6.4 | % | |||||||||||||
Glazer Capital, LLC (6) |
— | — | 2,113,988 | 8.5 | % | 6.8 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is 1133 Connecticut Avenue, NW, Suite 700, Washington, DC 20036. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof. |
(3) | Represents 6,100,000 shares directly held by ACON S2 Sponsor, L.L.C (“Sponsor”). Sponsor is controlled by ACON Investment Holdings, LLC (“Holdings”). The members of Holdings are Bernard Aronson, Kenneth Brotman and Jonathan Ginns. |
(4) | Excludes up to 937,500 founder shares that was surrendered to the Company for no consideration by our Sponsor upon the expiry of the Underwriters’ over-allotment option on October 31, 2020. |
(5) | Represents shares beneficially owned by a private investment partnership (the “Partnership”) of which BIP GP LLC (“BIP GP”) is the sole general partner. Weiss Asset Management LP (“WAM LP”) is the sole investment manager to the Partnership. WAM GP LLC (“WAM GP”) is the sole general partner of WAM LP. Andrew Weiss is the managing member of WAM GP and BIP GP. Shares reported for WAM GP, Andrew Weiss and WAM LP include shares beneficially owned by the Partnership and by BIP GP. BIP GP, WAM LP, WAM GP, and Andrew Weiss have a business address of 222 Berkeley Street, 16th Floor, Boston, Massachusetts 02116. |
(6) | Represents ownership of shares reported by Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”), held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the “Glazer Funds”). Mr. Paul J. Glazer serves as the Managing Member of Glazer Capital, with respect to the shares held by the Glazer Funds. The address of the business office of Glazer Capital and Mr. Paul J. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019. |
(a) | The following documents are filed as part of this Annual Report: |
(1) | Financial Statements |
(2) | Exhibits |
* | Filed herewith |
** | Furnished herewith |
(1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on September 22, 2020. |
(2) | Incorporated by reference to the registrant’s Annual Report on Form 10-K/A, filed with the SEC on May 24, 2021. |
ESS TECH, INC. | ||
By: |
/s/ Eric P. Dresselhuys |
Name: | Eric P. Dresselhuys | |
Title: | Chief Executive Officer |
Page No. |
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F-2 | ||||
Financial Statements: |
||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
Assets |
||||
Current assets: |
||||
Cash |
$ | |||
Prepaid expenses |
||||
Total current assets |
||||
Other assets |
||||
Investments held in Trust Account |
||||
Total Assets |
$ |
|||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
||||
Current liabilities: |
||||
Accrued expenses |
$ | |||
Accrued expenses - related party |
||||
Total current Liabilities |
||||
Deferred underwriting commissions |
||||
Derivative warrant liabilities |
||||
Total Liabilities |
||||
Commitments and Contingencies |
||||
Class A ordinary shares; |
||||
Shareholders’ Deficit: |
||||
Preference shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total Shareholders’ Deficit |
( |
) | ||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
|||
General and administrative expenses |
$ | |||
Loss from operations |
( |
) | ||
Other income (loss) |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Financing costs – derivative warrant liabilities |
( |
) | ||
Gain on marketable securities (net) and dividends held in Trust Account |
||||
Total other loss |
( |
) | ||
Net loss |
$ | ( |
) | |
Weighted average Class A ordinary shares subject to redemption, basic and diluted |
||||
Basic and diluted net income per share, Class A ordinary shares |
$ | ( |
) | |
Weighted average Class B ordinary shares outstanding, basic and diluted |
||||
Basic and diluted net loss per share, Class B ordinary shares |
$ | ( |
) | |
Ordinary Shares |
Additional |
Total |
||||||||||||||||||||||||||
Class A |
Class B |
Paid-in |
Accumulated |
Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance - July 21, 2020 (inception) |
$ | $ | $ | $ | $ |
|||||||||||||||||||||||
Issuance of ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Forfeiture of Class B ordinary shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - December 31, 2020 |
$ | $ |
$ | $ |
( |
) |
$ | ( |
) | |||||||||||||||||||
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares |
||||
Gain on marketable securities,(net) and dividends held in Trust Account |
( |
) | ||
Change in fair value of derivative warrant liabilities |
||||
Financing costs – derivative warrant liabilities |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses and other assets |
( |
) | ||
Accrued expenses |
||||
Accrued expenses - related party |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities: |
||||
Cash deposited in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds from note payable to related party |
||||
Repayment of note payable to related party |
( |
) | ||
Proceeds received from initial public offering, gross |
||||
Proceeds received from private placement |
||||
Offering costs paid |
( |
) | ||
Net cash provided by financing activities |
||||
Net increase in cash |
||||
Cash - beginning of the period |
||||
Cash - ending of the period |
$ |
|||
Supplemental disclosure of noncash investing and financing activities: |
||||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Offering costs included in note payable - related party |
$ | |||
Deferred underwriting commissions |
$ | |||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption |
$ | |||
Forfeiture of Class B ordinary shares |
$ |
• |
the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable (Amendment No. 1); and |
• |
the misapplication of accounting guidance related to the Company’s Public Shares in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. (Amendment No. 2). |
As of December 31, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Balance Sheet |
||||||||||||
Total assets |
$ |
$ |
— |
$ |
||||||||
|
|
|
|
|
|
|||||||
Liabilities and shareholders’ equity |
||||||||||||
Total current liabilities |
$ |
$ |
— |
$ |
||||||||
Deferred underwriting commissions |
— |
|||||||||||
Derivative warrant liabilities |
— |
|||||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
||||||||||||
Class A ordinary share, $ |
( |
) |
||||||||||
Shareholders’ equity |
||||||||||||
Preference shares—$ |
||||||||||||
Class A ordinary shares—$ |
||||||||||||
Class B ordinary shares—$ |
— |
|||||||||||
Additional paid-in-capital |
||||||||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Total shareholders’ equity |
— |
|||||||||||
|
|
|
|
|
|
|||||||
Total liabilities and shareholders’ equity |
$ |
$ |
— |
$ |
||||||||
|
|
|
|
|
|
Period From July 21, 2020 (Inception) Through December 31, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Statement of Operations |
||||||||||||
Loss from operations |
$ |
( |
) |
$ |
— |
$ |
( |
) | ||||
Other (expense) income: |
||||||||||||
Change in fair value of derivative warrant liabilities |
— |
( |
) |
( |
) | |||||||
Financing costs—derivative warrant liabilities |
— |
( |
) |
( |
) | |||||||
Gain on marketable securities (net), and dividends held in Trust Account |
— |
|||||||||||
|
|
|
|
|
|
|||||||
Total other (expense) income |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|||||||
Net loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
|
|
|
|
|
|
|||||||
Basic and Diluted weighted-average Class A ordinary share outstanding |
||||||||||||
|
|
|
|
|||||||||
Basic and Diluted net income per Class A ordinary shares |
$ |
$ |
— |
|||||||||
|
|
|
|
|||||||||
Basic and Diluted weighted-average Class B ordinary share outstanding |
||||||||||||
|
|
|
|
|||||||||
Basic and Diluted net loss per Class B ordinary shares |
$ |
( |
) |
$ |
( |
) | ||||||
|
|
|
|
Period From July 21, 2020 (Inception) Through December 31, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Statement of Cash Flows |
||||||||||||
Net loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Adjustments to reconcile net loss to net cash used in operating activities |
||||||||||||
Net cash used in operating activities |
( |
) |
— |
( |
) | |||||||
Net cash used in investing activities |
( |
) |
— |
( |
) | |||||||
Net cash provided by financing activities |
— |
|||||||||||
Net change in cash |
$ |
$ |
— |
$ |
||||||||
|
|
|
|
|
|
As of September 30, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Unaudited Condensed Balance Sheet |
||||||||||||
Total assets |
$ |
$ |
— |
$ |
||||||||
|
|
|
|
|
|
|||||||
Liabilities and shareholders’ equity |
||||||||||||
Total current liabilities |
$ |
$ |
— |
$ |
||||||||
Deferred underwriting commissions |
— |
|||||||||||
Derivative warrant liabilities |
— |
|||||||||||
Total liabilities |
||||||||||||
Class A ordinary share, $ |
( |
) |
||||||||||
Shareholders’ equity |
||||||||||||
Preference shares—$ |
||||||||||||
Class A ordinary shares—$ |
||||||||||||
Class B ordinary shares—$ |
— |
|||||||||||
Additional paid-in-capital |
||||||||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Total shareholders’ equity |
— |
|||||||||||
|
|
|
|
|
|
|||||||
Total liabilities and shareholders’ equity |
$ |
$ |
— |
$ |
||||||||
|
|
|
|
|
|
Period From July 21, 2020 (Inception) Through September 30, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Unaudited Condensed Statement of Operations |
||||||||||||
Loss from operations |
$ |
( |
) |
$ |
— |
$ |
( |
) | ||||
Other (expense) income: |
||||||||||||
Change in fair value of derivative warrant liabilities |
— |
— |
— |
|||||||||
Financing costs—derivative warrant liabilities |
— |
( |
) |
( |
) | |||||||
Total other (expense) income |
— |
( |
) |
( |
) | |||||||
Net loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
|
|
|
|
|
|
|||||||
Basic and Diluted weighted-average Class A ordinary share outstanding |
— |
|||||||||||
|
|
|
|
|||||||||
Basic and Diluted net income per Class A ordinary shares |
$ |
— |
$ |
— |
||||||||
|
|
|
|
|||||||||
Basic and Diluted weighted-average Class B ordinary share outstanding |
||||||||||||
|
|
|
|
|||||||||
Basic and Diluted net loss per Class B ordinary shares |
$ |
( |
) |
$ |
( |
) | ||||||
|
|
|
|
Period From July 21, 2020 (Inception) Through September 30, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Unaudited Condensed Statement of Cash Flows |
||||||||||||
Net loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Adjustment to reconcile net loss to net cash used in operating activities |
||||||||||||
Net cash used in operating activities |
( |
) |
— |
( |
) | |||||||
Net cash used in investing activities |
( |
) |
— |
( |
) | |||||||
Net cash provided by financing activities |
— |
|||||||||||
|
|
|
|
|
|
|||||||
Net change in cash |
$ |
$ |
— |
$ |
||||||||
|
|
|
|
|
|
As of September 21, 2020 |
||||||||||||
As Reported, |
||||||||||||
As Restated |
Adjustment |
As Restated |
||||||||||
Balance Sheet |
||||||||||||
Total assets |
$ |
$ |
— |
$ |
||||||||
Total liabilities |
$ |
$ |
— |
$ |
||||||||
Class A ordinary shares subject to possible redemption |
||||||||||||
Preference shares |
— |
— |
||||||||||
Class A ordinary shares |
( |
) |
— |
|||||||||
Class B ordinary shares |
— |
|||||||||||
Additional paid-in capital |
( |
) |
— |
|||||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
Total shareholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Ordinary Shares Subject to Possible |
||||||||||||
Redemption and Shareholders’ Equity (Deficit) |
$ |
$ |
— |
$ |
As of December 31, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Balance Sheet |
||||||||||||
Total assets |
$ | $ | — | $ | ||||||||
Total liabilities |
— | |||||||||||
Class A ordinary shares subject to possible redemption |
||||||||||||
Shareholders’ equity |
||||||||||||
Preference shares - $ |
— | — | — | |||||||||
Class A ordinary shares - $ |
( |
) | — | |||||||||
Class B ordinary shares - $ |
— | |||||||||||
Additional paid-in-capital |
( |
) | — | |||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
Total shareholders’ equity |
( |
) | ( |
) | ||||||||
Total liabilities and shareholders’ equity |
$ | $ | — | $ | ||||||||
Period From July 21, 2020 (Inception) Through December 31, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Statement of Operations |
||||||||||||
Earnings (loss) allocable to ordinary shares subject to possible redemption |
$ |
( |
) |
$ |
( |
) | ||||||
Basic and Diluted weighted-average Class A ordinary share outstanding |
( |
) |
||||||||||
Basic and Diluted net income per Class A ordinary shares |
$ |
( |
) |
$ |
( |
) | ||||||
Loss allocable to non-redeemable ordinary shares |
$ |
( |
) |
$ |
( |
) | ||||||
Basic and Diluted weighted-average Class B ordinary share outstanding |
( |
) |
||||||||||
Basic and Diluted net loss per Class B ordinary shares |
$ |
( |
) |
$ |
( |
) | ||||||
Period From July 21, 2020 (Inception) Through December 31, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Statement of Shareholders’ Deficit |
||||||||||||
Sale of units in initial public offering, gross |
$ | $ | ( |
) | $ | — | ||||||
Offering costs |
( |
) | — | |||||||||
Remeasurement of Class A ordinary shares subject to possible redemption |
— | ( |
) | ( |
) | |||||||
Shares subject to possible redemption |
( |
) | — |
As of September 30, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Unaudited Condensed Balance Sheet |
||||||||||||
Total assets |
$ | $ | — | $ | ||||||||
Total liabilities |
— | |||||||||||
Class A ordinary share, $ |
||||||||||||
Shareholders’ equity |
||||||||||||
Preference shares - $ |
— | — | — | |||||||||
Class A ordinary shares - $ |
( |
) | — | |||||||||
Class B ordinary shares - $ |
— | |||||||||||
Additional paid-in-capital |
( |
) | — | |||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
Total shareholders’ equity |
( |
) | ( |
) | ||||||||
Total liabilities and shareholders’ equity |
$ | $ | — | $ | ||||||||
Period From July 21, 2020 (Inception) Through September 30, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Unaudited Statement of Operations |
||||||||||||
Earnings (loss) allocable to ordinary shares subject to possible redemption |
$ |
— |
( |
) |
$ |
( |
) | |||||
Basic and Diluted weighted-average Class A ordinary share outstanding |
( |
) |
||||||||||
Basic and Diluted net income (loss) per Class A ordinary shares |
$ |
— |
( |
) |
$ |
( |
) | |||||
Loss allocable to non-redeemable ordinary shares |
$ |
( |
) |
$ |
( |
) | ||||||
Basic and Diluted weighted-average Class B ordinary share outstanding |
( |
) |
||||||||||
Basic and Diluted net loss per Class B ordinary shares |
$ |
( |
) |
$ |
( |
) | ||||||
Period From July 21, 2020 (Inception) Through September 30, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Statement of Shareholders’ Deficit |
||||||||||||
Sale of units in initial public offering, gross |
$ | $ | ( |
) | $ | — | ||||||
Offering costs |
( |
) | — | |||||||||
Remeasurement of Class A ordinary shares subject to possible redemption |
— | ( |
) | ( |
) | |||||||
Shares subject to possible redemption |
( |
) | — |
• |
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the period from July 21, 2020 |
||||||||
(inception) through December 31, 2020 |
||||||||
Class A |
Class B |
|||||||
(restated) |
||||||||
Basic and diluted net loss per common share: |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
||||||||
Basic and diluted weighted average common shares outstanding |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per common share |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Gross Proceeds |
$ | |||
Less: |
||||
Offering costs allocated to Class A shares subject to possible redemption |
( |
) | ||
Proceeds allocated to Public Warrants at issuance |
( |
) | ||
Plus: |
||||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption |
||||
|
|
|||
Class A ordinary shares subject to possible redemption |
$ |
|||
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ a period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $ provided |
• | if, and only if, the closing price of Class A ordinary shares equals or exceeds $ the period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any a period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ |
Quoted Prices in Active Markets |
Significant Other Observable Inputs |
Significant Other Unobservable Inputs |
||||||||||
Description |
(Level 1) |
(Level 2) |
(Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities – Public Warrants |
$ | $ | — | $ | — | |||||||
Derivative warrant liabilities – Private Warrants |
$ | — | $ |
— |
$ |
As of September 21, 2020 |
As of September 30, 2020 |
As of December 31, 2020 |
||||||||||
Stock price |
$ | $ | $ | |||||||||
Volatility |
% | % | % | |||||||||
Expected life of the options to convert |
||||||||||||
Risk-free rate |
% | % | % | |||||||||
Dividend yield |
% | % | % | |||||||||
Probability of merger |
% | % | % |
Public Warrants |
Private Warrants |
Total |
||||||||||
Derivative warrant liabilities at July 3, 2020 (inception) |
$ | $ | $ | |||||||||
Issuance of Warrants |
||||||||||||
Change in fair value of derivative warrant liabilities |
||||||||||||
Transfer of Public Warrants to level 1 |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Derivative warrant liabilities at December 31, 2020 |
$ | $ | $ | |||||||||
|
|
|
|
|
|