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(State or other jurisdiction of incorporation or organization) |
I.R.S. Employer Identification Number) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||||||
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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June 30, 2021 |
December 31, 2020 | |||||||
(Unaudited) | (Audited) | |||||||
Assets |
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Current Assets: |
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Cash and cash equivalents |
$ | $ | ||||||
Prepaid expenses |
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Dividends receivable from operating account |
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Total Current Assets |
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Cash and marketable securities held in Trust Account |
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Dividend receivable from Trust Account |
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Total Assets |
$ |
$ |
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Liabilities and Stockholders’ Equity / (Deficit) |
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Current Liabilities: |
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Accrued expenses |
$ | $ | ||||||
Accrued offering costs |
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Income taxes payable |
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Total Current Liabilities |
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Forward Purchase Agreement liabilities |
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Outstanding Warrant liabilities |
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Deferred underwriting fees payable |
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Total Liabilities |
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Commitments |
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Class A Common Stock, $ |
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Stockholders’ Equity / (Deficit) |
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Preferred stock, $ |
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Class A Common Stock, $ |
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Class B Common Stock, $ |
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Additional paid-in capital |
||||||||
Accumulated deficit |
( |
( |
) | |||||
Total Stockholders’ Equity / (Deficit) |
( |
( |
) | |||||
Total Liabilities and Stockholders’ Equity / (Deficit) |
$ |
$ |
||||||
For the Three Months Ended June 30, 2021 |
For the Six Months Ended June 30, 2021 |
For the Period From May 4, 2020 (Inception) Through June 30, 2020 |
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Interest and dividends earned in operating account |
$ | $ | |
$ |
– |
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Legal fees |
( |
) | ( |
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|
– |
| |||||
Advisory fees |
( |
) | ( |
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|
– |
| |||||
Insurance expense |
( |
) | ( |
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|
– |
| |||||
Franchise tax expense |
( |
) | ( |
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|
– |
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Research expense |
( |
) | ( |
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|
– |
| |||||
Other expenses |
( |
) | ( |
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( |
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Loss from operations |
( |
) |
( |
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( |
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Dividends earned on marketable securities held in Trust Account |
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– |
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Realized gains on marketable securities held in Trust Account |
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– |
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Change in unrealized gains on marketable securities held in Trust Account |
( |
( |
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– |
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Income earned in Trust Account |
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– |
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– |
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Change in fair value of Forward Purchase Agreement liabilities |
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– |
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Change in fair value of Outstanding Warrant liabilities |
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– |
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Other income |
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– |
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Income/(loss) before provision for income taxes |
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( |
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Income tax provision |
( |
( |
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– |
| ||||||
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Net income/(loss) |
$ |
$ |
|
$ |
( |
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Basic weighted-average shares outstanding, Class A Common Stock subject to possible redemption |
|
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– |
| ||||||||
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|
|
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|
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Basic net income per share, Class A Common Stock subject to possible redemption |
$ | $ | |
$ |
– |
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Diluted weighted-average shares outstanding, Class A Common Stock subject to possible redemption |
|
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– |
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Diluted net income per share, Class A Common Stock subject to possible redemption |
$ | $ | |
$ |
– |
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Basic and diluted weighted-average shares outstanding, Non-redeemable Class B Common Stock |
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|
|
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|
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|
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Basic net income/(loss) per share, Non-redeemable Class B Common Stock |
$ | $ | |
$ |
( |
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|
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|
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Diluted net income/(loss) per share, Non-redeemable Class B Common Stock |
$ | $ | |
$ |
( |
| ||||||
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For the Three and Six Months Ended June 30, 2021 |
||||||||||||||||||||||||||||||||||||
Common Stock |
Additional |
Total | ||||||||||||||||||||||||||||||||||
Class A |
Class B |
Paid-In |
Accumulated |
Stockholders’ | ||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity / (Deficit) | ||||||||||||||||||||||||||||||
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| |||||||||||||||||||||
Balance – December 31, 2020 (Audited) |
$ |
$ |
$ |
$ |
( |
$ |
( |
|||||||||||||||||||||||||||||
Measurement adjustment on redeemable common stock |
– | – | ( |
( |
||||||||||||||||||||||||||||||||
Net income |
– |
– |
||||||||||||||||||||||||||||||||||
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Balance – March 31, 2021 (Unaudited) |
$ |
$ |
$ |
$ |
( |
$ |
( |
|||||||||||||||||||||||||||||
Measurement adjustment on redeemable common stock |
– | – | ( |
( |
||||||||||||||||||||||||||||||||
Net income |
– |
– |
||||||||||||||||||||||||||||||||||
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|
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|
|
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|
|
|
|
|
| |||||||||||||||||||||
Balance – June 30, 2021 (Unaudited) |
$ |
$ |
$ |
$ |
( |
$ |
( |
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For the Period From May 4, 2020 (Inception) Through June 30, 2020 |
||||||||||||||||||||||||||||||||||||
Common Stock |
Additional |
Total | ||||||||||||||||||||||||||||||||||
Class A |
Class B |
Paid-In |
Accumulated |
Stockholders’ | ||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity / (Deficit) | ||||||||||||||||||||||||||||||
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|
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|
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| |||||||||||||||||||||
Balance – May 4, 2020 ( I nception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||||||||||
Issuance of Class B Common Stock to Sponsor |
||||||||||||||||||||||||||||||||||||
Net loss |
– |
– |
( |
) |
( |
) | ||||||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Balance – June 30, 2020 (Unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, 2021 |
For the Period From May 4, 2020 (Inception) Through June 30, 2020 |
|||||||
Cash flows from operating activities: |
||||||||
Net income/(loss) |
$ |
$ |
( |
) | ||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Change in fair value of Forward Purchase Agreement liabilities |
( |
) |
– |
|||||
Change in fair value of Outstanding Warrant liabilities |
( |
) |
– |
|||||
Dividends earned on marketable securities held in Trust Account |
( |
) |
– |
|||||
Realized gains on marketable securities held in Trust Account |
( |
) |
– |
|||||
Change in unrealized gains on marketable securities held in Trust Account |
– |
|||||||
Changes in operating assets and liabilities: |
||||||||
Dividends receivable from operating account |
– |
|||||||
Prepaid expenses |
– |
|||||||
Deferred offering costs |
– |
( |
) | |||||
Accrued expenses |
– |
|||||||
Accrued offering costs |
– |
|||||||
Income taxes payable |
( |
) |
– |
|||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Cash withdrawn from Trust Account to pay income taxes |
– |
|||||||
|
|
|
|
|||||
Net cash provided by investing activities |
– |
|||||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Proceeds from promissory note |
– |
|||||||
Proceeds from issuance of Class B Common Stock to Sponsor |
– |
|||||||
|
|
|
|
|||||
Net cash provided by financing activities |
– |
|||||||
|
|
|
|
|||||
Net change in cash |
( |
) |
||||||
Cash and cash equivalents – beginning of period |
– |
|||||||
|
|
|
|
|||||
Cash and cash equivalents – end of period |
$ |
$ |
||||||
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ |
|
|
|
$ |
– |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash activities: |
||||||||
Deferred underwriting fees payable |
$ |
$ |
– |
|||||
|
|
|
|
|
|
|
|
|
Deferred offering costs payable |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|||||
Change in value of common stock subject to possible redemption |
$ |
$ |
– |
|||||
|
|
|
|
For the Three Months Ended June 30, 2021 |
For the Six Months Ended June 30, 2021 |
For the Period From May 4, 2020 (Inception) through June 30, 2020 |
||||||||||||||||||
(Basic) |
(Diluted) |
(Basic) |
(Diluted) |
(Basic and Diluted) |
||||||||||||||||
|
||||||||||||||||||||
Class A Common Stock Subject to Possible Redemption |
||||||||||||||||||||
Numerator: Earnings allocable to Class A Common Stock subject to possible redemption |
||||||||||||||||||||
Income earned in Trust Account |
$ | |
$ | $ | |
|
$ | |
$ |
– |
| |||||||||
Income taxes |
( |
|
( |
( |
|
|
( |
|
|
– |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
$ | |
$ | $ | |
|
$ | |
$ |
– |
| |||||||||
Denominator: Weighted-average Class A Common Stock subject to possible redemption |
||||||||||||||||||||
Weighted-average shares outstanding, Class A Common Stock subject to possible redemption |
|
|
|
|
|
– |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income per share, Class A Common Stock subject to possible redemption |
$ |
|
$ |
$ |
|
|
$ |
|
$ |
– |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
| ||||||||||||||
Non-Redeemable Class B Common Stock |
|
|
|
|
|
|
| |||||||||||||
Numerator: Net income/(loss) minus net earnings and change in fair value of FPA liabilities |
|
|
|
|
|
|
| |||||||||||||
Net income/(loss) |
$ | |
$ | $ | |
|
$ | |
$ |
( |
| |||||||||
Net earnings allocable to Class A Common Stock subject to possible redemption |
( |
|
( |
( |
|
|
( |
|
|
– |
| |||||||||
Change in fair value of FPA liabilities (1) |
– | |
( |
– | |
|
( |
|
|
– |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-redeemable net income/(loss) |
$ |
|
$ |
$ |
|
|
$ |
|
$ |
( |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Denominator: Weighted-average Non-redeemable Class B Common Stock |
|
|
|
|
|
|
| |||||||||||||
Weighted-average shares outstanding, Non-redeemable Class B Common Stock |
|
|
|
|
|
|
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income/(loss) per share, Non-redeemable Class B Common Stock |
$ |
|
$ |
$ |
|
|
$ |
|
$ |
( |
| |||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
For the three months ended June 30, 2021, the change in fair value of FPA liabilities reflects only the change in the additional FPA for the calculation of the diluted earnings per share. |
• |
The Company and the Pershing Square Funds agreed to amend and restate the Forward Purchase Agreement concurrently with the $closing of the Proposed IBC, pursuant to which the Forward Purchasers would exercise their right to purchase an aggregate amount of billion of Forward Purchase Units ($ million of Additional Forward purchase Units). The price per share at which the Pershing Square Funds would have exercised such amended Forward Purchase Agreement would be equal to RemainCo’s (defined below) net asset value at the time of such purchase; |
• |
The Company and the Sponsor agreed to amend the Sponsor Warrants concurrently with the closing of the Proposed IBC, such that the Sponsor Warrants would not be exercised or otherwise participate in the Proposed IBC. Instead, they |
would remain in place, but the exercise price would be adjusted to equal of RemainCo’s (defined below) net asset value immediately prior to the time it completed its anticipated future business combination with an operating business; and |
• |
The Company and its independent directors agreed that the Director Warrants would not be exercised in connection with the Proposed IBC , and would be amended concurrently with the closing of the Proposed IBC. The result of such amendment would have been that, (i) the holders of the Director Warrants would receive shares in the Company in exchange for approximately |
● | in whole and not in part; |
● | at a price of $ |
● | upon a minimum of |
● | if, and only if, the daily volume-weighted average price of the Class A Common Stock equals or exceeds $ |
● | in whole and not in part; |
● | at $ |
● | upon a minimum of |
● | if, and only if, the daily volume-weighted average price of the Class A Common Stock equals or exceeds $ |
Level 1: |
Valuation determined based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: |
Valuation determined based on observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: |
Valuation determined based on unobservable inputs on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
June 30, 2021 | ||
|
|
| ||
Assets: |
||||
Cash and marketable securities held in Trust Account |
1 | $ | ||
Liabilities: |
||||
Outstanding Warrants Liability – Public Warrants |
1 | | ||
Outstanding Warrants Liability – Private Placement Warrants |
3 | | ||
Committed Forward Purchase Agreement Liability |
3 | |||
Additional Forward Purchase Agreement Liability |
3 |
Inputs - Private Placement Warrants |
June 30, 2021 |
|||||||||
|
|
|
||||||||
Strike Price |
$ |
|||||||||
Risk-Free Interest Rate |
% |
|||||||||
Underlying Stock Price (RemainCo) |
$ |
|||||||||
Term (Years) |
||||||||||
Volatility |
% |
|||||||||
Illiquidity Discount |
% |
|||||||||
Probability of Warrant Renegotiation |
% |
Inputs – Committed Forward Purchase Agreement |
June 30, 2021 | |||||||
|
|
| ||||||
Exercise Price |
$ |
|||||||
Risk-Free Interest Rate |
% |
|||||||
Underlying Stock Price |
$ |
|||||||
Public Warrant Price |
$ |
|||||||
Term (Years) |
||||||||
Discount for Lack of Marketability |
% |
Inputs – Additional Forward Purchase Agreement |
June 30, 2021 | |||||||
|
|
| ||||||
Exercise Price |
$ |
|||||||
Risk-Free Interest Rate |
% |
|||||||
Underlying Stock Price (RemainCo) |
$ |
|||||||
Term (Years) |
||||||||
Discount for Lack of Marketability |
% |
|||||||
Discount for Probability of Exercise |
% |
Public Warrants |
Private Placement Warrants |
Total Outstanding Warrants | ||||||||||
Fair Value at December 31, 2020 |
$ | $ | $ | |||||||||
Change in Fair Value |
( |
( |
( |
|||||||||
|
|
|
|
|
|
|
|
| ||||
Fair Value at June 30, 2021 |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|
|
| ||||
Committed Forward Purchase Agreement |
Additional Forward Purchase Agreement |
Forward Purchase Agreements | ||||||||||
Fair Value at December 31, 2020 |
$ | $ | $ | |||||||||
Change in Fair Value |
( |
( |
( |
|||||||||
|
|
|
|
|
|
|
|
| ||||
Fair Value at June 30, 2021 |
$ | $ | $ | |||||||||
|
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|
|
|
|
|
|
|
• |
may significantly dilute the equity interest of investors; |
• |
may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• |
could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers; |
• |
may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and |
• |
may adversely affect prevailing market prices for our Class A Common Stock and/or Redeemable Warrants. |
• |
default and foreclosure on our assets if our operating revenues after our 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 security is payable on demand; |
• |
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• |
our inability to pay dividends on our common stock; |
• |
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 common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund 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; limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and |
• |
other purposes and other disadvantages compared to our competitors who have less debt. |
• | The Company and the Pershing Square Funds agreed to amend and restate the Forward Purchase Agreement concurrently with the closing of the Proposed IBC, pursuant to which the Forward Purchasers would exercise their right to purchase an aggregate amount of $1.6 billion of Forward Purchase Units ($1.0 billion of Committed Forward Purchase Units and $600 million of Additional Forward Purchase Units). The price per share at which the Pershing Square Funds would have exercised such amended Forward Purchase Agreement would be equal to RemainCo’s net asset value at the time of such purchase; |
• | The Company and the Sponsor agreed to amend the Sponsor Warrants concurrently with the closing of the Proposed IBC, such that the Sponsor Warrants would not be exercised or otherwise participate in the Proposed IBC. Instead, they would remain in place, but the exercise price would be adjusted to equal 120% of RemainCo’s net asset value immediately prior to the time it completed its anticipated future business combination with an operating business; and |
• | The Company and its independent directors agreed that the Director Warrants would not be exercised in connection with the Proposed IBC, and would be amended concurrently with the closing of the Proposed IBC. The result of such amendment would have been that, (i) the holders of the Director Warrants would receive shares in the Company in exchange for approximately 72% of the fair market value of the Director Warrants (as determined by a third-party valuation firm), to compensate for the fact that they would not participate in the Proposed IBC as originally envisioned, (ii) such shares would participate in the Distribution and (iii) the roughly 28% of the value of the Director Warrants would remain in place with their exercise price adjusted in the same manner as the exercise price of the Sponsor Warrants as explained above. |
For the Three Months Ended June 30, 2021 |
For the Six Months Ended June 30, 2021 |
|||||||
Net income |
$ |
166,907,336 |
$ |
503,903,717 |
||||
Less: |
||||||||
Change in fair value of Forward Purchase Agreement liabilities |
17,364,600 | 285,985,720 | ||||||
Change in fair value of Outstanding Warrant liabilities |
163,039,606 | 236,032,187 | ||||||
|
|
|
|
|||||
Adjusted net loss |
$ |
(13,496,870) |
$ |
(18,114,190) |
Exhibit No. |
Description of Exhibits | |
2.1 | ||
3.1 | ||
3.2 | ||
4.7 | ||
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | ||
10.5 | ||
31.1* | ||
31.2* | ||
32.1* | ||
32.2* | ||
101.INS* | Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101). |
(1) | Incorporated by reference to the Company’s Amendment No. 4 to Registration Statement on Form S-1/A filed on July 20, 2020. |
(2) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 28, 2020. |
(3) | Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 31, 2021. |
(4) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 28, 2021. |
(5) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 19, 2021. |
Date: August 12, 2021 | Pershing Square Tontine Holdings, Ltd. | |||
/s/ William A. Ackman | ||||
Name: | William A. Ackman | |||
Title: | Chief Executive Officer, Chairman of the Board of Directors | |||
Date: August 12, 2021 | /s/ Michael Gonnella | |||
Name: | Michael Gonnella | |||
Title: | Chief Financial Officer |