Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
(State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) | |
|
||
(Address of principal executive offices) |
(zip code) |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
• | ability to complete our initial business combination; |
• | success in retaining or recruiting, or changes required in, our officers, key employees or directors following an initial business combination; |
• | 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, as a result of which they would then receive expense reimbursements; |
• | potential ability to obtain additional financing to complete an initial business combination; |
• | pool of prospective target businesses; |
• | failure to maintain the listing on, or the delisting of our securities from, the Nasdaq Capital Market or an inability to have our securities listed on the Nasdaq Capital Market or another national securities exchange following our initial business combination; |
• | the ability of our officers and directors to generate a number of potential investment opportunities; |
• | potential change in control if we acquire one or more target businesses for stock; |
• | our public securities’ potential liquidity and trading; |
• | lack of a market for our securities; |
• | use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
• | our financial performance. |
PART I | 1 | |||||
Item 1A. |
Risk Factors | 1 | ||||
PART II | 29 | |||||
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 | ||||
Item 8. |
Financial Statements and Supplementary Data | 35 | ||||
Item 9A. |
Controls and Procedures | 35 | ||||
PART III | 36 | |||||
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 36 | ||||
PART IV | 37 | |||||
Item 15. |
Exhibits, Financial Statement Schedules | 37 |
• | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to convert your shares to cash. |
• | Our initial stockholders and management team will control a substantial interest in us and thus may influence certain actions requiring a stockholder vote. |
• | The ability of our public stockholders to convert their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an agreement for an initial business combination or optimize our capital structure. If our initial business combination is unsuccessful you would have to wait for liquidation in order to redeem your shares. |
• | We may not be able to complete our initial business combination within 24 months after the closing of our IPO, in which case we would cease all operations except for the purpose of winding up, and we would redeem our public shares for a pro rata portion of the funds in the trust account, and we would liquidate. In such event, our warrants would expire worthless. |
• | If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to convert all such shares in excess of 15% of our Class A common stock. |
• | We are not required to obtain an opinion from an independent investment banking firm or another independent valuation or appraisal firm and, consequently, you may have no assurance from an independent source that the price we are paying for the target(s) of our initial business combination is fair from a financial point of view. |
• | Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our initial business combination. |
• | We may issue additional shares of capital stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders. |
• | Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. |
• | We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and other events, and the status of debt and equity markets. |
• | We may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel. |
• | We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. |
• | If we consummate a business combination with a target company with assets located outside of the United States, our results of operations and prospects could be subject to the economic, political, and legal policies, developments, and conditions in the country in which we operate. Further, exchange rate fluctuations and currency policies may cause our ability to succeed in the international markets to be diminished. |
• | Past performance by our management team and their affiliates may not be indicative of future performance of an investment in the Company. |
• | Our sponsor, executive officers and directors presently have fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of a majority of the then outstanding public warrants. |
• | We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | If third parties bring claims against us, and if our directors decide not to enforce the indemnification obligations of our sponsor, or if our sponsor does not have the funds to indemnify us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share. |
• | Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares |
• | We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. |
• | The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share. |
• | We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. |
• | Provisions in our amended and restated certificate of incorporation and bylaws and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management. |
• | Provisions in our amended and restated certificate of incorporation provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders. |
• | Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss. |
• | may significantly dilute the equity interest of investors in our IPO, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock; |
• | 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 of control if a substantial number of shares of our common stock is 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 stock ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A common stock 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 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. |
• | we issue additional shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), |
• | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and |
• | the Market Value is below $9.20 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), |
• | 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. |
• | higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles and challenges in collecting accounts receivable; |
• | 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; |
• | cultural and language differences; |
• | employment regulations; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, and wars; |
• | deterioration of political relations with the United States; and |
• | government appropriations of assets. |
• | if we do not develop successful new products or improve existing ones, our business will suffer; |
• | we may invest in new lines of business that could fail to attract or retain users or generate revenue; |
• | we will face significant competition and if we are not able to maintain or improve our market share, our business could suffer; |
• | the loss of one or more members of our management team, or our failure to attract and retain other highly qualified personnel in the future, could seriously harm our business; |
• | if our security is compromised or if our platform is subjected to attacks that frustrate or thwart our users’ ability to access our products and services, our users, advertisers, and partners may cut back on or stop using our products and services altogether, which could seriously harm our business; |
• | mobile malware, viruses, hacking and phishing attacks, spamming, and improper or illegal use of our products could seriously harm our business and reputation; |
• | if we are unable to successfully grow our user base and further monetize our products, our business will suffer; |
• | if we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be seriously harmed; |
• | we may be subject to regulatory investigations and proceedings in the future, which could cause us to incur substantial costs or require us to change our business practices in a way that could seriously harm our business; |
|
• | |
components used in our products may fail as a result of a manufacturing, design, or other defect over which we have no control, and render our devices inoperable; |
• | an inability to manage rapid change, increasing consumer expectations and growth; |
• | an inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty; |
• | an inability to deal with our subscribers’ or customers’ privacy concerns; |
• | an inability to license or enforce intellectual property rights on which our business may depend; |
• | an inability by us, or a refusal by third parties, to license content to us upon acceptable terms; |
• | potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we may distribute; |
• | competition for the leisure and entertainment time and discretionary spending of subscribers or customers, which may intensify in part due to advances in technology and changes in consumer expectations and behavior; and |
• | disruption or failure of our networks, systems or technology as a result of misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock 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. |
• | 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 compliance with other rules and regulations that we are currently not subject to. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our officers and directors; and |
• | all of our officers and directors as a group. |
Name and Address of Beneficial Owner(1) |
Amount and Nature of Beneficial Ownership |
Approximate Percentage of Outstanding Shares |
||||||
Vivek Ranadive(3)(4) |
9,732,904 | (2) | 16.1 | % | ||||
Murray Rode(3) |
9,346,533 | (2) | 15.4 | % | ||||
Eric C.W. Dunn |
36,000 | * | ||||||
Lori Wright |
36,000 | * | ||||||
Vijay Advani |
36,000 | * | ||||||
BowX Sponsor, LLC |
7,920,933 | 13.1 | % | |||||
All directors and executive officers as a group (five individuals) |
11,266,504 | 18.6 | % | |||||
BlackRock Financial Management, Inc. |
4,158,000 | (5) | 8.6 | % | ||||
Wellington Management Group LLP |
4,177,367 | (6) | 8.65 | % | ||||
Aristeia Capital, LLC |
2,860,751 | (7) | 5.92 | % | ||||
Millennium Group Management LLC |
2,520,000 | (8) | 5.2 | % |
* | Less than 1%. |
(1) | Unless otherwise indicated, the business address of each of the individuals is BowX Acquisition Corp., 2400 Sand Hill Rd., Suite 200, Menlo Park, California 94025. |
(2) | Interests shown consist solely of founder shares, classified as Class B common stock. Such shares will automatically convert into Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment. |
(3) | Includes shares held by our sponsor, BowX Sponsor, LLC, of which each is a managing member. Accordingly, each of these individuals may be deemed the beneficial owner of the founder shares held by our sponsor and shares voting and dispositive control over such securities. Each of these individuals disclaims beneficial ownership over any securities owned by our sponsor in which he does not have any pecuniary interest. |
(4) | Includes up to 1,811,250 founder shares held by Mr. Ranadivé that he has agreed to transfer to the BlackRock funds upon consummation of our initial business combination. |
(5) | Represents shares held by various funds and accounts managed by BlackRock Financial Management, Inc. Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on February 8, 2021. |
(6) | Represents shares held by various funds and accounts of clients of certain subsidiaries of Wellington Management Group LLP. Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on February 4, 2021. |
(7) | Represents shares held by various funds and accounts which Aristeia Capital, LLC is the investment manager of and has investment control. Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on February 16, 2021. |
(8) | Represents shares beneficially held by Integrated Core Strategies (US) LLC and ICS Opportunities, Ltd. Millennium Group Management LLC is the managing member of Millennium Management LLC, which is the general partner of Millennium International Management LP, the investment manager to ICS Opportunities, Ltd. Millennium Group Management LLC may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies (US) LLC. The foregoing is based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on January 11, 2021. |
Page |
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F-2 | ||||
Financial Statements: |
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F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
* | Incorporated by reference to the Registrant’s Current Report Form 8-K filed on August 10, 2020. |
** | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (SEC File Nos. 333-239941 and 333-240430). |
*** | Incorporated by reference to the Registrant’s Annual Report on Form-10-K/A filed on May 12, 2021. |
WEWORK INC. | ||
By: | /s/ Sandeep Mathrani | |
Sandeep Mathrani | ||
Director and Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ Sandeep Mathrani |
Director and Chief Executive Officer |
December 17, 2021 | ||
Sandeep Mathrani | (Principal Executive Officer) |
|||
/s/ Benjamin Dunham |
Chief Financial Officer |
December 17, 2021 | ||
Benjamin Dunham | (Principal Financial Officer) |
|||
/s/ Marcelo Claure |
Director |
December 17, 2021 | ||
Marcelo Claure | ||||
/s/ Michel Combes |
Director |
December 17, 2021 | ||
Michel Combes | ||||
/s/ Bruce Dunlevie |
Director |
December 17, 2021 | ||
Bruce Dunlevie | ||||
/s/ Véronique Laury |
Director |
December 17, 2021 | ||
Véronique Laury | ||||
/s/ Deven Parekh |
Director |
December 17, 2021 | ||
Deven Parekh | ||||
/s/ Vivek Ranadivé |
Director |
December 17, 2021 | ||
Vivek Ranadivé | ||||
/s/ Kirthiga Reddy |
Director |
December 17, 2021 | ||
Kirthiga Reddy | ||||
/s/ Jeffrey Sine |
Director |
December 17, 2021 | ||
Jeffrey Sine | ||||
/s/ Kurt Wehner |
Principal Accounting Officer |
December 17, 2021 | ||
Kurt Wehner |
Page |
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F-2 | ||||
Financial Statements: |
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F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
Assets: |
||||
Current assets: |
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Cash |
$ | |||
Prepaid expenses |
||||
Due from related party |
||||
|
|
|||
Total current assets |
||||
Investments held in Trust Account |
||||
|
|
|||
Total assets |
$ |
|||
|
|
|||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
||||
Current liabilities: |
||||
Accounts payable |
$ | |||
Accrued expenses |
||||
Accrued income tax |
||||
Franchise tax payable |
||||
|
|
|||
Total current liabilities |
||||
Deferred underwriting commissions in connection with the initial public offering |
||||
Warrant liabilities |
||||
|
|
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Total liabilities |
||||
Commitments and Contingencies (Note 6) |
||||
Class A common stock subject to possible redemption, $shares issued and outstanding at $per share |
||||
Stockholders’ Deficit: |
||||
Preferred stock, $ |
||||
Class A common stock, $ |
||||
Class B common stock, $ |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total stockholders’ deficit |
( |
) | ||
|
|
|||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
|||
|
|
Operating expenses |
||||
General and administrative expenses |
$ | |||
Franchise tax expense |
||||
|
|
|||
Total operating expenses |
( |
) | ||
Change in fair value of warrant liabilities |
( |
) | ||
Offering costs associated with private placement warrants |
( |
) | ||
Net gain from investments held in Trust Account |
||||
|
|
|||
Loss before income tax expense |
( |
) | ||
Income tax expense |
||||
|
|
|||
Net loss |
( |
) | ||
|
|
|||
|
|
|
|
|
Weighted average shares outstanding of Class A common stock, basic and diluted |
||||
|
|
|||
Basic and diluted net loss per share of Class A common stock |
$ | ( |
) | |
|
|
|||
Weighted average shares outstanding of Class B common stock, basic and diluted |
||||
|
|
|||
Basic and diluted net loss per share of Class B common stock |
$ | ( |
) | |
|
|
Common Stock |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-In Capital |
Accumulated Deficit |
|||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - May 19, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B common stock to initial stockholders |
— | — | — | |||||||||||||||||||||||||
Excess cash received over the fair value of the private warrants |
— | — | — | — | — | |||||||||||||||||||||||
Offering costs associated with public warrants |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Accretion of Class a common stock subject to possible redemption to redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
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 related party |
||||
Change in fair value of warrant liabilities |
||||
Offering costs associated with private placement warrants |
||||
Net gain from investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable |
||||
Accrued expenses |
||||
Due to related party |
( |
) | ||
Accrued income tax |
||||
Franchise tax payable |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities |
||||
Cash deposited in Trust Account |
( |
) | ||
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|
|||
Net cash used in investing activities |
( |
) | ||
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|
|||
Cash Flows from Financing Activities: |
||||
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 - end of the period |
$ | |||
|
|
|||
Supplemental disclosure of noncash activities: |
||||
Offering costs paid by related party in exchange for issuance of Class B common stock |
$ | |||
|
|
|||
Offering costs included in accrued expenses |
$ | |||
|
|
|||
Offering costs included in note payable |
$ | |||
|
|
|||
Deferred underwriting commissions in connection with the initial public offering |
$ | |||
|
|
|||
Warrant liabilities |
$ | |||
|
|
|||
Accretion on Class A common stock subject to possible redemption amount |
$ | |||
|
|
As of December 31, 2020 |
||||||||||||
As Previously Restated |
Restatement Adjustment |
As Restated |
||||||||||
Balance Sheet |
||||||||||||
Total assets |
$ | $ | — | $ | ||||||||
|
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|
|||||||
Total liabilities |
$ |
$ |
$ |
|||||||||
Class A common stock subject to possible redemption |
||||||||||||
Stockholders’ equity (deficit) |
||||||||||||
Preferred stock |
— | — | — | |||||||||
Class A common stock |
( |
) | — | |||||||||
Class B common stock |
— | |||||||||||
Additional paid-in-capital |
( |
) | — | |||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) | $ |
( |
) | |||||
|
|
|
|
|
|
|||||||
Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) |
$ | $ | — | $ | ||||||||
|
|
|
|
|
|
For the Period from May 19, 2020 (Inception) through December 31, 2020 |
||||||||||||
As Previously Restated |
Adjustment |
As Restated |
||||||||||
Statement of Operations |
||||||||||||
Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding of Class A common stock, basic and diluted |
( |
) |
||||||||||
Basic and diluted net income (loss) per share of Class A common stock |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Weighted average shares outstanding of Class B common stock, basic and diluted |
— |
|||||||||||
Basic and diluted net loss per share of Class B common stock |
$ |
( |
) |
$ |
$ |
( |
) |
For the Period from May 19, 2020 (Inception) through December 31, 2020 |
||||||||||||
As Previously Restated |
Adjustment |
As Restated |
||||||||||
Statement of Cash Flows - Supplemental disclosure of noncash activities: |
||||||||||||
Initial Value of Class A common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
— |
||||||
Change in fair value of Class A common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
— |
||||||
Accretion on Class A common stock subject to possible redemption amount |
$ |
— |
$ |
$ |
As of August 7, 2020 |
||||||||||||
As Previously Restated |
Restatement Adjustment |
As Restated |
||||||||||
Balance Sheet |
||||||||||||
Total assets |
$ | $ | — | $ | ||||||||
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|
|
|
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Total liabilities |
$ |
$ |
— | $ | ||||||||
Class A common stock subject to possible redemption |
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Stockholders’ equity (deficit) |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) | — | |||||||||
Class B common stock |
— | |||||||||||
Additional paid-in-capital |
( |
) | — | |||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) | $ |
( |
) | |||||
|
|
|
|
|
|
|||||||
Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) |
$ | $ | — | $ | ||||||||
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|
|
|
|
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) 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 May 19, 2020 (Inception) through December 31, 2020 |
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Class A |
Class B |
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Numerator: |
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Allocation of net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
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Weighted average common stock outstanding, basic and diluted |
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|
|
|
|
|||||
Basic and diluted net loss per share of common stock |
$ | ( |
) | $ | ( |
) | ||
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|
|
As of December 31, 2020 |
||||
Gross proceeds received from Initial Public Offering |
$ | |||
Less: |
||||
Offering costs allocated to Class A common stock |
( |
) | ||
Plus: |
||||
Accretion on Class A common stock to redemption value |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ | |||
|
|
• | in whole and not in part; |
• | at a price of $ 0.01 |
• | upon a minimum of 30 |
• | if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 20 trading days within a 30 |
• | in whole and not in part; |
• | at $ 0.10 30 |
• | if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $ |
• | if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and |
• | if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. |
Fair Value Measured as of December 31, 2020 |
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Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets |
||||||||||||||||
Investments held in Trust Account - U.S. Treasury Securities |
$ | $ | — | $ | — | $ | ||||||||||
Liabilities: |
||||||||||||||||
Warrant liabilities (restated) |
— | — | ||||||||||||||
Total fair value |
$ | $ | $ | — | $ | |||||||||||
Warrant liabilities at May 19, 2020 (inception) |
$ | |||
Issuance of Private Warrants |
||||
Change in fair value of warrant liabilities |
||||
Warrant liabilities at September 30, 2020 |
$ | |||
Change in fair value of warrant liabilities |
||||
Warrant liabilities at December 31, 2020 |
$ | |||
September 30, 2020 |
August 7, 2020 |
|||||||
Exercise price |
$ | $ | ||||||
Stock Price |
$ | $ | ||||||
Term (in years) |
||||||||
Volatility |
% | % | ||||||
Risk-free interest rate |
% | % | ||||||
Dividend yield |
For the Period from May 19, 2020 (inception) through December 31, 2020 |
||||
Current |
||||
Federal |
$ | |||
State |
||||
Deferred |
||||
Federal |
( |
) | ||
State |
||||
Valuation allowance |
||||
|
|
|||
Income tax provision |
$ | |||
|
|
December 31, 2020 |
||||
Deferred tax assets: |
||||
Start-up/Organization costs |
$ | |||
|
|
|||
Total deferred tax assets |
||||
Valuation allowance |
( |
) | ||
|
|
|||
Deferred tax asset, net of allowance |
$ | |||
|
|
For the Period from May 19, 2020 (inception) through December 31, 2020 |
||||
Statutory federal income tax rate |
% | |||
State taxes, net of federal tax benefit |
% | |||
Change in fair value of warrant liabilities |
( |
)% | ||
Change in valuation allowance |
( |
)% | ||
|
|
|||
Effective Tax Rate |
- |
% | ||
|
|
As of September 30, 2020 |
||||||||||||
As Previously Restated |
Restatement Adjustment |
As Restated |
||||||||||
Unaudited Condensed Balance Sheet |
||||||||||||
Total assets |
$ | $ | — | $ | ||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
||||||||||||
Class A common stock subject to possible redemption |
||||||||||||
Stockholders’ equity (deficit) |
||||||||||||
Preferred stock |
— | — | — | |||||||||
Class A common stock |
( |
) | ||||||||||
Class B common stock |
— | |||||||||||
Additional paid-in-capital |
( |
) | ||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) |
$ | $ | — | $ | ||||||||
|
|
|
|
|
|
For the Three Months Ended September 30, 2020 |
||||||||||||
As Previously Restated |
Adjustment |
As Restated |
||||||||||
Unaudited Condensed Statement of Operations |
||||||||||||
Net loss |
$ | ( |
) | $ | $ | ( |
) | |||||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding of Class A common stock, basic and diluted |
( |
) | ||||||||||
Basic and diluted net income (loss) per share of Class A common stock |
$ | $ | ( |
) | $ | ( |
) | |||||
Weighted average shares outstanding of Class B common stock, basic and diluted |
( |
) | ||||||||||
Basic and diluted net loss per share of Class B common stock |
$ | ( |
) | $ | $ | ( |
) |
For the Period from May 19, 2020 (Inception) through September 30, 2020 |
||||||||||||
As Previously Restated |
Adjustment |
As Restated |
||||||||||
Unaudited Condensed Statement of Operations |
||||||||||||
Net loss |
$ | ( |
) | $ | $ | ( |
) | |||||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding of Class A common stock, basic and diluted |
( |
) | ||||||||||
Basic and diluted net income (loss) per share of Class A common stock |
$ | $ | ( |
) | $ | ( |
) | |||||
Weighted average shares outstanding of Class B common stock, basic and diluted |
( |
) | ||||||||||
Basic and diluted net loss per share of Class B common stock |
$ | ( |
) | $ | $ | ( |
) |
For the Period from May 19, 2020 (Inception) through September 30, 2020 |
||||||||||||
As Previously Restated |
Adjustment |
As Restated |
||||||||||
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: |
||||||||||||
Initial Value of Class A common stock subject to possible redemption |
$ | $ | ( |
) | $ | |||||||
Change in fair value of Class A common stock subject to possible redemption |
$ | $ | ( |
) | $ | |||||||
Accretion on Class A common stock subject to possible redemption amount |
$ | $ | $ |