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 FOR THE TRANSITION PERIOD FROM TO |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |||
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||
☒ | Smaller reporting company | |||||||
Emerging growth company |
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F-1 |
• | Track record of disruption and innovation |
• | Strong market position with a sustainable competitive advantage |
• | Proven management team track record and strength |
• | Ability to scale and enhance growth further through acquisition opportunities |
• | Attractive valuation and conservative capital structure |
• | Positioned to take advantages of being a public company |
• | 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 (other than in a public offering); |
• | Any of our directors, officers or substantial security holder (as defined by Nasdaq rules) has a 5% 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 issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); 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. |
• | 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 uncertainty resulting from the COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination 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 the Public Offering; or |
• | the other risk and uncertainties discussed in this section and elsewhere in this Annual Report on Form 10-K. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
• | 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 public shareholders, 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 |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of 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 |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | 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; |
• | 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. |
Name |
Age |
Position | ||||
Jeffrey E. Kelter |
67 | Executive Chairman and Chairman of the board of directors | ||||
Robert F. Savage |
54 | Chief Executive Officer | ||||
Thomas Jermoluk |
65 | President, Director | ||||
James H. Clark |
77 | Chief Technology Officer | ||||
Lauren D. Ores |
41 | Chief Financial Officer | ||||
Heather Hartnett |
39 | Director | ||||
Samir Kaul |
48 | Director | ||||
Richard Noll |
64 | 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 the 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 the 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 Executive Officer’s compensation, evaluating our President’s, Chief Financial Officer’s and Chief Executive 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 Executive 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 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; 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 | |||
Jeffrey E. Kelter | Cold Spring Harbor Laboratory |
Non-Profit |
Trustee | |||
Invitation Homes | Real Estate | Director | ||||
KSH Capital LP(1) | Investment | Founder, Chief Executive Officer | ||||
Valor Real Estate Partners LLP |
Real Estate | Partner | ||||
Robert F. Savage | Environmental Waste International, Inc. |
Environmental | Director | |||
KSH Capital LP(1) | Investment | Founder, President | ||||
Mount Sinai Health System |
Hospital | Trustee | ||||
The Taft School | Education | Trustee | ||||
Valor Real Estate Partners LLP |
Real Estate | Partner | ||||
VolunteerMatch.org | Non-profit |
Chairman | ||||
Thomas Jermoluk | Ibotta Inc. | Investment | Director | |||
EAZE Technology | Investment | Director | ||||
Beyond Identity | Software | Director, President | ||||
James H. Clark | Beyond Identity | Software | Co-Founder, Chairman | |||
EAZE Technology | Investment | Director | ||||
Ibotta Inc. | Investment | Director | ||||
Clark Ventures Inc. | Investment | Manager | ||||
Monaco Partners LP | Investment | Manager | ||||
Lauren D. Ores | KSH Capital LP(1) | Investment | Chief Financial Officer | |||
Heather Hartnett | Human Ventures, LLC | Investment | Founder, Chief Executive Officer | |||
Human Ventures Fund I, LP | Investment | General Partner | ||||
Casa Komos Beverage Group LLC |
Food & Beverage | Director | ||||
StorySpaces, Inc. | Entertainment | Director | ||||
Samir Kaul | Khosla Ventures, LLC(2) | Investment | General Partner | |||
UCSF Benioff Children’s Hospital |
Non-profit |
Director | ||||
Richard Noll | Reynolds Consumer Products Inc. |
Household Products | Chairman | |||
Neighbor Inc. | Software | Director |
(1) | Includes KSH Capital and certain of its affiliates and other related entities. |
(2) | Includes Khosla Ventures and its managed and affiliated funds, related entities and portfolio companies. |
• | 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 and each member of our management team have entered into an agreement 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 do not complete our initial business combination within 24 months from the closing of the 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 and (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. Except as described herein, 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 director nominees will own 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. |
• | 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; and |
• | all our executive officers and directors as a group. |
Name and address of beneficial owner (1) |
Number of shares beneficially owned (2) |
Percentage of Outstanding Ordinary Shares |
||||||
JCIC Sponsor LLC (our sponsor) |
8,550,000 | (3) |
19.9 | % | ||||
Jeffrey E. Kelter |
8,550,000 | (3) |
19.9 | % | ||||
Robert F. Savage |
8,550,000 | (3) |
19.9 | % | ||||
Thomas Jermoluk |
8,550,000 | (3) |
19.9 | % | ||||
James H. Clark |
— | — | ||||||
Lauren D. Ores |
— | — | ||||||
Heather Hartnett |
25,000 | * | ||||||
Samir Kaul |
25,000 | * | ||||||
Richard Noll |
25,000 | * | ||||||
All officers and directors as a group (eight individuals) |
8,625,000 |
20.0 |
% | |||||
Aristeia Capital, L.L.C. |
2,096,870 | (4) |
6.1 | % | ||||
Adage Capital Partners, L.P. |
1,750,000 | (5) |
5.1 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is 386 Park Avenue South, FL 20, New York, NY 10016. |
(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 as described in the section entitled “Description of Securities.” |
(3) | The shares reported above are held in the name of our sponsor. Our sponsor is controlled indirectly by Messrs. Kelter, Savage and Jermoluk. |
(4) | Based solely on the Schedule 13G filed with the SEC on February 14, 2022. The address of the principal business office of Aristeia Capital, L.L.C. is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
(5) | Based solely on the Schedule 13G filed with the SEC on May 3, 2021. Each of Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C, Adage Capital Advisors, L.L.C., Robert Atchinson and Philip Gross share voting and dispositive power with regard to 1,750,000 ordinary shares. The business address for each is 200 Clarendon Street, 52nd Floor, Boston Massachusetts 02116. |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
Page |
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F-2 |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
* | Filed herewith. |
JACK CREEK INVEST MEN T CORP. | ||
By: | /s/ Robert F. Savage | |
Name: Robert F. Savage | ||
Title: President and Chief Executive Officer | ||
(Principal Executive Officer) |
Name |
Position |
Date | ||
/s/ Robert F. Savage Robert F. Savage |
Chief Executive Officer, (Principal Executive Officer) |
March 21, 2022 | ||
/s/ Lauren D. Ores Lauren D. Ores |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 21, 2022 | ||
/s/ Jeffrey E. Kelter Jeffrey E. Kelter |
Executive Chairman | March 21, 2022 | ||
/s/ Thomas Jermoluk Thomas Jermoluk |
President | March 21, 2022 | ||
/s/ James Clark James Clark |
Chief Technology Officer | March 21, 2022 | ||
/s/ Heather Hartnett Heather Hartnett |
Director | March 21, 2022 | ||
/s/ Samir Kaul Samir Kaul |
Director | March 21, 2022 | ||
/s/ Richard Noll Richard Noll |
Director | March 21, 2022 |
F-2 |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7-F- 19 |
/s/ |
We have served as the Company’s auditor since 2020. |
December 31, |
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2021 |
2020 |
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ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | $ | — | |||||
Prepaid expenses |
— | |||||||
Total current assets |
— | |||||||
Deferred offering costs |
— | |||||||
Cash and Investments held in Trust Account |
— | |||||||
TOTAL ASSETS |
$ |
$ |
||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued expenses |
$ | $ | ||||||
Accrued offering costs |
— | |||||||
Promissory note – related party |
— | |||||||
Total current liabilities |
||||||||
Warrant liabilities |
— | |||||||
Deferred underwriting fee payable |
— | |||||||
TOTAL LIABILITIES |
||||||||
Commitments and Contingencies |
||||||||
Class A ordinary shares subject to possible redemption, $ |
||||||||
Shareholders’ Equity (Deficit) |
||||||||
Preference shares, $ |
— | |||||||
Class A ordinary shares, $ possible redemption at December 31, 2021 and |
— | — | ||||||
Class B ordinary shares, $ |
||||||||
Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Shareholders’ Equity (Deficit) |
( |
) |
||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
$ |
$ |
||||||
Year Ended December 31, 2021 |
Period from August 18, 2020 (inception) through December 31, 2020 |
|||||||
Operating and formation costs |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) |
( |
) | ||||
Other income (expenses): |
— | |||||||
Change in fair value of warrant liabilities |
— | |||||||
Loss on initial issuance of Private Placement Warrants |
( |
) | — | |||||
Transaction costs associated with sale of warrants in IPO |
( |
) | |
|
| |||
Interest earned on investments held in Trust Account |
— | |||||||
|
|
|
|
|||||
Total other income, net |
— | |||||||
|
|
|
|
|||||
Net income (loss) |
$ |
$ |
( |
) | ||||
|
|
|
|
|||||
Weighted average shares outstanding, Class A ordinary shares |
— | |||||||
|
|
|
|
|||||
Basic and diluted net income per share, Class A ordinary shares |
$ |
$ |
— |
|||||
|
|
|
|
|||||
Weighted average shares outstanding, Class B ordinary shares |
||||||||
|
|
|
|
|||||
Basic net income per share, Class B ordinary shares |
$ |
$ |
— |
|||||
|
|
|
|
|||||
Diluted weighted average shares outstanding, Class B ordinary shares |
||||||||
|
|
|
|
|||||
Diluted net income per share, Class B ordinary shares |
$ |
$ |
— |
|||||
|
|
|
|
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Equity (Deficit) |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance – August 18, 2020 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – December 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
Accretion for Class A ordinary shares to redemption amount |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Net income |
— | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – December 31, 2021 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2021 |
Period from August 18, 2020 (inception) through December 31, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Payment of formation and operating costs through issuance of Class B ordinary shares |
— | |||||||
Interest earned on investments held in Trust Account |
( |
) | — | |||||
Change in fair value of warrant liabilities |
( |
) | — | |||||
Loss on initial issuance of Private Placement Warrants |
— | |||||||
Transaction costs associated with sale of warrants in IPO |
— | |||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | — | |||||
Accounts payable and accrued expenses |
||||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) |
— |
|||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash in Trust Account |
( |
) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) | — | |||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from sale of Units, net of underwriting discounts paid |
— | |||||||
Proceeds from sale of Private Placement Warrants |
— | |||||||
Repayment of promissory note – related party |
( |
) | — | |||||
Payment of offering costs |
( |
) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
— | |||||||
|
|
|
|
|||||
Net Change in Cash |
— | |||||||
Cash – Beginning of period |
— | |||||||
|
|
|
|
|||||
Cash – End of period |
$ | $ | — | |||||
|
|
|
|
|||||
Non-Cash investing and financing activities: |
||||||||
Deferred underwriting fee payable |
$ | $ | — | |||||
|
|
|
|
|||||
Deferred offering costs included in accrued offering costs |
$ | — | $ | |||||
|
|
|
|
|||||
Deferred offering costs paid through promissory note—related party |
$ | — | $ | |||||
|
|
|
|
|||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | — | $ | |||||
|
|
|
|
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Class A ordinary shares subject to possible redemption |
$ |
|||
|
|
Year Ended December 31, 2021 |
Period from August 18, 2020 (inception) through December 31, 2020 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic net income (loss) per ordinary share |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income |
$ | $ | $ | $ | ( |
) | ||||||||||
Denominator: |
||||||||||||||||
Basic weighted average shares outstanding |
— | |||||||||||||||
Basic net income per ordinary share |
$ | $ | $ | — | $ | — | ||||||||||
Basic net income (loss) per ordinary share |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income |
$ | $ | $ | — | $ | — | ||||||||||
Denominator: |
||||||||||||||||
Diluted weighted average shares outstanding |
— | — | ||||||||||||||
Diluted net income per ordinary share |
$ | $ | $ | — | $ | — |
• | 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. |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
• | if the closing price of the Class A ordinary shares for any |
December 31, 2021 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
Cash and investments held in Trust Account |
$ | $ | $ |
— |
$ |
— |
||||||||||
Liabilities: |
||||||||||||||||
Warrant Liability – Public Warrants |
$ | $ | $ | — | $ | — | ||||||||||
Warrant Liability – Private Placement Warrants |
$ | $ | — | $ | $ |