ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(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 | ||
and one-third of one redeemable warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
||||||
Item 1. |
1 | |||||
Item 1A. |
8 | |||||
Item 1B. |
41 | |||||
Item 2. |
41 | |||||
Item 3. |
41 | |||||
Item 4. |
41 | |||||
Item 5. |
42 | |||||
Item 6. |
43 | |||||
Item 7. |
43 | |||||
Item 7A. |
47 | |||||
Item 8. |
47 | |||||
Item 9. |
47 | |||||
Item 9A. |
47 | |||||
Item 9B. |
48 | |||||
Item 9C. |
48 | |||||
Item 10. |
49 | |||||
Item 11. |
55 | |||||
Item 12. |
56 | |||||
Item 13. |
57 | |||||
Item 14. |
59 | |||||
Item 15. |
60 | |||||
Item 16. |
62 |
• |
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; or |
• |
our financial performance. |
• | our ability to approve the initial business combination without affording public shareholders a vote and complete our initial business combination without the support of a majority of our public shareholders; |
• | the fact that our sponsor, officers, directors and RBC have agreed to vote in favor of the initial business combination we propose regardless of how our public stockholders vote: |
• | our public shareholders’ ability to exercise redemption rights, including your ability to effect an investment decision only by redeeming shares for cash; |
• | the requirement that we complete our initial business combination within 24 months and any potential leverage this could give prospective targets; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic; |
• | our pool of prospective target business, including our ability to select an appropriate target business and our expectations around the performance of the prospective target businesses; and |
• | our potential ability to obtain additional financing if necessary to complete our initial business combination. |
• | the possibility that NYSE may delist our securities from trading on its exchange; |
• | being declared an investment company under the Investment Company Act; |
• | our ability to amend the terms of warrants with approval of holders of at least 50% of the then outstanding public warrants in a manner that may be adverse to the holders thereof; |
• | our ability to redeem your unexpired warrants prior to their exercise at a time that would make them worthless; |
• | the grant of registration rights which may inhibit the completion of our initial business combination or adversely affect the market price of our Class A common stock; and |
• | potential lack of liquidity and trading of our securities. |
• | 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; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our sponsor, officers and directors losing their entire investment in us if our initial business combination is not completed; and |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination. |
• | being a blank check company with no operating history and no revenues; |
• | our ability to comply with changing laws and regulations; |
• | data privacy and security breaches; and |
• | acquiring and operating a business in foreign countries. |
Item 1. |
Business |
• | Size: Companies that alone, or through a strategic combination with another company, have an equity valuation between $500 million to $2.0 billion. |
• | Sector: Targets in large, growing markets with favorable end market dynamics such as high fragmentation and secular tailwinds. We may target companies that operate in industries that can potentially benefit from scale and synergies from consolidation. As part of our consideration, we may also target ESG-oriented companies that seek to reduce company and/or societal carbon footprints, such as companies participating in the societal shift away from fossil fuels. We will seek to leverage our management team’s experience in the broader technology, healthcare, business services, and financial services domains to identify potential companies. We will also seek to leverage our management team’s experience in identifying targets that are either disruptors in their space or are faced with technological disruption. |
• | Competitive Differentiation: Acquisition targets that have a unique value proposition and are leaders, visionaries or growing niche players in their respective industries. Demonstrated competitive advantages may include large and sticky customer base, global footprint, significant assets and/or IP, first mover advantage within a sector, or highly skilled labor. |
• | Management Team: Companies with strong management teams with established track records who would further benefit from our network and expertise. |
• | Financial Profile: Businesses that have growing revenue streams, recurring or highly visible revenue models, low levels of leverage, and already have, or have the potential to generate, stable and increasing free cash flow. |
• | Value Creation Opportunities: Opportunities that are best positioned to benefit from our management team’s decades of practical experience executing operating turnarounds, helping companies realize their full potential through significantly scaling businesses, strategically repositioning them, and expanding operations to establish a global presence. |
Item 1A. |
Risk Factors |
• | may significantly dilute the equity interest of investors in this offering; |
• | may subordinate the rights of holders of 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 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 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, 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; |
• | 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. |
• | 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 difficult commercial and legal requirements of the overseas market; |
• | 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; |
• | changes in local regulations as part of a response COVID-19; |
• | 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; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars; |
• | deterioration of political relations with the United States; |
• | obligatory military service by personnel; and |
• | government appropriation of assets. |
• | 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 other rules and regulations that we are not currently subject to. |
• | we have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE; |
• | 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. |
Item 1B. |
Unresolved Staff Comments |
Item 2. |
Properties |
Item 3. |
Legal Proceedings |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Item 6. |
Selected Financial Data |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
Item 8. |
Financial Statements and Supplementary Data. |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A. |
Controls and Procedures |
Item 9B. |
Other Information |
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance |
Name |
Age | Title | ||||
John Michael Lawrie |
68 | Chief Executive Officer, President, Chairman | ||||
David Johnson |
68 | Chief Financial Officer and Director | ||||
Jonathan Morris |
45 | Chief Development Officer | ||||
Kristin Muhlner |
51 | Director | ||||
Edward Ho |
59 | Director | ||||
Zainabu Oke |
54 | Director |
• | audits of our financial statements; |
• | the integrity of our financial statements; |
• | our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures; |
• | the qualifications, engagement, compensation, independence and performance of our independent registered public accounting firm; and |
• | the performance of our internal audit function. |
• | determining and approving the compensation of our executive officers; and |
• | reviewing and approving incentive compensation and equity compensation policies and programs. |
• | identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; |
• | developing, recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
• | None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our sponsor, officers, directors and an affiliate of our sponsor have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our sponsor, officers, directors and such affiliate of our sponsor have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months from the completion of the Initial Public Offering. However, if our sponsor, officers, directors and such affiliate of our sponsor acquire public shares of our common stock, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the Trust Account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by the Initial Stockholders until the earliest to occur of: (A) one year after the completion of our initial business combination; (B) subsequent to our initial business combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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; and (C) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor, officers, directors and such affiliate of our sponsor may directly or indirectly own common stock and warrants following the Initial Public Offering, our officers and directors 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 negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular 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 was included by a target business as a condition to any agreement with respect to our initial business combination. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
John Michael Lawrie | TLG Capital Management | Private Equity Fund | Chief Executive Officer and Portfolio Manager | |||
TLG Fund I, LP | Private Equity Fund | Chief Executive Officer | ||||
The Lawrie Group, LLC | Investment Management | Chief Executive Officer | ||||
David Johnson | Mphasis Limited | Technology Services | Director | |||
Jonathan Morris | FreeCast, Inc. | Technology Services | Chief Financial Officer, Director | |||
Kristin Muhlner | Computer Services, Inc. | Technology Services | Director | |||
Affect Therapeutics | Addiction Treatment | Chief Executive Officer | ||||
Edward Ho | QuadraGen, LLC |
Technology Services | Chairman | |||
Zainabu Oke | Car Care Automotive Services | Automotive Services | General Manager, Vice President |
Item 11. |
Executive Compensation |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Class A Common Stock |
Class F Common Stock |
|||||||||||||||||||
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned (2) |
Approximate Percentage of Class |
Approximate Percentage of Voting Control |
||||||||||||||||
Name and Address of Beneficial Owner (1) |
||||||||||||||||||||
TLG Acquisition Founder LLC (3) |
9,360,869 | 93.6 | 19.0 | |||||||||||||||||
John Michael Lawrie |
9,860,869 | (4) |
98.6 | 19.8 | ||||||||||||||||
David Johnson |
— | (5) |
— | — | ||||||||||||||||
Jonathan Morris |
— | — | — | |||||||||||||||||
Kristin Muhlner |
46,377 | * | * | |||||||||||||||||
Edward Ho |
46,377 | * | * | |||||||||||||||||
Zainabu Oke |
23,189 | * | * | |||||||||||||||||
All officers and directors as a group (6 individuals) |
9,976,812 | 99.7 | 20 |
* | Less than one percent |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is 515 North Flagler Drive, Suite 520, West Palm Beach, FL 33401. |
(2) | Interests shown consist solely of founders shares, classified as shares of Class F common stock. The founder shares will convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one |
(3) | Represents the interests directly held by TLG Acquisition Founder LLC. The members of TLG Acquisition Founder LLC are TLG Capital Partners, LLC, a Delaware limited liability company, which has a 60% membership interest in TLG Acquisition Founder LLC and whose sole member is Mr. Lawrie, and Fenway 07 LLC, a Delaware limited liability company, which has a 40% membership interest in TLG Acquisition Founder LLC and is 99% owned by Mr. Johnson and 1% owned and managed by his spouse. |
(4) | Represents 9,360,869 shares of Class F common stock held by our sponsor and 500,000 shares of Class F common stock held by TLG Fund I, LP and includes 100,000 founder shares that the sponsor has agreed to make available as incentive compensation to the independent directors who source our initial business combination. The shares held by our sponsor are beneficially owned by Mr. Lawrie, the Chairman of the Board of Directors, Chief Executive Officer and President, and the manager of our sponsor, who has sole voting and dispositive power over the shares held by our sponsor. The shares held by TLG Fund I, LP are beneficially owned by Mr. Lawrie, the manager of the general partner of TLG Fund I, LP, who has sole voting and dispositive power over the shares held by TLG Fund I, LP. Mr. Lawrie disclaims beneficial ownership of the shares held by our sponsor and TLG Fund I, LP except to the extent of his pecuniary interest therein. |
(5) | Does not include any shares indirectly owned by this individual as a result of his indirect membership interest in our sponsor. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
Item 14. |
Principal Accounting Fees and Services |
Item 15. |
Exhibits, Financial Statement Schedules |
(1) | Financial Statements |
(2) | Financial Statement Schedules |
(3) | The following Exhibits are filed or incorporated by reference as part of this report: |
* | Filed herewith |
** | Furnished herewith |
Item 16. |
Form 10-K Summary |
TLG ACQUISITION ONE CORP. | ||||||
Date: March 25, 2022 | By: | /s/ John Michael Lawrie | ||||
John Michael Lawrie | ||||||
Chief Executive Officer (Principal Executive Officer) |
Signature |
Title |
Date | ||
/s/ John Michael Lawrie John Michael Lawrie |
Chief Executive Officer, Director (Principal Executive Officer) | March 25, 2022 | ||
/s/ David Johnson David Johnson |
Chief Financial Officer (Principal Financial and Accounting Officer) | March 25, 2022 | ||
/s/ Zainabu Oke Zainabu Oke |
||||
Director | March 25, 2022 | |||
/s/ Kristin Muhlner Kristin Muhlner |
Director | |||
March 25, 2022 | ||||
/s/ Edward Ho Edward Ho |
Director | |||
March 25, 2022 |
Page No. | ||||
F-1 | ||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 |
/s/ |
We have served as the Company’s auditor since 2020. |
March 25 , 2022 |
PCAOB ID Number |
December 31, 2021 |
December 31, 2020 |
|||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
— | |||||||
|
|
|
|
|||||
Total current assets |
||||||||
Investments held in Trust Account |
— | |||||||
Deferred offering costs |
— | |||||||
|
|
|
|
|||||
Total Assets |
$ |
$ |
||||||
|
|
|
|
|||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit): |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Working Capital Loan - related party |
— | |||||||
Franchise tax payable |
||||||||
Note Payable - related party |
— | |||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Derivative warrant liabilities |
— | |||||||
Deferred underwriting commissions |
— | |||||||
|
|
|
|
|||||
Total Liabilities |
||||||||
Commitments and Contingencies |
||||||||
Class A common stock subject to possible redemption, $ - |
— | |||||||
Stockholders’ Equity (Deficit): |
||||||||
Preferred stock, $ |
— | |||||||
Class A common stock, $ non-redeemable shares issued and outstanding as of December 31, 2021 and 2020, respectively |
— | |||||||
Class F 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 Year Ended December 31, 2021 |
For the Period From October 2, 2020 (inception) through December 31, 2020 |
|||||||
General and administrative expenses |
$ | $ | ||||||
General and administrative expenses - related party |
||||||||
Franchise tax expenses |
||||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
Offering costs associated with derivative warrant liabilities |
( |
) | ||||||
Change in fair value of derivative warrant liabilities |
||||||||
Income from investments held in Trust Account |
||||||||
|
|
|
|
|||||
Earnings before income taxes |
( |
) | ||||||
Income tax expense |
||||||||
|
|
|
|
|||||
Net income (loss) |
$ | $ | ( |
) | ||||
|
|
|
|
|||||
Weighted average shares outstanding of Class A common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net income per share, Class A common stock |
$ | $ | ||||||
|
|
|
|
|||||
Weighted average shares outstanding of Class F common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class F common stock |
$ | $ | ( |
) | ||||
|
|
|
|
Common Stock |
Total |
|||||||||||||||||||||||||||
Class A |
Class F |
Additional Paid-In Capital |
Accumulated Deficit |
Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Equity (Deficit) |
||||||||||||||||||||||||
Balance - October 2, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class F common stock to Sponsor |
|
|
||||||||||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
Total |
|||||||||||||||||||||||||||
Class A |
Class F |
Additional Paid-In |
Accumulated |
Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
||||||||||||||||||||||
Balance - January 1, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2021 |
For the Period From October 2, 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: |
||||||||
General and administrative expenses paid by related party under note payable |
||||||||
Offering costs allocated to derivative warrant liabilities |
— | |||||||
Change in fair value of derivative warrant liabilities |
( |
) | — | |||||
Income from investments held in Trust Account |
( |
) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | — | |||||
Accounts payable |
— | |||||||
Accrued expenses |
— | |||||||
Franchise tax payable |
||||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ||||||
|
|
|
|
|||||
Cash Flows from Investing Activities |
||||||||
Cash deposited in Trust Account |
( |
) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) | — | |||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Repayment of note payable to related party |
( |
) | ||||||
Proceeds received from initial public offering, gross |
— | |||||||
Proceeds received from private placement |
— | |||||||
Working Capital Loan - related party |
— | |||||||
Offering costs paid |
( |
) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Net change in cash |
||||||||
Cash - beginning of the period |
— | |||||||
|
|
|
|
|||||
Cash - end of the period |
$ |
$ |
||||||
|
|
|
|
|||||
Supplemental disclosure of noncash activities: |
||||||||
Deferred offering costs included in accrued expenses |
$ | $ | — | |||||
Deferred offering costs paid by related party under promissory note |
$ | $ | — | |||||
Accounts payable paid through promissory note |
$ | $ | — | |||||
Deferred underwriting commissions in connection with the initial public offering |
$ | $ | — | |||||
Deferred offering costs paid in exchange for issuance of Class F common stock to |
||||||||
Sponsor |
$ | $ | ||||||
Deferred offering costs included in accounts payable |
$ | $ | ||||||
Deferred offering costs included in accrued expenses |
$ | $ | ||||||
Deferred offering costs included in note payable |
$ | $ |
• | 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 Year Ended December 31, 2021 |
||||||||
Class A |
Class F |
|||||||
Basic and diluted net income per common stock: |
||||||||
Numerator: |
||||||||
Allocation of net income |
$ | $ | ||||||
Denominator: |
||||||||
Basic and diluted weighted average common stock outstanding |
||||||||
|
|
|
|
|||||
Basic and diluted net income per common stock |
$ | $ | ||||||
|
|
|
|
For the Period From October 2, 2020 (inception) through December 31, 2020 |
||||||||
Class A |
Class F |
|||||||
Basic and diluted net loss per common stock: |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ | $ | ( |
) | ||||
Denominator: |
||||||||
Basic and diluted weighted average common stock outstanding |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per common stock |
$ | $ | ( |
) | ||||
|
|
|
|
Gross proceeds from Initial Public Offering |
$ | |||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A common stock subject to possible redemption |
( |
) | ||
Plus: |
||||
Accretion on Class A common stock subject to possible redemption amount |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ | |||
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of Class A common stock equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the last reported sale price of Class A common stock equals or exceeds $ |
• | if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) 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 issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the after written notice of redemption is given. |
Significant Other |
Significant Other |
|||||||||||
Quoted Prices in Active Markets |
Observable Inputs |
Unobservable Inputs |
||||||||||
Description |
(Level 1) |
(Level 2) |
(Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account - Money market fund |
$ | $ | — | $ | — | |||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities - Public warrants |
$ | — | — | |||||||||
Derivative warrant liabilities - Private placement warrants |
$ | — | $ | — | $ | |||||||
Working Capital loan - related party |
$ | — | $ | — | $ |
December 31, 2021 |
||||
Exercise price |
$ | |||
Stock price |
$ | |||
Term (yrs) |
||||
Volatility |
% | |||
Risk-free rate |
% |
Derivative Warrant Liabilities | Working Capital Loans-Related Party |
|||||||
Level 3 - Instruments January 1, 2021 |
$ | — | $ | — | ||||
Issuance of Public and Private Placement Warrants |
— | |||||||
Transfer of Public Warrants to Level 1 |
( |
) | — | |||||
Change in fair value of derivative warrant liabilities |
— | |||||||
Level 3 - Instruments at March 31, 2021 |
— | |||||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||
Working capital loan - related party |
||||||||
Level 3 - Instruments at June 30, 2021 |
||||||||
Change in fair value of derivative warrant liabilities |
( |
) | — | |||||
Working capital loan - related party |
— | |||||||
Level 3 - Instruments at September 30, 2021 |
||||||||
Change in fair value of derivative warrant liabilities |
( |
) | — | |||||
Working capital loan - related party |
— | |||||||
Level 3 - Instruments at December 31, 2021 |
$ | $ | ||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Current |
||||||||
Federal |
$ | $ | ||||||
State |
||||||||
Deferred |
||||||||
Federal |
( |
) | ( |
) | ||||
State |
||||||||
Valuation allowance |
||||||||
Income tax provision |
$ | $ | ||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Deferred tax assets: |
||||||||
Start-up/Organization costs |
$ | $ | ||||||
Net operating loss carryforwards |
||||||||
Total deferred tax assets |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Deferred tax asset, net of allowance |
$ | — | $ | — | ||||
December 31, 2021 |
December 31, 2020 |
|||||||
Statutory federal income tax rate |
% | % | ||||||
Change in fair value of derivative warrant liabilities |
( |
)% | % | |||||
Transaction costs allocated to derivative warrant liabilities |
% | % | ||||||
Merger costs |
( |
)% | % | |||||
Change in valuation allowance |
% | ( |
)% | |||||
Income Taxes Benefit |
% | % | ||||||