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 Number) | |
(Address of principal executive offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||
one-fourth of one redeemable warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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CERTAIN TERMS | ii | |||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | iv | |||||
SUMMARY OF RISK FACTORS | vi | |||||
PART I | 1 | |||||
Item 1. | 1 | |||||
Item 1A. | 32 | |||||
Item 1B. | 87 | |||||
Item 2. | 87 | |||||
Item 3. | 87 | |||||
Item 4. | 87 | |||||
PART II | 88 | |||||
Item 5. | 88 | |||||
Item 6. | 90 | |||||
Item 7. | 90 | |||||
Item 7A. | 98 | |||||
Item 8. | 98 | |||||
Item 9. | 98 | |||||
Item 9A. | 98 | |||||
Item 9B. | 99 | |||||
Item 9C. | 99 | |||||
PART III | 100 | |||||
Item 10. | 100 | |||||
Item 11. | 113 | |||||
Item 12. | 114 | |||||
Item 13. | 115 | |||||
Item 14. | 117 | |||||
PART IV | 119 | |||||
Item 15. | 119 | |||||
Item 16. | 120 |
• | “second amended and restated memorandum and articles of association” are to the second amended and restated memorandum and articles of association that the company adopted prior to the consummation of our initial public offering; |
• | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
• | “forward purchase agreement” are to the forward purchase agreement providing for the sale of forward purchase units by us to an affiliate of our sponsor in a private placement that will close concurrently with the closing of our initial business combination; |
• | “forward purchase securities” are to the forward purchase shares and forward purchase warrants; |
• | “forward purchase shares” are to the Class A ordinary shares included in the forward purchase units; |
• | “forward purchase units” are to the units to be issued to an affiliate of our sponsor pursuant to the forward purchase agreement; |
• | “forward purchase warrants” are to the warrants to purchase our Class A ordinary shares included in the forward purchase units; |
• | “founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
• | “initial shareholders” are to holders of our founder shares prior to our initial public offering; |
• | “management” or our “management team” are to our executive officers and directors; |
• | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
• | “private placement warrants” are to the warrants that were issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and warrants that may be issued upon conversion of working capital loans, if any; |
• | “public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); |
• | “public shareholders” are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that our initial shareholders’ and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• | “sponsor” are to Arctos NorthStar Acquisition Holdings, LLC, a Delaware limited liability company; |
• | “warrants” are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent that they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and |
• | “we,” “us,” “our,” “company” or “our company” are to Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company. |
• | 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; |
• | the proceeds of the forward purchase units being available to us; |
• | 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 recent 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 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 following our initial public offering. |
• | We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Past performance by our management team, Arctos Sports Partners or their respective affiliates may not be indicative of future performance of an investment in us. |
• | Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. |
• | The requirement that we consummate an initial business combination within 24 months after the closing of our initial public offering may give potential target companies leverage over us in negotiating a business combination transaction and may limit the time we have in which to conduct due diligence on potential business combination candidates, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. |
• | Our search for a business combination, and any target companies with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19). |
• | If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants. |
• | The ability of our public shareholders to redeem 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 a business combination with a target. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | The NYSE 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. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. |
• | If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of our initial public offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. |
Item 1. |
Business |
• | leverage our management team and Arctos Sports Partners’ wealth of knowledge of the sports, sports entertainment, media, data analytics and related sectors to identify promising subsectors and market-leading companies within them; |
• | leverage the transactional experience of our management team and Arctos Sports Partners to effectuate a transaction; |
• | support and prepare potential targets to succeed as public companies and take advantage of differentiated opportunities offered by the public markets; and |
• | support the combination target or targets at the board level, providing guidance on organic and accretive value creation opportunities to capitalize on the opportunities offered in the sports industry and related sectors. |
• | Sports franchises that would benefit from a strategic operational partner and access to capital; |
• | Businesses involved in the technology-enabled extensions of the sports, media and entertainment sectors, including legalized sports betting and gambling, wellness, virtual reality, OTT and on-demand content, digital health and safety, digital ticketing, digital infrastructure, data analytics, esports, video games and several supporting business extensions; |
• | Businesses that operate in and expand the nexus between fan participation and interaction with professional athletes; |
• | Late-stage privately backed businesses (venture, growth equity and private equity), accelerating their IPO plans; |
• | Businesses that have been impacted by COVID-19 that are fundamentally strong in a non-pandemic environment that can benefit from (i) our business development capabilities, (ii) liquidity, and/or (iii) access to the public markets; |
• | Businesses that would benefit from enhanced liquidity and more efficient capital allocation; |
• | Businesses that exhibit, or have the potential to develop, fundamentally sound financial performance, with visibility into revenue and cash flow growth and relatively predictable future financial performance; |
• | Businesses that have a defensible market position with differentiated product offerings, technology, assets, distribution channels, supply chain capabilities or other sustainable competitive advantages; |
• | Businesses that can serve as a platform for both organic and acquisitive growth; |
• | Businesses that are led by a high-quality management team with a strong track record; and |
• | Businesses that are open to enhancing the existing management team’s strengths with additional talent through our network. |
• | a management team with a long track record of attaining opportunities through propriety transaction sources and a wide network of relationships; |
• | a management team with industry-leading experience in sectors focused on sports, sports entertainment, media, data analytics and related sectors; |
• | our relationship with Arctos Sports Partners, a sponsor with extensive capital-raising experience and relationships with institutional capital providers supported by an experienced and large investment team that will assist in all aspects of transaction execution; and |
• | flexible execution capabilities to structure customized and complex transactions that maximize shareholder value, mitigate risk and allocate resources efficiently for attractive returns. |
• | 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 NYSE 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. |
Item 1A. |
Risk Factors |
• | 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. |
• | In addition, we may have imposed upon us burdensome requirements, including: |
• | 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. |
• | 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. |
• | may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | 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. |
• | 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. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | 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 |
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 Shareholder Matters and Issuer Purchases of Equity Securities |
Item 6. |
[Reserved] |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | 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 our 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; and |
• | may adversely affect prevailing market prices for our Class A ordinary shares and/or 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 security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our 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. |
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 Directors and Executive Officers |
Name |
Age |
Position | ||
David O’Connor | 63 | Director and Chairman of the Board | ||
Theo Epstein | 48 | Director Chief Executive Officer | ||
Ian Charles | 44 | Director | ||
John Vedro | 46 | Chief Financial Officer | ||
Tomago Collins | 50 | Director | ||
Xavier Gutierrez | 48 | Director | ||
Meredith McPherron | 54 | Director | ||
Jared Smith | 44 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our President’s, Chief Financial Officer’s and Chief Operating Officer’s, evaluating our President’s, Chief Financial Officer’s and Chief Operating Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Operating Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and 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 | |||
David O’Connor | Arctos Sports Partners (1) | Investment fund | Managing Partner; Member of Board of Directors | |||
Premier League Lacrosse | Professional Sports League | Member of Board of Directors | ||||
Ian Charles | Arctos Sports Partners (1) | Investment Fund | Managing Partner; Member of Board of Directors | |||
John Vedro | Arctos Sports Partners (1) | Investment Fund | Chief Financial Officer & Chief Compliance Officer | |||
Theo Epstein | Arctos Sports Partners(1) | Investment Fund | Executive in Residence | |||
Major League Baseball | Professional Sports League | Consultant |
Tomago Collins | Kroenke Sports & Entertainment | Sports and Entertainment Investment Company | Executive Vice President of Communications and Business Development | |||
Republic Services, Inc. | Recycling & Waste Solutions | Member of Board of Directors; Audit Committee Member | ||||
Clear Secure, Inc. | Services-Prepackaged Software | Member of Board of Directors | ||||
William Rowland Acquisition Corp. | SPAC | Member of Board of Directors | ||||
Xavier Gutierrez | Clearlake Capital Group | Private Equity Fund | Member of Executive Council | |||
Arizona Coyotes Hockey Club | Professional Sports Team | President & Chief Executive Officer; Alternate Governor | ||||
Trinitas Capital Management | Investment Management Firm | Member of Board of Directors | ||||
Commercial Bank of California | Financial Services; Commercial Banking | Member of Board of Directors | ||||
Janus International Group, Inc. | Industrial | Member of Board of Directors | ||||
Meredith McPherron | DRIVE by Draft Kings | Venture Capital Fund | Chief Executive Office; Managing Partner | |||
BFY Brands, Inc. | Health Foods Products | Member of Board of Directors | ||||
Global Newborn Solutions | Neonatal Survival | Member of Board of Directors | ||||
Jared Smith | Athlon Acquisition Corp. | SPAC | Member of Board of Directors | |||
Elevate Sports Ventures | Live Event Venue Marketing | Board Advisor | ||||
Alterra Mountain Company | Hospitality | President |
(1) | Includes certain of its funds, other affiliates 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 subscribed for founder shares prior to our initial public offering and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering. |
• | Our sponsor and each member of our management team have entered into 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 second 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 our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. |
Item 11. |
Executive Compensation |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
• | each of our executive officers and directors that beneficially owns our ordinary share; and |
• | all our executive officers and directors as a group. |
Class B ordinary shares |
Class A ordinary shares |
|
||||||||||||||||||
Name of Beneficial Owners (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Voting Control |
|||||||||||||||
Directors and Officers |
||||||||||||||||||||
David O’ Connor(2)(3)(4) |
7,806,250 | 98.7 | % | — | — | 19.7 | % | |||||||||||||
Ian Charles(2)(3)(4) |
7,806,250 | 98.7 | % | — | — | 19.7 | % | |||||||||||||
John Vedro(4) |
— | — | — | — | — | |||||||||||||||
Theo Epstein(4) |
— | — | — | — | — | |||||||||||||||
Tomago Collins(4) |
25,000 | * | — | — | * | |||||||||||||||
Xavier Gutierrez4) |
25,000 | * | — | — | * | |||||||||||||||
Meredith McPherron(4) |
25,000 | * | — | — | * | |||||||||||||||
Jared Smith(4) |
25,000 | * | — | — | * |
All officers and directors as a group (8 individuals) |
7,806,250 | 100 | % | — | — | 20.0 | % | |||||||||||||
Holders of more than 5% of our outstanding ordinary shares |
||||||||||||||||||||
Arctos NorthStar Acquisition Holdings, LLC (our sponsor) (2)(3) |
7,806,250 | (3) |
98.7 | % | — | — | 19.7 | % | ||||||||||||
Glazer Capital, LLC(5) |
— | — | 2,812,342 | (5) |
8.9 | % | 7.1 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is 2021 McKinney Avenue, #200, Dallas, Texas 75201. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof. Excludes Class A ordinary shares issuable pursuant to the forward purchase agreement, as such shares will only be issued concurrently with the closing of our initial business combination. Excludes Class A ordinary shares underlying the private placement warrants as such warrants are not exercisable until 30 days after the completion of our initial business combination. |
(3) | Arctos NorthStar Acquisition Holdings, LLC, our sponsor, is the record holder of such shares. Our sponsor is controlled by its managing member, which is indirectly controlled by David O’Connor and Ian Charles, with voting and investment discretion with respect to the ordinary shares held of record by our sponsor. David O’Connor and Ian Charles disclaim any beneficial ownership of the securities held by our sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
(4) | Information does not reflect interests held in our sponsor. |
(5) | Includes Class A ordinary shares beneficially held by Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”), and Mr. Paul J. Glazer (“Mr. Glazer”), who serves as the Managing Member of Glazer Capital, based solely on the Schedule 13G filed jointly by Glazer Capital and Mr. Glazer with the SEC on February 14, 2022. The business address of each of Glazer Capital and Mr. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
Item 14. |
Principal Accountant Fees and Services |
Item 15. |
Exhibits, Financial Statement Schedules |
(a) | The following documents are filed as part of this Annual Report on 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 Schedule |
(3) | Exhibits |
* | Filed herewith |
** | Furnished herewith |
(1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on February 26, 2021. |
(2) | Incorporated by reference to the registrant’s Registration Statement on Form S-1, filed with the SEC on February 5, 2021. |
Item 16. |
Form 10-K Summary |
March 31, 2022 | ARCTOS NORTHSTAR ACQUISITION CORP. | |||||
/s/ John Vedro | ||||||
Name: | John Vedro | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial Officer) |
/s/ Theo Epstein |
Chief Executive Officer (Principal Executive Officer) and Director | March 31, 2022 | ||
Theo Epstein | ||||
/s/ John Vedro |
Chief Financial Officer (Principal Financial and Accounting Officer) | March 31, 2022 | ||
John Vedro | ||||
/s/ David O’Connor |
Director | March 31, 2022 | ||
David O’Connor | ||||
/s/ Ian Charles |
Director | March 31, 2022 | ||
Ian Charles | ||||
/s/ Tomago Collin Tomago Collin |
Director | March 31, 2022 | ||
/s/ Xavier Gutierrez |
Director | March 31, 2022 | ||
Xavier Gutierrez | ||||
/s/ Meredith McPherron |
Director | March 31, 2022 | ||
Meredith McPherron | ||||
/s/ Jared Smith |
Director | March 31, 2022 | ||
Jared Smith |
Page No. |
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F-2 |
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Financial Statements: |
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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 |
December 31, |
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2021 |
2020 |
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Assets: |
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Current assets: |
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Cash |
$ | $ | — | |||||
Prepaid expenses |
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Total current assets |
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Investments held in Trust Account |
— | |||||||
Deferred offering costs associated with the initial public offering |
— | |||||||
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Total Assets |
$ |
$ |
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|||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit): |
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Current liabilities: |
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Accounts payable |
$ | $ | — | |||||
Accrued expenses |
||||||||
Accrued expenses - related party |
— | |||||||
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Total current liabilities |
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Deferred underwriting commissions |
— | |||||||
Derivative warrant liabilities |
— | |||||||
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Total liabilities |
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Commitments and Contingencies |
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Class A ordinary shares subject to possible redemption, $ - |
— | |||||||
Shareholders’ Equity (Deficit): |
||||||||
Preference shares, $ |
— | |||||||
Class A ordinary shares, $ non-redeemable shares issued or outstanding |
— | |||||||
Class B ordinary shares, $ |
||||||||
Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
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|||||
Total shareholders’ equity (deficit) |
( |
) | ||||||
|
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|||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) |
$ |
$ |
||||||
|
|
|
|
For the Year Ended December 31, 2021 |
For the Period from October 7, 2020 (inception) through December 31, 2020 |
|||||||
General and administrative expenses |
$ | $ | ||||||
General and administrative expenses—related party |
— | |||||||
Loss from operations |
( |
) | ( |
) | ||||
Other income (expenses): |
||||||||
Offering costs associated with derivative warrant liabilities |
( |
) | — | |||||
Loss upon issuance of private placement warrants |
( |
) | — | |||||
Change in fair value of derivative warrant liabilities |
— | |||||||
Income from investments held in Trust Account |
— | |||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted |
— | |||||||
Basic and diluted net income per share, Class A ordinary shares |
$ | $ | — | |||||
Weighted average shares outstanding of Class B ordinary shares, basic |
||||||||
Weighted average shares outstanding of Class B ordinary shares, diluted |
||||||||
Basic and diluted net income (loss) per share, Class B ordinary shares |
$ | $ | ( |
) | ||||
Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Equity (Deficit) |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Accretion of Class A ordinary shares subject to redemption |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | |||||||||||||||||||||||
|
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Balance - December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
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|
Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Equity |
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Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - October 7, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
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|
|
|
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|||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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|
For the Year Ended December 31, 2021 |
For the period from October 7, 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 promissory note |
— | |||||||
Loss upon issuance of private placement warrants |
— | |||||||
Offering costs associated with 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 |
— | |||||||
Accrued expenses - related party |
— | |||||||
|
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|||||
Net cash used in operating activities |
( |
) | — | |||||
|
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|||||
Cash Flows from Investing Activities: |
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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 |
— | |||||||
|
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|||||
Net increase in cash |
||||||||
Cash - beginning of the period |
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|||||
Cash - end of the period |
$ |
$ |
||||||
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|
|||||
Supplemental disclosure of noncash financing activities: |
||||||||
Offering costs included in accrued expenses |
$ | $ | ||||||
Offering costs paid by related party under promissory note |
$ | $ | — | |||||
Deferred underwriting commissions |
$ | $ | — | |||||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | — | $ |
• | 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 |
For the Period from October 7, 2020 (inception) through December 31, 2020 |
|||||||||||||||
Class A ordinary shares |
Class B ordinary shares |
Class A ordinary shares |
Class B ordinary shares |
|||||||||||||
Basic net income (loss) per ordinary share: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss) - Basic |
$ | $ | $ | — | $ | ( |
) | |||||||||
Denominator: |
||||||||||||||||
Basic weighted average ordinary shares outstanding |
— | |||||||||||||||
Basic net income (loss) per ordinary share |
$ | $ | $ | — | $ | ( |
) | |||||||||
For the Year Ended December 31, 2021 |
For the Period from October 7, 2020 (inception) through December 31, 2020 |
|||||||||||||||
Class A ordinary shares |
Class B ordinary shares |
Class A ordinary shares |
Class B ordinary shares |
|||||||||||||
Diluted net income (loss) per ordinary share: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss) - Diluted |
$ | $ | $ | — | $ | ( |
) | |||||||||
Denominator: |
||||||||||||||||
Diluted weighted average ordinary shares outstanding |
— | |||||||||||||||
Diluted net income (loss) per ordinary share |
$ | $ | $ | — | $ | ( |
) | |||||||||
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of Class A ordinary shares equals or exceeds $ |
• | if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Gross proceeds from Initial Public Offering |
$ | |||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated at Class A ordinary shares subject to possible redemption |
( |
) | ||
Plus: |
||||
Accretion on Class A ordinary shares subject to possible redemption |
||||
|
|
|||
Class A ordinary shares subject to possible redemption |
$ | |||
|
|
Fair Value Measured as of December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Investments held in Trust Account |
$ | $ | — | $ | — | $ | ||||||||||
Liabilities: |
||||||||||||||||
Derivative warrant liabilities - public warrants |
$ | $ | — | $ | — | $ | ||||||||||
Derivative warrant liabilities - private placement warrants |
$ | — | $ | — | $ | $ |
As of February 25, 2021 |
As of December 31, 2021 |
|||||||
Share Price |
$ | $ | ||||||
Exercise Price |
$ | $ | ||||||
Option Term (in years) |
||||||||
Volatility |
||||||||
Risk-free interest rate |
||||||||
Expected Dividends |
Derivative warrant liabilities at January 1, 2021 |
$ | |||
Issuance of Public and Private Warrants |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Transfer of Public Warrants to a Level 1 measurement |
( |
) | ||
Derivative warrant liabilities at December 31, 2021 |
$ | |||