QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address Of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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1
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1
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2
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3
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4
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5
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Item 2.
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18
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Item 3.
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22 | |
Item 4.
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PART II. OTHER INFORMATION
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Item 1.
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23
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Item 1A.
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23
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Item 2.
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24
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Item 3.
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24 | |
Item 4.
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25 | |
Item 5.
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Item 6.
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Item 1. |
Financial Statements
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June 30, 2021
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December 31, 2020
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Assets
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(Unaudited)
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Current assets:
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Cash
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$
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$
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Prepaid expenses
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Total current assets
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Deferred offering costs
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Cash held in Trust Account
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Total Assets
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$
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$
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Liabilities and Shareholders’ Equity
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Current liabilities:
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Accounts payable
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$
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$
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Accrued expenses
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Due to related parties
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Note payable - related party
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Total current liabilities
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Derivative warrant liabilities
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Deferred underwriting commissions
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Total liabilities
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Commitments and Contingencies
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Class A ordinary shares, $
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Shareholders’ Equity (Deficit)
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Preference shares, $
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Class A ordinary shares, $
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Class B ordinary shares, $
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Additional paid-in capital
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Accumulated deficit
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(
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(
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Total shareholders’ equity (deficit)
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(
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)
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Total Liabilities and Shareholders’ Equity (Deficit)
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$
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$
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For the Three Months
Ended June 30, 2021
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For the Six Months
Ended June 30, 2021
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General and administrative expenses
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$
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$
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General and administrative expenses - related party
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Loss from operations
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(
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(
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Other income (expense):
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Change in fair value of derivative warrant liabilities
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(
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Offering costs – derivative warrant liabilities
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(
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Net loss
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$
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(
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$
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(
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Weighted average shares outstanding of Class A ordinary shares, basic and diluted
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Basic and diluted net loss per share, Class A redeemable ordinary share
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$
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$
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Weighted average shares outstanding of Class B ordinary shares, basic and diluted
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Basic and diluted net loss per share, Class B non-redeemable ordinary share
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$
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(
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$
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(
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Ordinary Shares
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Additional
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Retained Earnings
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Total
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Class A
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Class B
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Paid-in
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(Accumulated
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Shareholders'
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Shares
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Amount
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Shares
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Amount
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Capital
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Deficit)
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Equity (Deficit)
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Balance - December 31, 2020
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$
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$
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$
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$
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(
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$
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(
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Sale of units in initial public offering, less fair value of derivative warrant liabilities
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Offering costs
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-
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-
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(
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(
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Class A ordinary shares subject to possible redemption
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(
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(
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(
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(
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Net income
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-
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-
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Balance - March 31, 2021 (unaudited)
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Class A ordinary shares subject to possible redemption
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Net loss
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-
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-
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(
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(
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Balance - June 30, 2021 (unaudited)
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$
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$
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$
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$
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(
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$
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Cash Flows from Operating Activities:
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Net loss
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$
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(
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Adjustments to reconcile net loss to net cash used in operating activities:
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General and administrative expenses paid by Sponsor under promissory note
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Change in fair value of derivative warrant liabilities
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(
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Offering costs - derivative warrant liabilities
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Changes in operating assets and liabilities:
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Prepaid expenses
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(
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Accounts payable
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Accrued expenses
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Due to related party
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Net cash used in operating activities
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(
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Cash Flows from Investing Activities:
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Cash deposited in Trust Account
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(
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Net cash used in investing activities
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(
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Cash Flows from Financing Activities:
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Repayment of note payable to related party
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(
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Proceeds received from initial public offering, gross
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Proceeds received from private placement
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Offering costs paid
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(
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Net cash provided by financing activities
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Net change in cash
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Cash - beginning of the period
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Cash - end of the period
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$
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Supplemental disclosure of noncash investing and financing activities:
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Offering costs included in accrued expenses
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$
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Offering costs included in accounts payable | $ | |||
Offering costs paid by Sponsor under promissory note
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$
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Deferred underwriting commissions
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$
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Initial value of Class A ordinary shares subject to possible redemption, as corrected
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$
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Change in value of Class A ordinary shares subject to possible redemption, as corrected
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$
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• |
Level 1, defined as observable inputs such as
quoted prices (unadjusted) for identical instruments in active markets;
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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
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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.
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For the Three Months
Ended June 30, 2021
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For the Six Months Ended
June 30, 2021
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Class A ordinary shares
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Numerator: Income allocable to Class A redeemable ordinary shares
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Income from investments held in Trust Account
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$
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$
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Less: Company's portion available to be withdrawn to pay taxes
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Net income attributable to Class A ordinary shares
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$
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$
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Denominator: Weighted average Class A ordinary shares
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Basic and diluted weighted average shares outstanding, Class A ordinary shares
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Basic and diluted net income per share, Class A ordinary shares
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$
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$ | |||||
Class B ordinary shares
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Numerator: Net income (loss) minus net income allocable to Class A ordinary shares
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Net income (loss)
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$
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(
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$
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(
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Net income attributable to Class A redeemable ordinary shares
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Net income (loss) attributable to Class B ordinary shares
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$
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(
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$
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(
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Denominator: Weighted average Class B ordinary shares
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Basic and diluted weighted average shares outstanding, Class B ordinary shares
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Basic and diluted net loss per share, Class B non-redeemable ordinary share
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$
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(
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$
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(
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in whole and not in part;
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at a price of $
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upon a minimum of
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if, and only if, the last
reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $
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in whole and not in part;
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at $
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if, and only if, the closing
price of Class A ordinary shares equals or exceeds $
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if the closing price of the
Class A ordinary shares for any
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Description
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Quoted Prices in Active
Markets
(Level 1)
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Significant Other
Observable Inputs
(Level 2)
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Significant Other
Unobservable Inputs
(Level 3)
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Liabilities:
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Derivative warrant liabilities - Public warrants
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$
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$
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$
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Derivative warrant liabilities - Private placement warrants
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$
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$
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$
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Derivative warrant liabilities at December 31, 2020
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$
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Issuance of Public and Private Placement Warrants
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Transfer of Public Warrants to Level 1 measurement
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(
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Change in fair value of derivative warrant liabilities
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(
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Derivative warrant liabilities at March 31, 2021
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Transfer of Private Placement Warrants to Level 2 measurement
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Derivative warrant liabilities at June 30, 2021 | $ |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
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Item 4. |
Controls and Procedures
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Item 1. |
Legal Proceedings
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Item 1A. |
Risk Factors
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Item 3. |
Defaults upon Senior Securities
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Item 4. |
Mine Safety Disclosures.
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Item 5. |
Other Information.
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Item 6. |
Exhibits.
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Exhibit
Number
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Description
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Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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Dated: August 16, 2021
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DEEP LAKE CAPITAL ACQUISITION CORP.
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By:
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/s/ Michael Cyrus
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Name:
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Michael Cyrus
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Title:
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Chief Financial Officer
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(Duly Authorized Officer and Principal Financial and Accounting Officer)
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