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.) |
th Floor |
||
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Auditor Firm ID: |
Auditor Name: |
Auditor Location: |
5 | ||||
Item 1. |
5 | |||
Item 1A. |
11 | |||
Item 1B. |
39 | |||
Item 2. |
39 | |||
Item 3. |
39 | |||
Item 4. |
39 | |||
40 | ||||
Item 5. |
40 | |||
Item 6. |
40 | |||
Item 7. |
41 | |||
Item 7A. |
46 | |||
Item 8. |
46 | |||
Item 9. |
46 | |||
Item 9A. |
46 | |||
Item 9B. |
47 | |||
Item 9C. |
47 | |||
48 | ||||
Item 10. |
48 | |||
Item 11. |
52 | |||
Item 12. |
53 | |||
Item 13. |
54 | |||
Item 14. |
56 | |||
57 | ||||
Item 15. |
57 |
• | “Cantor” are to Cantor Fitzgerald & Co., the representative of the underwriters in our initial public offering; |
• | “Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share; |
• | “Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share; |
• | “Companies Act” are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; |
• | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
• | “founder shares” are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering, and the Class A ordinary shares issuable upon the conversion thereof as provided herein; |
• | “initial shareholders” are to our sponsor and any other holders of our founder shares prior to the initial public offering (or their permitted transferees); |
• | “management” or our “management team” are to our officers and directors; |
• | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares, collectively; |
• | “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering, which private placement warrants are identical to the warrants sold in our initial public offering, subject to certain limited exceptions; |
• | “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 the 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 each initial stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares; |
• | “public warrants” are to our redeemable warrants sold as part of the units in our initial public offering (whether they are purchased in the initial public offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or its permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial shareholders or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; |
• | “SEC” are to the U.S. Securities and Exchange Commission; |
• | “Securities Act” are to the Securities Act of 1933, as amended; |
• | “sponsor” are to CGC Sponsor LLC, a Cayman Islands limited liability company, an affiliate of Peter Yu, our Chief Executive Officer and Chairman; |
• | “units” are to the units sold in our initial public offering, each unit consists of one Class A ordinary share, and one-third of one redeemable warrant; |
• | “warrants” are to our redeemable warrants, which includes the public warrants as well as the private placement warrants; and |
• | “we,” “us,” “Company” or “our Company” are to Cartesian Growth Corporation. |
• | our ability to complete our business combination with the Target Companies; |
• | pool of prospective target businesses if our transaction with the Target Companies is not successfully consummated; |
• | our expectations around the performance of the 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, as a result of which they would then receive expense reimbursements; |
• | 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; |
• | the outcome of any known and unknown litigation and regulatory proceedings; or |
• | our financial performance. |
• | We are a newly incorporated exempted company with no operating history. |
• | The Proposed Business Combination (as defined herein) is subject to the satisfaction of certain conditions, which may not be satisfied on a timely basis, if at all. |
• | The impact and uncertainty resulting from the COVID-19 pandemic, the invasion of Ukraine by Russia and resulting sanctions and other events and risks (such as geopolitical unrest or a significant outbreak of other infectious diseases). |
• | The lack of opportunity to vote on our business combination. |
• | The lack of protections normally afforded to investors of blank check companies. |
• | Third-party claims reducing the per-share redemption price. |
• | Our shareholders being held liable for claims by third parties against us. |
• | Delay in receiving distributions from the trust account. |
• | The exercise of registration rights by our security holders may have an adverse effect on the market price of our Class A ordinary shares. |
• | Our initial shareholders controlling a substantial interest in us. |
• | Deviation from acquisition criteria and guidelines. |
• | The issuance of equity and/or debt securities to complete a business combination. |
• | Lack of working capital. |
• | Our ability to obtain additional financing. |
• | Our failure to enforce our sponsor’s indemnification obligations. |
• | Negative interest rate for securities in which we invest the funds held in the trust account. |
• | Resources spent researching acquisitions that are not consummated. |
• | Our dependence on key personnel. |
• | The past performance by our management team is not indicative of future performance of an investment in us. |
• | Conflicts of interest of our sponsor, officers and directors. |
• | The delisting of our securities by Nasdaq. |
• | Warrant holders are limited to exercising warrants only on a “cashless basis.” |
• | The ability to amend the terms of our warrants with the approval by the holders of at least 65% of the then outstanding public warrants. |
• | Shares being redeemed and warrants becoming worthless. |
• | The adverse effect of warrants on the market price of our Class A common stock. |
• | Our shareholders’ inability to vote or redeem their shares in connection with our extensions. |
• | Disadvantageous timing for redeeming warrants. |
• | The risk associated with completing a business combination with a company located in a foreign jurisdiction. |
• | Changes in laws or regulations, or our failure to comply with any laws and regulations. |
• | all representations and warranties of us and the PIPE Investor contained in the relevant PIPE Subscription Agreement will be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined in the PIPE Subscription Agreements), which representations and warranties will be true in all respects) at, and as of, the PIPE Closing; |
• | all conditions precedent to the Closing will have been satisfied or waived; and |
• | without the consent of the PIPE Investor, the Business Combination Agreement cannot be amended, modified or waived in a manner that reasonably would be expected to materially and adversely affect the economic benefits the PIPE Investor reasonably would expect to receive under the PIPE Subscription Agreement. |
• | we believe have meaningful and attractive high-growth potential, whether organic or inorganic; |
• | have been identified through a proprietary process rather than a competitive process; |
• | we believe have proven business models as we do not intend to assume risks of unproven technologies; |
• | have significant transnational operations or attractive potential for transnational operations; |
• | operate in a manner consistent with the United Nations Principles for Responsible Investment or can promptly be aligned to operate in accordance with such principles; |
• | are led by proven management teams; |
• | are owned in large part by a family, management team and/or sponsor that will retain a significant portion of the equity capital of the business after our initial business combination; |
• | are supportive of and welcome additional value-creation and institution-building efforts, including enhanced corporate governance and financial transparency, expanded business intelligence and strategic planning activity and improved risk management capabilities; and |
• | are willing to participate in our initial business combination on terms that will offer an attractive valuation for our shareholders. |
• | approval of several proposals by our shareholders; |
• | the shares of Class A Common Stock constituting the Proposed Business Combination consideration for the Alvarium shareholders shall have been approved for listing on Nasdaq subject to notice of official issuance; |
• | no order, statute, rule or regulation enjoining or prohibiting the consummation of the Proposed Business Combination being in effect; |
• | the Company having at least $5,000,001 of net tangible assets as of the closing of the Proposed Business Combination; |
• | the Form S-4 having become effective and no stop order being in effect; |
• | the receipt of certain regulatory approvals; and |
• | customary bring down conditions. |
• | 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; |
• | 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. |
• | rules and regulations or currency conversion or corporate withholding taxes on individuals and shareholders generally; |
• | laws governing the manner in which future business combinations may be effected; |
• | differing laws and regulations regarding exchange listing and delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | 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; |
• | inflation greater than that experienced in the United States; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | crime, strikes, riots, civil disturbances, terrorist attacks and wars, such as the recent invasion of Ukraine by Russia; and |
• | deterioration of political relations with the United States. |
• | 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 our investors; |
• | could cause a change of 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 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. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not currently subject to. |
i. | all representations and warranties of us and the PIPE Investor contained in the relevant PIPE Subscription Agreement will be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined in the PIPE Subscription Agreements), which representations and warranties will be true in all respects) at, and as of, the PIPE Closing; |
ii. | all conditions precedent to the Closing will have been satisfied or waived; and |
iii. | without the consent of the PIPE Investor, the Business Combination Agreement cannot be amended, modified or waived in a manner that reasonably would be expected to materially and adversely affect the economic benefits the PIPE Investor reasonably would expect to receive under the PIPE Subscription Agreement. |
Name |
Age |
Position | ||
Peter Yu | 60 | Chairman and Chief Executive Officer | ||
Gregory Armstrong | 44 | Chief Financial Officer and Director | ||
Elias Diaz Sese | 46 | Director | ||
Bertrand Grabowski | 65 | Director | ||
Daniel Karp | 44 | Director |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving on an annual basis the compensation of all of our other 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 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. |
• | 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; and |
• | all our executive officers and directors as a group. |
Class A Ordinary Shares |
Class B Ordinary Shares |
|||||||||||||||||||
Name and Address of Beneficial Owner (1) |
Amount and Nature of Beneficial Ownership |
Approximate Percentage of Class |
Amount and Nature of Beneficial Ownership |
Approximate Percentage of Class |
Approximate Percentage of Outstanding Ordinary Shares |
|||||||||||||||
CGC Sponsor LLC (2)(3) |
— | — | 8,550,000 | 99.1 | % | 19.8 | % | |||||||||||||
Peter Yu (2)(3) |
— | — | 8,550,000 | 99.1 | % | 19.8 | % | |||||||||||||
Gregory Armstrong |
— | — | — | — | — | |||||||||||||||
Elias Diaz Sese (2) |
— | — | 25,000 | * | * | |||||||||||||||
Bertrand Grabowski (2) |
— | — | 25,000 | * | * | |||||||||||||||
Daniel Karp (2) |
— | — | 25,000 | * | * | |||||||||||||||
All executive officers and directors as a group (5 individuals) |
— | — | 8,625,000 | 100 | % | 20.0 | % | |||||||||||||
Citadel Advisors LLC (4) |
1,725,000 | 5.0 | % | — | — | 4.0 | % |
* | Less than 1%. |
(1) | Unless otherwise indicated, the business address of each of the persons and entities listed above is 505 Fifth Avenue, 15 th Floor, New York, New York 10017. |
(2) | Interests shown consist solely of founder shares, which are classified as Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one |
(3) | Represents securities held by CGC Sponsor LLC, our sponsor. Pangaea Three-B, LP is the sole member of our sponsor, and is controlled by Peter Yu, our Chairman and Chief Executive Officer. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the securities held by our sponsor, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by our sponsor, except to the extent of his pecuniary interest therein. |
(4) | Based solely on an Amendment No. 1 to Schedule 13G jointly filed with the SEC on February 14, 2022, on behalf of Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin with respect to the shared beneficial ownership of the shares owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”) and Citadel Securities. Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. The address of the principal business office of each of these reporting persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
• | Payment to our sponsor of $10,000 per month, for up to 24 months, for office space, utilities, secretarial support and administrative services; |
• | Reimbursement for any out-of-pocket |
• | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto; but up to $1,500,000 of |
such loans may be convertible into warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of loans were so converted), at the option of the lender. The warrants would be identical to the private placement warrants, including, as to exercise price, exercisability and exercise period. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete a business combination, the loans may not be repaid. |
1. | Financial Statements |
2. | Financial Statement Schedules |
3. | Exhibits |
* | Filed herewith |
** | Furnished herewith |
(1) | Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2021 and incorporated by reference herein. |
(2) | Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2021 and incorporated by reference herein. |
(3) | Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (File No. 333-252784) on February 19, 2021 and incorporated by reference herein. |
INDEX TO FINANCIAL STATEMENTS |
||||
Page |
||||
F-2 |
||||
Financial Statements |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
December 31, 2021 |
December 31, 2020 |
|||||||
Assets |
||||||||
Cash |
$ | $ | ||||||
Prepaid Expenses |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Deferred offering costs |
||||||||
Cash and securities held in Trust Account |
||||||||
|
|
|
|
|||||
Total Assets |
$ | |
$ | |
||||
|
|
|
|
|||||
Liabilities and Shareholders’ Equity (Deficit) |
||||||||
Accounts payable |
$ | $ |
||||||
Accrued offering costs and expenses |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Deferred underwriting fee |
||||||||
Warrant liabilities |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
Commitments and Contingencies |
||||||||
Class A ordinary shares subject to possible redemption, |
||||||||
Shareholders’ Equity (Deficit) |
||||||||
Preference shares, $ |
||||||||
Class A ordinary shares, $ |
||||||||
Class B ordinary shares, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total shareholders’ equity ( D eficit) |
( |
) | ||||||
|
|
|
|
|||||
Total Liabilities and Shareholders’ Equity (Deficit) |
$ | $ | ||||||
|
|
|
|
(1) | On December 31, 2020, an aggregate of |
For the year ended December 31, 2021 |
For the period from December 18, 2020 (inception) through December 31, 2020 |
|||||||
Operating costs |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Other-income/(expense) |
||||||||
Interest earned on cash and marketable securities held in Trust Account |
||||||||
Offering costs allocated to warrants |
( |
) | ||||||
Excess of Private Warrants fair value over purchase price |
( |
) | ||||||
Change in fair value of warrant liability |
||||||||
|
|
|
|
|||||
Total other expense |
( |
) | ||||||
|
|
|
|
|||||
Net loss |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Weighted average shares outstanding; Class A ordinary shares |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class A ordinary shares |
( |
) | ||||||
|
|
|
|
|||||
Weighted average shares outstanding, Class B ordinary shares |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class B ordinary shares |
$ | ( |
) | $ | ||||
|
|
|
|
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholder’s Equity |
|||||||||||||||||
Shares (1) |
Amount |
|||||||||||||||||||
Balance as of December 18, 2020 (inception) |
$ |
$ |
$ |
$ |
||||||||||||||||
Class B ordinary shares issued to Sponsor |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2020 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
Class B ordinary shares issued to Sponsor |
— | — | ||||||||||||||||||
Accretion of ordinary shares subject to possible redemption |
( |
) | ( |
) | ( |
) | ||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | On December 31, 2020, an aggregate of |
For the Year Ended December 31, 2021 |
For the period from December 18, 2020 (inception) through December 31, 2020 |
|||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Interest earned on marketable securities held in Trust Account |
( |
) | ||||||
Offering costs allocated to warrants |
||||||||
Excess of Private Warrants fair value over purchase price |
||||||||
Change in fair value of warrant liability |
( |
) | ||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Accounts payable and accrued expenses |
||||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ||||||
|
|
|
|
|||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash in Trust Account |
( |
) | ||||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) | ||||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from sale of Units, net of underwriting commissions |
||||||||
Proceeds from sale of Private Warrants |
||||||||
Proceeds from issuance of promissory note to Sponsor |
||||||||
Payment on promissory issued to Sponsor |
( |
) | ||||||
Payment of deferred offering costs |
( |
) | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Net change in cash |
||||||||
|
|
|
|
|||||
Cash, beginning of period |
||||||||
|
|
|
|
|||||
Cash, end of the period |
$ | $ | ||||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Initial classification of Class A ordinary shares subject to possible redemption |
$ | $ | ||||||
|
|
|
|
|||||
Initial classification of warranty liability |
$ | $ | ||||||
|
|
|
|
|||||
Deferred underwriters’ discount payable charged to additional paid-in capital |
$ | $ | ||||||
|
|
|
|
|||||
Deferred offering costs included in accrued expenses |
$ | $ | |
|||||
|
|
|
|
|||||
Deferred offering costs paid by Sponsor in exchange for issuance of Founder Shares |
$ | $ | ||||||
|
|
|
|
Gross proceeds from public issuance |
$ | |||
Less: |
||||
Proceeds allocated to public warrants |
( |
) | ||
Class A ordinary shares issuance cost |
( |
) | ||
Add: |
||||
Accretion of carrying value to redemption value |
||||
Interest earned on Trust |
||||
|
|
|||
Class A ordinary shares subject to redemption |
$ |
|||
|
|
For the Year Ended December 31, 2021 |
For the period from December 18, 2020 (inception) through December 31, 2020 |
|||||||
Class A Ordinary Shares |
||||||||
Numerator: Net loss allocable to Class A ordinary shares |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Less: Allocation of net income to Class B ordinary shares |
( |
) | — | |||||
|
|
|
|
|||||
Proportionate share of net loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Denominator: Weighted Average Class A ordinary shares |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per share |
$ | ( |
) | $ | ||||
|
|
|
|
|||||
Class B Ordinary Shares |
||||||||
Numerator: Net loss allocable to Class B ordinary shares |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Less: Allocation of net income to Class A ordinary shares |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Proportionate share of net loss |
$ | ( |
) | $ | ||||
Denominator: Weighted Average Class B ordinary shares |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per share |
$ | ( |
) | $ | ||||
|
|
|
|
Level 1 – |
Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | |
Level 2 – |
Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. | |
Level 3 – |
Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
• | in whole and not in part; |
• | at a price of $0.01 per Warrant; |
• | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; |
• | if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations. and recapitalizations), for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and |
• | if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the Warrants. |
December 31, 2021 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
U.S. Money Market held in Trust Account |
$ | $ | $ | $ | ||||||||||||
Liabilities: |
||||||||||||||||
Public Warrants Liability |
||||||||||||||||
Private Warrants Liability |
||||||||||||||||
$ | $ | $ | $ | |||||||||||||
Fair Value at January 1, 2021 |
$ | |||
Initial fair value of public and private warrants |
||||
Transfer of public warrants to Level 1 |
( |
) | ||
Change in fair value |
( |
) | ||
Fair Value at December 31, 2021 |
$ | |||
(Initial Measurement) February 26, 2021 |
December 31, 2021 |
|||||||
Risk-free interest rate |
% | % | ||||||
Expected term remaining (years) |
||||||||
Expected volatility |
% | % | ||||||
Stock price |
$ | $ |
CARTESIAN GROWTH CORPORATION | ||
By: | /s/ Peter Yu | |
Name: Peter Yu | ||
Title: Chief Executive Officer |
Signature |
Title |
Date | ||||||
/s/ Peter Yu |
Chief Executive Officer Chairman of the Board of Directors |
|
March 17, 2022 | |||||
Peter Yu | ( Principal Executive Officer |
|||||||
/s/ Gregory Armstrong |
Chief Financial Officer and Director | March 17, 2022 | ||||||
Gregory Armstrong | ( Principal Financial and Accounting Officer) |
|||||||
/s/ Elias Diaz Sese |
Director | March 17, 2022 | ||||||
Elias Diaz Sese | ||||||||
/s/ Bertrand Grabowski |
Director | March 17, 2022 | ||||||
Bertrand Grabowski | ||||||||
/s/ Daniel Karp |
Director | March 17, 2022 | ||||||
Daniel Karp |