ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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1 |
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2 |
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4 |
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Item 1. |
4 |
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Item 1A. |
8 |
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8 |
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Item 1B. |
17 |
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Item 2. |
17 |
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Item 3. |
17 |
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Item 4. |
18 |
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19 |
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Item 5. |
19 |
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Item 6. |
21 |
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Item 7. |
21 |
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Item 7A. |
24 |
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Item 8. |
24 |
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Item 9. |
24 |
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Item 9A. |
24 |
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Item 9B. |
25 |
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Item 9C. |
25 |
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26 |
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Item 10. |
26 |
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Item 11. |
31 |
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Item 12. |
31 |
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Item 13. |
32 |
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Item 14. |
34 |
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35 |
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Item 15. |
35 |
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Item 16. |
36 |
• | “Business Combination” or “Transactions” refer to the Merger and the other transactions contemplated by the Merger Agreement. |
• | “Companies Act” refers to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; |
• | “directors” refer to our current directors; |
• | “EJF” or “EJF Capital” refer to EJF Capital LLC, a Delaware series limited liability company; |
• | “founder shares” refer to Class B ordinary shares initially purchased by our Sponsor in a private placement prior to the 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 as described herein; |
• | “initial shareholders” refer to holders of our founder shares prior to the initial public offering; |
• | “management” or our “management team” refer to our officers and directors; |
• | “Merger” refers to the merger of Merger Sub with and into EJFA, as contemplated by the Merger Agreement; |
• | “Merger Agreement” refers to that certain Agreement and Plan of Merger, dated as of September 15, 2021, by and among EJFA, Pagaya and Merger Sub; |
• | “Merger Sub” refers to Rigel Merger Sub Inc., a Cayman Islands exempted company and a direct, wholly-owned subsidiary of Pagaya; |
• | “ordinary shares” refer to our Class A ordinary shares and our Class B ordinary shares; |
• | “Pagaya” refers to Pagaya Technologies Ltd., a company organized under the laws of the State of Israel; |
• | “private placement warrants” refer to the warrants issued to our Sponsor in a private placement that closed simultaneously with the closing of the initial public offering; |
• | “public shares” refer to the Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market); |
• | “public shareholders” refer 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 shareholder’s and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• | “public warrants” refer to the warrants sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market); |
• | “SEC” refers to the U.S. Securities and Exchange Commission; |
• | “Sponsor” refers to Wilson Boulevard LLC, a Delaware limited liability company; and |
• | “warrants” refers to our public warrants and private placement warrants. |
• | our ability to consummate the Business Combination in a timely manner or at all; |
• | the uncertainty resulting from the COVID-19 pandemic; |
• | our expectations around performance subsequent to the Business Combination; |
• | the ability to implement business plans and other expectations after the consummation of the Business Combination; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our Business Combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business; |
• | our potential ability to obtain additional financing to complete our Business Combination; |
• | 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; |
• | risks related to data security and privacy; |
• | unexpected costs or expenses; |
• | the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed business combination contemplated thereby; |
• | the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of our shareholders or other conditions to closing in the Merger Agreement; and |
• | the other factors described elsewhere in this Annual Report, included under the headings “Item 1B. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” or as described in the other documents and reports we file with the SEC. |
ITEM 1. |
BUSINESS |
ITEM 1A. |
RISK FACTORS |
• | may significantly dilute the equity interest of investors in our initial public offering; |
• | 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 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. |
ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
ITEM 2. |
PROPERTIES |
ITEM 3. |
LEGAL PROCEEDINGS |
ITEM 4. |
MINE SAFETY DISCLOSURES |
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
(a) |
Market Information |
(b) |
Holders |
(c) |
Dividends |
(d) |
Securities Authorized for Issuance Under Equity Compensation Plans |
(e) |
Performance Graph |
(f) |
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings |
ITEM 6. |
[RESERVED] |
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. |
CONTROLS AND PROCEDURES |
ITEM 9B. |
OTHER INFORMATION |
ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name |
Age |
Title | ||
Emanuel J. Friedman |
75 | Chairman of the Board | ||
Neal Wilson |
56 | Vice Chairman, Director | ||
Kevin Stein |
60 | Chief Executive Officer, Director | ||
Thomas Mayrhofer |
49 | Chief Financial Officer | ||
Erika Gray |
34 | Chief Accounting Officer and Secretary | ||
Brian P. Brooks |
52 | Independent Director | ||
Joan C. Conley |
65 | Independent Director | ||
Campbell R. Dyer |
48 | Independent Director | ||
Robert Wolf |
60 | Independent Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |
• | 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 (1) the independent auditor’s internal quality-control procedures and (2) 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; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations S-K promulgated under the Exchange Act promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent auditors, 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’s based on such evaluation; |
• | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other 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 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. |
• | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; |
• | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of our company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
ITEM 11. |
EXECUTIVE COMPENSATION |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
• | each person known by us to be the beneficial owner of more than 5% of the outstanding ordinary shares; |
• | each of our named executive officers and directors; and |
• | all of our executive officers and directors as a group. |
Class A Ordinary Shares |
Class B Ordinary Shares |
Approximate |
||||||||||||||||||
Name (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Percentage of Outstanding Ordinary Shares |
|||||||||||||||
Wilson Boulevard LLC (our Sponsor) (2)(3) |
— | — | 6,927,500 | 96.4 | % | 19.3 | % | |||||||||||||
Emanuel J. Friedman (2)(4) |
— | — | 6,927,500 | 96.4 | % | 19.3 | % | |||||||||||||
Neal Wilson |
— | — | — | — | — | |||||||||||||||
Kevin Stein |
— | — | — | — | — | |||||||||||||||
Thomas Mayrhofer |
— | — | — | — | — | |||||||||||||||
Erika Gray |
— | — | — | — | — | |||||||||||||||
Brian P. Brooks (2) |
— | — | 40,000 | * | * | |||||||||||||||
Joan C. Conley (2) |
— | — | 40,000 | * | * | |||||||||||||||
Campbell R. Dyer (2) |
— | — | 40,000 | * | * | |||||||||||||||
Robert Wolf (2)(5) |
— | — | 40,000 | * | * | |||||||||||||||
all officers and directors as a group (9 individuals) (2) |
— | — | 7,087,500 | 98.6 | % | 19.7 | % | |||||||||||||
Citadel Advisors LLC (6) |
2,449,339 | 8.5 | % | — | — | 6.8 | % | |||||||||||||
Aristeia Capital, L.L.C. (7) |
1,484,855 | 5.2 | % | — | — | 4.1 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following is 2107 Wilson Boulevard, Suite 410, Arlington, Virginia 22201. |
(2) | Interests shown consist solely of EJFA Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one |
(3) | Wilson Boulevard LLC, the Sponsor, is the record holder of such shares. The managing member of the Sponsor is EJF Capital. EJF Capital may be deemed to have beneficial ownership of the shares. Certain of our officers and directors have invested in the LLC interests of the Sponsor. |
(4) | The managing member of the Sponsor is EJF Capital. Mr. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the shares over which EJF Capital may be deemed to be a beneficial holder. |
(5) | Represents Class B ordinary shares held through a limited liability company controlled by Mr. Wolf. |
(6) | Based on information contained in a Schedule 13G/A filed on February 14, 2022 by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively, the “Reporting Persons”) with respect to the EJFA Class A ordinary shares owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities. The Reporting Persons reported that they beneficially owned an aggregate of 2,449,339 shares of EJFA Class A ordinary shares. Specifically, (i) Citadel Advisors beneficially owns 2,439,389 EJFA Class A ordinary shares, (ii) CAH beneficially owns 2,439,389 EJFA Class A ordinary shares, (iii) CGP beneficially owns 2,439,389 EJFA Class A ordinary shares, (iv) Citadel Securities beneficially owns 9,950 EJFA Class A ordinary shares, (v) CALC4 beneficially owns 9,950 EJFA Class A ordinary shares, (vi) CSGP beneficially owns 9,950 EJFA Class A ordinary shares and (vii) Mr. Griffin beneficially owns 2,449,339 EJFA Class A ordinary shares. 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 business address of the Reporting Persons in this note is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
(7) | Based on information contained in a Schedule 13G filed on February 14, 2022 by Aristeia Capital, L.L.C. Aristeia Capital, L.L.C. is the investment manager of, and has voting and investment control with respect to the securities described herein held by, one or more private investment funds. The business address of Aristeia Capital, L.L.C. is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
For the Year Ended December 31, 2021 |
For the Period from December 22, 2020 to December 31, 2020 |
|||||||
Audit Fees (1) |
$ | 103,618 | $ | — | ||||
Audit-Related Fees (2) |
— | — | ||||||
Tax Fees (3) |
— | — | ||||||
All Other Fees (4) |
— | — | ||||||
|
|
|
|
|||||
Total |
$ | 103,618 | $ | — | ||||
|
|
|
|
(1) | Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. |
(2) | Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. |
(3) | Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. |
(4) | All Other Fees. All other fees consist of fees billed for all other services. |
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) | The following documents are filed as part of this Annual Report: |
(b) | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report. |
ITEM 16. |
FORM 10-K SUMMARY |
EJF ACQUISITION CORP. | ||||||
Date: March 30, 2022 | By: | /s/ Kevin Stein | ||||
Kevin Stein | ||||||
Chief Executive Officer |
Name |
Title |
Date | ||||||
/s/ Emanuel J. Friedman |
Chairman of the Board | March 30, 2022 | ||||||
Emanuel J. Friedman | ||||||||
/s/ Neal Wilson |
Vice Chairman and Director | March 30, 2022 | ||||||
Neal Wilson | ||||||||
/s/ Kevin Stein |
Chief Executive Officer and Director | March 30, 2022 | ||||||
Kevin Stein | (Principal Executive Officer) | |||||||
/s/ Thomas Mayrhofer |
Chief Financial Officer | March 30, 2022 | ||||||
Thomas Mayrhofer | (Principal Financial Officer) | |||||||
/s/ Erika Gray |
Chief Accounting Officer and Secretary | March 30, 2022 | ||||||
Erika Gray | (Principal Accounting Officer) | |||||||
/s/ Brian P. Brooks |
Director | March 30, 2022 | ||||||
Brian P. Brooks | ||||||||
/s/ Joan C. Conley |
Director | March 30, 2022 | ||||||
Joan C. Conley | ||||||||
/s/ Campbell R. Dyer |
Director | March 30, 2022 | ||||||
Campbell R. Dyer | ||||||||
/s/ Robert Wolf |
Director | March 30, 2022 | ||||||
Robert Wolf |
Page |
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Financial Statements of EJF ACQUISITION CORP.: (PCAOB ID: |
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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 |
December 31, 2021 |
December 31, 2020 |
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Assets |
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Current Assets |
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Cash on hand |
$ | $ | — | |||||
Deferred offering costs |
— | |||||||
Prepaid expenses |
— | |||||||
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Total current assets |
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Prepaid expenses -Non-current |
— | |||||||
Cash and Investments held in Trust Account |
— | |||||||
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Total assets |
$ | $ | ||||||
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Liabilities and Shareholders’ Equity (Deficit) |
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Current liabilities: |
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Accrued costs and expenses |
$ | $ | ||||||
Due to related party |
— | |||||||
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Total current liabilities |
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Warrant liability |
— | |||||||
Deferred underwriters’ discount |
— | |||||||
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Total liabilities |
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Commitments |
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Ordinary shares subject to possible redemption, |
— | |||||||
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 |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
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Total shareholders’ equity (deficit) |
( |
) | ||||||
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Total Liabilities and Shareholders’ Equity (Deficit) |
$ | $ | ||||||
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For the year ended December 31, 2021 |
For the period from December 22, 2020 (inception) through December 31, 2020 |
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Formation and operating costs |
$ | $ | ||||||
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Loss from operations |
( |
) | ( |
) | ||||
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Other income (loss) |
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Interest income on marketable securities held in trust |
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Offering cost allocated to warrants |
( |
) | ||||||
Excess of Private Placement Warrants fair value over purchase price |
( |
) | ||||||
Change in fair value of warrants liability |
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Total other income (loss) |
( |
) | ||||||
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Net loss |
$ | ( |
) | $ | ( |
) | ||
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Weighted average ordinary shares subject to possible redemption outstanding, basic and diluted |
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Basic and diluted net loss per ordinary share subject to possible redemption |
$ | ( |
) | $ | ||||
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Weighted average non-redeemable ordinary shares outstanding, basic and diluted |
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Basic and diluted net loss per non-redeemable ordinary share |
$ | ( |
) | $ | ( |
) | ||
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Class A Ordinary Shares |
Class B Ordinary Shares |
Additional |
Total |
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Shares |
Amount |
Shares |
Amount |
Paid-in Capital |
Accumulated Deficit |
Shareholders’ Equity (Deficit) |
||||||||||||||||||||||
Balance as of December 22, 2020 (inception) |
— |
$ |
— |
$ |
$ |
$ |
$ |
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Class B ordinary shares issued to Sponsor |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance as of December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Subsequent remeasurement under ASC480-10-S99 |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net Income |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance as of December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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For the Year Ended December 31, 2021 |
For the period from December 22, 2020 (inception) through December 31, 2020 |
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Cash flows from operating activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Interest earned on cash and Investments held in Trust Account |
( |
) | — | |||||
Offering costs allocated to warrants |
— | |||||||
Excess of Private Placement Warrants fair value over purchase price |
— | |||||||
Change in fair value of warrant liability |
( |
) | — | |||||
Changes in current assets and liabilities: |
— | |||||||
Prepaid assets |
( |
) | — | |||||
Accrued costs and expenses |
||||||||
Due to 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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Investment held in Trust Account |
( |
) | — | |||||
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Net cash used in investing activities |
( |
) | — | |||||
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Cash flows from financing activities: |
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Proceeds from initial public offering, net of underwriters’ discount |
— | |||||||
Proceeds from issuance of Private Placement Warrants |
— | |||||||
Proceeds of Promissory Note—Related Party |
— | |||||||
Payment of Promissory Note—Related Party |
( |
) | — | |||||
Payments of offering costs |
( |
) | — | |||||
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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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Supplemental disclosure of cash flow information: |
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Initial classification of warrant liability |
$ | $ | — | |||||
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Initial classification of Class A ordinary shares subject to possible redemption |
$ | $ | — | |||||
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Deferred underwriting commissions charged to additional paid in capital |
$ | $ | — | |||||
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Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | — | $ | |||||
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Deferred offering costs included in accrued expenses |
$ | — | $ | |||||
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For the Year Ended December 3 1 , 2021 |
For the period from December 22, 2020 (inception) through December 31, 2020 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net loss per stock: |
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Numerator: |
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Allocation of net loss |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
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Denominator: |
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Weighted-average shares outstanding |
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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. |
December 31, 2021 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Liabilities: |
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Warrant Liability-Public Warrants |
$ | $ | $ | $ | ||||||||||||
Warrant Liability-Private Warrants |
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$ |
$ |
$ |
$ |
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Private Placement Warrants |
Public Warrants |
Total Warrant Liabilities |
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Fair value as of December 22, 2020 (inception) |
$ |
$ |
$ |
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Initial measurement on March 1, 2021 |
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Change in fair value of warrant liabilities |
( |
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( |
) | ||||||||
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Transfer from level 3 to level 1 |
( |
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( |
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Fair value as of December 31, 2021 |
$ |
$ |
$ |
Gross proceeds from IPO |
$ | |||
Less: |
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Proceeds allocated to Public Warrants |
( |
) | ||
Ordinary share issuance costs |
( |
) | ||
Plus: |
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Accretion of carrying value to redemption value |
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Contingently redeemable ordinary share |
$ |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than 30 days’ prior written notice of redemption (the ”30-day redemption period”) to each warrant holder; and |
• | if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on and including the third business days prior to the date the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). |
• | in whole and not in part; |
• | for cash at a price of $ |
• | if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described below). |
December 31, 2021 |
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Exercise price |
$ | |||
Share price |
$ | |||
Volatility |
% | |||
Expected life of the options to convert |
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Risk-free rate |
% | |||
Dividend yield |
% |