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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(I.R.S. Employer Identification Number)
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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 No.
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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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Item 3.
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Item 4.
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PART II. OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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25 |
June 30, 2021
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Assets
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Current assets: |
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Cash
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$
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Prepaid expenses
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Total current assets
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Prepaid expenses, non-current
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Marketable securities held in Trust Account
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Total Assets
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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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Due to related party
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Total current liabilities
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Warrant liability
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Deferred underwriting discount
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Total liabilities
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Commitments
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Class A ordinary shares subject to possible redemption,
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Shareholders’ Equity:
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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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Retained earnings
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Total shareholders’ equity
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Total Liabilities and Shareholders’ Equity
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$
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For the Three Months
ended June 30, 2021
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For the Period from
January
7, 2021 (Inception)
through
June 30, 2021
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Formation and operating costs
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$
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$
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Loss from operations
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(
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)
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(
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)
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Other income (expense)
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Warrant issuance costs
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(
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)
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Change in fair value of warrant liability
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Trust interest income
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Total other income
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Net income
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$
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$
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Basic and diluted weighted average shares outstanding, ordinary share subject to redemption
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Basic and diluted net income per share
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$
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$
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Basic and diluted weighted average shares outstanding, ordinary share
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Basic and diluted net income per share
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$
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$
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Class A Ordinary Shares
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Class B Ordinary Shares
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Additional
Paid-in
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Retained earnings
(accumulated
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Total
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
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Balance as of January 7, 2021
(inception)
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$
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$
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$
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$
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$
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Class B ordinary shares issued to Sponsor
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Sale of
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Sale of
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Sale of
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-
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-
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Underwriting fee
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-
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-
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(
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(
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Deferred underwriting fee
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-
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-
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(
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(
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Offering costs charged to the shareholders’ equity
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-
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-
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(
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(
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Initial classification of warrant liability
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-
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-
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(
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(
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Reclassification of offering costs related to warrants
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-
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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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Change in 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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Balance as of March 31, 2021
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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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Forfeiture of Class B ordinary shares
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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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Change in 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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Balance as of June 30, 2021
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For the Period from January
7, 2021 (Inception) through
June 30, 2021
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Cash flows from Operating Activities:
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Net income
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$
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Adjustments to reconcile net income to net cash used in operating activities:
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Trust interest income
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( |
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Change in fair value of warrant liability
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(
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Warrant issuance costs
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Changes in current assets and current liabilities:
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Prepaid expenses
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(
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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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)
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Cash Flows from Investing Activities:
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Marketable securities held 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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Proceeds from Initial Public Offering, net of underwriters’ fees
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Proceeds from private placement
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Proceeds from issuance of founder shares
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Repayment to promissory note to related party
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(
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Payments of offering costs
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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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Deferred underwriting commissions charged to additional paid in capital
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$
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Initial value of Class A ordinary shares subject to possible redemption
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$
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Change in value of Class A ordinary shares subject to possible redemption
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$
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Initial classification of warrant liability
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$
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Deferred offering costs paid by Sponsor loan
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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
Period from
January 7,
2021
(Inception)
through
June 30, 2021
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Ordinary shares subject to possible redemption
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Numerator: net income allocable to ordinary shares subject to possible redemption amortized interest income on marketable securities held in trust
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$
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$
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Less: interest available to be withdrawn for payment of taxes
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(
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(
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Net income allocable to ordinary shares subject to possible redemption
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$
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$
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Denominator: weighted average redeemable ordinary shares, basic and diluted
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Basic and diluted net income per share, redeemable ordinary shares
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$
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$
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Non-redeemable ordinary shares
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Numerator: net income minus redeemable net earnings
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Net income
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$
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$
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Redeemable net earnings
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Non-redeemable net income
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$
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$
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Denominator: weighted average non-redeemable ordinary shares basic and diluted weighted average shares outstanding, ordinary shares
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Basic and diluted net income per share, ordinary shares
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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 closing
price of the 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 the Company’s 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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June 30,
2021
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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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Assets:
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Marketable securities held in Trust Account
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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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$
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Liabilities:
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Warrant Liability –Public Warrants
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$
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$
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$
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$
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Warrant Liability – Private Placement Warrants
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$
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$
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$
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$
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Input
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March 8, 2021
(Initial
Measurement)
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June 30, 2021
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Expected term (years)
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Expected volatility
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%
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%
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Risk-free interest rate
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%
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%
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Fair value of the common stock price
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$
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$
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Warrant Liability
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Fair value as of January 7, 2021 (inception)
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$
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Initial fair value of warrant liability upon issuance at IPO
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Initial fair value of warrant liability upon issuance at over-allotment
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Transfer out of Level 3 to Level 1
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(
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Revaluation of warrant liability included in other income within the statements of operations
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(
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Fair value as of June 30, 2021
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$
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A
ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
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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;
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could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and
could result in the resignation or removal of our present officers and directors;
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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
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may not result in adjustment to the exercise price of our warrants.
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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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;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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our inability to pay dividends on our Class A ordinary shares;
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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;
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
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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 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
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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 Co-Chief 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 Co-Chief Executive Officer and Chief Financial 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 Co-Chief 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 Co-Chief Executive Officer and Chief Financial 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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Twin Ridge Capital Acquisition Corp.
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By:
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/s/ William P. Russell, Jr.
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Name:
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William P. Russell, Jr.
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Title:
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Co-Chief Executive Officer and Chief Financial Officer
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