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 Avenuerd Floor |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
one-third of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
1 | ||||||
1 | ||||||
15 | ||||||
42 | ||||||
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56 | ||||||
57 | ||||||
61 | ||||||
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68 | ||||||
68 | ||||||
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56 | ||||||
72 | ||||||
73 | ||||||
58 |
• | our ability to select an appropriate target business or businesses; |
• | trends in the consumer sector and trends regarding consumer behavior, particularly as these trends relate to the types of brands and consumer experience customers are seeking; |
• | our ability to complete our initial business combination, particularly given competition from other blank check companies and financial and strategic buyers; |
• | our expectations around the performance of a prospective target business or businesses, including competitive prospects of the business following our initial business combination; |
• | 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 potential ability to obtain additional financing to complete our initial business combination; |
• | the number, variety and characteristics of prospective target businesses; |
• | our ability to consummate an initial business combination amidst the uncertainty resulting from the ongoing COVID-19 pandemic, and the effects of the ongoing pandemic on consumer behavior, the economy and any business or businesses with which we consummate our initial business combination; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance following the initial business combination. |
• | our being a company with no operating history and no revenues; |
• | our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination; |
• | your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash; |
• | the ability of our public stockholders to exercise redemption rights could make our initial business combination difficult to enter into or unsuccessful; |
• | our ability to complete our initial business combination on favorable terms, within the allotted timeframe, or at all; |
• | our ability to obtain the economic resources necessary to complete the 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; |
• | our success in retaining or recruiting the necessary officers, key employees or directors in connection with and following our initial business combination; |
• | certain of our securities becoming worthless in certain redemption scenarios; |
• | economically disadvantageous liquidation scenarios; |
• | limitations on access to the funds in the trust account by investors or third parties, as well as reductions in the funds available in the trust account under certain scenarios; |
• | potential liability arising out of certain distributions from the trust account; |
• | dilution of your investment in certain scenarios; |
• | our ability to consummate an initial business combination amidst the uncertainty resulting from the ongoing COVID-19 pandemic, and the effects of the ongoing pandemic on the climate sector, the economy and any business or businesses with which we consummate our initial business combination; |
• | our financial performance following the initial business combination; and |
• | the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report. |
ITEM 1. |
BUSINESS. |
• | strategically investing in leading private and public consumer and consumer-related companies; |
• | operating public and private companies, helping to position companies for accelerated growth (organically and through strategic transactions), helping to define corporate strategy, and identifying, mentoring and recruiting top-tier talent; |
• | growing companies, both organically and through strategic transactions, expanding product portfolios and effectively broadening geographic footprints; |
• | fostering relationships with founders, investors, capital providers, and experienced management teams; |
• | sourcing, structuring, acquiring and selling businesses; and |
• | accessing public and private capital markets to optimize capital structure, including financing businesses and helping companies transition ownership structures. |
• | thematically aligned modern business model; |
• | beneficiary of accelerated digital and omni-channel transformation; |
• | importantly differentiated offering; |
• | strong enduring brand positioned for growth; |
• | solid leadership team that can benefit from our team’s knowledge of the consumer sector and proven track record of operational expertise; and |
• | attractive risk/reward return opportunity for our stockholders. |
Type of Transaction |
Whether Stockholder Approval is Required | |
Purchase of assets | No | |
Purchase of stock of target not involving a merger with the company | No | |
Merger of target into a subsidiary of the company | No | |
Merger of the company with a target | Yes |
• | we issue shares of Class A common stock that will either (a) be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding; |
• | any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or |
• | the issuance or potential issuance of common stock will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a stockholder vote; |
• | the risk that the stockholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
ITEM 1A. |
RISK FACTORS. |
• | we have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | restrictions on the issuance of securities, |
• | registration as an investment company; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
• | 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. |
• | higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles and challenges in collecting accounts receivable; |
• | tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | cultural and language differences; |
• | employment regulations; |
• | data privacy; |
• | changes in industry, regulatory or environmental standards within the jurisdictions where we operate; |
• | public health or safety concerns and governmental restrictions, including those caused by outbreaks of pandemic disease such as the COVID-19 pandemic; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars; |
• | deterioration of political relations with the United States; and |
• | government appropriations of assets. |
• | An inability to compete effectively in a highly competitive environment with many incumbents having substantially greater resources; |
• | An inability to manage rapid change, increasing customer expectations and growth; |
• | An inability to build strong brand identity and improve customer satisfaction and loyalty; |
• | Limitations on a target business’ ability to protect its intellectual property rights that could cause a loss in revenue and any competitive advantage; |
• | A reliance on proprietary technology to provide services and to manage our operations, and the failure of this technology to operate effectively, or our failure to use such technology effectively; |
• | The high cost or unavailability of materials supplies and personnel that could adversely affect our ability to execute our operations on a timely basis; |
• | An inability to attract and retain customers; |
• | An inability to license or enforce intellectual property rights on which our business may depend; |
• | Any significant disruption in our computer systems or those of third parties that we would utilize in our operations; |
• | An inability by us to successfully anticipate changing consumer preferences and buying trends and manage our product line and inventory commensurate with customer demand; |
• | Potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we may distribute or services we perform; |
• | Dependence of our operations upon third-party suppliers or service providers whose failure to perform adequately could disrupt our business; |
• | Our operating results may be adversely affected by changes in the cost or availability of raw materials and energy; |
• | We may be subject to production-related risks which could jeopardize our ability to realize anticipated sales and profits; |
• | Changes in the markets for consumer products affecting our customers could negatively impact customer relationships and our results of operations; |
• | Our business could involve the potential for product recalls, product liability and other claims against us, which could affect our earnings and financial condition; |
• | Competition for advertising revenue; |
• | Competition for discretionary spending of customers, which may intensify in part due to advances in technology and changes in consumer expectations and behavior; |
• | Disruption or failure of our networks, systems or technology as a result of computer viruses, “cyber attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events; |
• | An inability to recruit and retain senior talent; and |
• | Our inability to comply with governmental regulations or obtain governmental approval of our products. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock 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. |
• | 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 common stock; |
• | 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 common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund 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 disadvantages compared to our competitors who have less debt. |
• | may significantly dilute the equity interest of investors in our initial public offering; |
• | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change of control if a substantial number of shares of our common stock 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; and |
• | may adversely affect prevailing market prices for our units, Class A common stock and/or warrants. |
(i) | we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share; |
(ii) | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and |
(iii) | the Market Value is below $9.20 per share, |
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. |
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
ITEM 8. |
CONSOLIDATED 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 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Name |
Age |
Position | ||
Ken Suslow | 51 | Chairman of the Board of Directors and Chief Executive Officer | ||
Richard Henry | 40 | Chief Financial Officer | ||
Joe Lamastra | 60 | Chief Operating Officer | ||
Domenico De Sole | 78 | Director | ||
Cynthia Isgrig | 56 | Director | ||
Ramez Toubassy | 49 | Director | ||
Jamie Weinstein | 45 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent registered public accounting firm’s qualifications and independence and (4) the performance of our internal audit function and the independent registered public accounting firm; |
• | the appointment, compensation, retention, replacement, and oversight of the work of the 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 engaged by us, and establishing pre-approval policies and procedures; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; |
• | 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, (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 and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
• | 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, if any is paid by us, 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 making recommendations on an annual basis to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, if any is paid by us, and any incentive-compensation and equity-based plans that are subject to board approval of our other officers; |
• | reviewing on an annual basis 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; |
• | if required, 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 and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders 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 the 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. |
Class A Common Stock |
Class B Common Stock |
|||||||||||||||||||
Name and Address of Beneficial Holder (1) |
Number of Shares |
% |
Number of Shares |
% |
% of Common Stock |
|||||||||||||||
5% Holders |
||||||||||||||||||||
Sandbridge X2 Holdings LLC (2) |
— | — | 5,819,425 | 97.7 | % | 19.4 | % | |||||||||||||
Entities affiliated with Magnetar Financial LLC (3) |
1,490,591 | 6.3 | % | — | — | 5.0 | % | |||||||||||||
Sculptor Capital, LP. (4) |
1,066,811 | 4.5 | % | — | — | 3.5 | % | |||||||||||||
Entities affiliated with Pacific Investment Management Company LLC (5) |
1,980,000 | 8.3 | % | — | — | 6.7 | % | |||||||||||||
Entities affiliated with Millennium Management LLC (6) |
1,398,076 | 5.9 | % | — | — | 4.7 | % | |||||||||||||
Directors and Executive Officers |
||||||||||||||||||||
Ken Suslow |
— | — | — | — | — | |||||||||||||||
Richard Henry |
— | — | — | — | — | |||||||||||||||
Joe Lamastra |
— | — | — | — | — | |||||||||||||||
Domenico De Sole |
— | — | 40,000 | * | * | |||||||||||||||
Ramez Toubassy |
— | — | 40,000 | * | * | |||||||||||||||
Jamie Weinstein |
— | — | — | — | — | |||||||||||||||
Cynthia Isgrig |
— | — | 25,000 | * | * | |||||||||||||||
— | — | — | — | — | ||||||||||||||||
All Sandbridge directors and officers as a group |
— | — | 105,000 | 1.8 | % | * |
* | Indicates beneficial ownership of less than 1%. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Sandbridge X2 Corp 725 5th Avenue, 23rd Floor, New York, NY 10022. |
(2) | Sandbridge X2 Holdings LLC is the record holder of such shares. Its officers—Ken Suslow, Richard Henry and Joe Lamastra—are the three managers of its board of managers. Any action by the Sponsor with respect to Sandbridge X2 or the founder shares held by the Sponsor, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers. Under the so-called ‘‘rule of three,’’ because voting and dispositive decisions are made by a majority of the Sponsor’s managers, none of the managers of the Sponsor is deemed to be a beneficial owner of the Sponsor’s securities, even those in which such manager holds a pecuniary interest. Accordingly, none of the Sponsor’s officers is deemed to have or share beneficial ownership of the founder shares held by the Sponsor. The principal business address for Sandbridge X2 Holdings LLC is 725 5th Avenue, 23rd Floor, New York, NY 10022. |
(3) | Based on a Schedule 13G filed with the SEC on January 21,2022, by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz. According to the Schedule 13G, Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz exercise shared voting and dispositive power over the shares. The principal business address for the foregoing entities and individual is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. |
(4) | Based on a Schedule 13G/A filed with the SEC on February 14, 2022 by Sculptor Capital, LP., which exercises sole voting and dispositive power over the shares. The principal business address for Sculptor Capital, LP is 9 West 57 th Street, New York, NY 10019. |
(5) | Consists of 1,980,000 shares of Class A common stock owned by TOCU XLIII LLC and its affiliates (“TOCU” or “PIMCO Private Fund”). The address of the PIMCO Private Fund is c/o Pacific Investment Management Company LLC, 650 Newport Center Dr., Newport Beach, CA 92660. |
(6) | Based on a Schedule 13G/A filed with the SEC on January 21,2022 by Integrated Core Strategies (US) LLC, Riverview Group LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC, and Israel L. Englander. According to the Schedule 13G/A, Millennium Management LLC, Millennium Group Management LLC, and Israel L. Englander exercise shared voting and dispositive power over the shares. The principal business address for the foregoing entities and individual is 399 Park Avenue, New York, New York 10022. |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES. |
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
Page |
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F-2 |
||||
F-3 |
||||
F-4 |
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F-5 |
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F-6 |
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F-7 |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
* | Filed herewith. |
** | Furnished herewith |
ITEM 16. |
FORM 10-K SUMMARY. |
SANDBRIDGE X2 CORP | ||
By: | /s/ Ken Suslow | |
Name: Ken Suslow | ||
Title: Chief Executive Officer |
Name |
Title |
Date | ||
/s/ Ken Suslow |
Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors | March 30, 2022 | ||
Ken Suslow | ||||
/s/ Richard Henry |
Chief Financial Officer (Principal Financial and Accounting Officer) | March 30, 2022 | ||
Richard Henry | ||||
/s/ Domenico De Sole |
Director | March 30, 2022 | ||
Domenico De Sole | ||||
/s/ Cynthia Isgrig |
Director | March 30, 2022 | ||
Cynthia Isgrig | ||||
/s/ Ramez Toubassy |
Director | March 30, 2022 | ||
Ramez Toubassy | ||||
/s/ Jamie Weinstein |
Director | March 30, 2022 | ||
Jamie Weinstein |
F-2 |
||||
Financial Statements: |
||||
F-3 |
||||
F-4 |
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F-5 |
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F-6 |
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F-7 |
ASSETS |
||||
Current assets |
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Cash |
$ | |||
Prepaid expenses |
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|
|
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Total Current Assets |
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Investments held in Trust Account |
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|
|
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Total Assets |
$ |
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|
|
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities |
||||
Accrued expenses |
$ | |||
Accrued offering costs |
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|
|
|||
Total Current Liabilities |
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Warrant liability |
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Deferred underwriting fee payable |
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Total Liabilities |
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|
|
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Commitments and contingencies |
||||
Class A common stock subject to possible redemption, |
||||
Stockholders’ Deficit |
||||
Preferred stock, $ |
||||
Class A common stock, $ |
||||
Class B common stock, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total Stockholders’ Deficit |
( |
) | ||
|
|
|||
Liabilities and Stockholders’ Deficit |
$ |
|||
|
|
General and administrative expenses |
$ | |||
|
|
|||
Loss from operations |
( |
) | ||
Other income: |
||||
Change in fair value of warrant liability |
||||
Transaction costs allocated to warrant liability |
( |
) | ||
Interest earned on investments held in Trust Account |
||||
Dividends earned on investments held in Trust Account |
||||
|
|
|||
Other income, net |
||||
|
|
|||
Income before provision for income taxes |
||||
Provision for income taxes |
— | |||
|
|
|||
Net income |
$ |
|||
|
|
|||
Weighted average shares outstanding of Class A common stock |
||||
|
|
|||
Basic and diluted net income per share, Class A common stock |
$ | |||
|
|
|||
Weighted average shares outstanding of Class B common stock |
||||
|
|
|||
Basic and diluted net income per share, Class B common stock |
$ |
|||
|
|
Class A Common Stock |
Class B Common Stock |
Additional paid-in capital |
Accumulated deficit |
Total Stockholders’ deficit |
||||||||||||||||||||||||
Balance, January 15, 2021 (inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Excess consideration received for purchase of Private Placement warrants by Sponsor |
— | — | — | — | — | |||||||||||||||||||||||
Forfeiture of Founder shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Accretion of Class A common stock to redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Interest earned on investments held in Trust Account |
( |
) | ||
Dividends earned on investments held in Trust Account |
( |
) | ||
Transaction costs allocated to warrant liability |
||||
Change in fair value of warrant liability |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Investment of cash into Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of Class B common stock to Sponsor |
||||
Proceeds from sale of Units, net of underwriting discounts paid |
||||
Proceeds from sale of Private Placement Warrants |
||||
Proceeds from promissory note – related party |
||||
Repayment of promissory note – related party |
( |
) | ||
Payment of offering costs, net of refunds |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net Change in Cash |
||||
Cash – Beginning of period |
||||
|
|
|||
Cash – End of period |
$ |
|||
|
|
|||
Non-Cash Financing Activities: |
||||
|
|
|||
Deferred underwriting fee payable |
$ | |||
|
|
|||
Offering costs included in accrued offering costs |
$ | |||
Forfeiture of Founder shares |
$ | |||
|
|
Gross proceeds |
$ | |
||
Less: |
||||
Allocation to Public Warrants |
( |
) | ||
Class A common stock issuance costs |
( |
) | ||
Add: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Class A common stock subject to possible redemption at December 31, 2021 |
$ | |||
|
|
For the period from January 15, 2021 (inception) through December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net income per share of common stock |
||||||||
Numerator: |
||||||||
Allocation of net income |
$ | $ | ||||||
Denominator: |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
Basic and diluted net income per share of common stock |
$ | $ |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of the Class A common stock for any |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value equals or exceeds $ |
• | if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
December 31, 2021 |
||||
Deferred tax asset |
||||
Net operating loss carryforward |
$ | |||
Organizational costs/Startup expenses |
||||
Total deferred tax asset |
||||
Valuation allowance |
( |
) | ||
Deferred tax asset, net of allowance |
$ | |||
December 31, 2021 |
||||
Federal |
||||
Current |
$ | |||
Deferred |
( |
) | ||
State |
||||
Current |
$ | |||
Deferred |
||||
Change in valuation allowance |
||||
Income tax provision |
$ | |||
December 31, 202 1 |
||||
Statutory federal income tax rate |
% | |||
State taxes, net of federal tax benefit |
% | |||
Change in valuation allowance |
- |
% | ||
Income tax provision |
% | |||
Description |
Level |
December 31, 2021 |
||||||
Assets: |
||||||||
Investments held in Trust Account - U.S. Treasury bill-backed Money Market Fund |
1 | $ | ||||||
Liabilities: |
||||||||
Warrant liability - Public Warrants |
1 |
$ | ||||||
Warrant liability - Private Placement Warrants |
2 |
$ |
Private Placement |
Public |
Warrant Liability |
||||||||||
Fair value as of January 15, 2021 |
$ |
$ |
$ |
|||||||||
Initial measurement on March 12, 2021 |
||||||||||||
Change in fair value of warrant liability |
( |
) |
( |
) |
( |
) | ||||||
Transfer to Level 1 |
( |
) |
( |
) | ||||||||
Transfer to Level 2 |
( |
) |
( |
) | ||||||||
Fair value as of December 31, 2021 |
$ |
$ |
$ |
|||||||||
Unit Price |
$ |
|||
Strike Price |
$ |
|||
Term (in years) |
||||
Volatility |
% | |||
Risk-free rate |
% | |||
Dividend yield |
% | |||
Fair value of warrants |
$ |