QUARTERLY 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) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable warrant |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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September 30, 2021 |
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(Unaudited) |
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Assets: |
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Current Assets: |
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Cash |
$ | |||
Prepaid expenses |
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Total current assets |
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Prepaid expenses, non-current |
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Investments held in trust account |
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Total Assets |
$ | |||
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Liabilities and Shareholders’ Deficit |
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Current Liabilities: |
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Accrued offering costs and expenses |
$ | |||
Promissory note – related party |
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Total Current Liabilities |
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Warrant Liability |
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Deferred underwriters’ fee |
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Total Liabilities |
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Commitments and Contingencies |
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Class A ordinary shares subject to possible redemption, shares at $ |
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Shareholders’ Deficit: |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
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Total Shareholders’ Deficit |
( |
) | ||
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Total Liabilities and Shareholders’ Deficit |
$ | |||
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For the three months period ended September 30, 2021 |
For the period from January 21, 2021 (Inception) to September 30, 2021 |
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Formation and operating costs |
$ | $ | ||||||
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Loss from operations |
( |
) | ( |
) | ||||
Other income (loss) |
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Change in fair value of warrant liability |
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Transaction costs |
( |
) | ||||||
Interest Income |
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Total other income |
$ | $ | ||||||
Net income |
$ | $ | ||||||
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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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Basic and diluted weighted average shares outstanding, ordinary share |
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Basic and diluted net income per share |
$ | $ | ||||||
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Class A ordinary shares |
Class B ordinary shares |
Additional Paid-in |
Retained Earnings (Accumulated) |
Total Shareholder’s |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity |
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Balance as of January 21, 2021 (inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Class B ordinary shares issued to Sponsor |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance as of March 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
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Balance as of March 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
Sale of |
— | — | — | |||||||||||||||||||||||||
Sale of |
— | — | — | |||||||||||||||||||||||||
Excess value of cash received over fair value of Private Placement Warrants |
— | — | — | — | — | |||||||||||||||||||||||
Net offering costs |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Remeasurement adjustment on redeemable class A ordinary shares (see Note 2) |
— | — | — | — | ( |
) | — | |||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Class A ordinary shares subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | — | ( |
) | |||||||||||||||||
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Balance as of June 30, 2021 (restated - see Note 2) |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
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Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance as of September 30, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
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For the period from January 21, 2021 (inception) through September 30, 2021 |
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Cash flows from operating activities: |
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Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
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Transaction costs allocated to warrant liability |
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Amortization of prepaid expenses |
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Change in fair value of warrant liability |
( |
) | ||
Interest earned on investments held in Trust Account |
( |
) | ||
Changes in assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accrued offering costs and expenses |
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Net cash used in operating activities |
( |
) | ||
Cash flows from investing activities: |
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Investments held in trust account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash flows from financing activities: |
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Promissory note - related party |
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Proceeds from issuance of founder shares |
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Proceeds received from public offerings, net of underwriters’ discount |
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Proceeds from private placement |
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Payment of offering costs |
( |
) | ||
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 |
$ |
|||
Supplemental disclosure of cash flow information: |
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Deferred underwriter’s fee |
$ | |||
Remeasurement adjustment on redeemable class A ordinary shares |
$ | |||
Payment of deferred offering costs by the Sponsor in exchange for issuance of Class B ordinary shares |
$ | |||
As Previously Reported |
Adjustment |
As Restated |
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Balance Sheet as of May 6, 2021 |
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Ordinary shares subject to possible redemption ($) |
$ | |
$ | $ | |
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Ordinary shares Class A, $ |
$ | $ | ( |
$ | — | |||||||
Ordinary shares Class B, $ |
— | |||||||||||
Additional Paid in Capital |
( |
— | ||||||||||
Accumulated deficit |
( |
( |
( |
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Total shareholders’ equity/(deficit) |
$ | $ | ( |
$ | ( |
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Number of shares subject to possible redemption |
$ | $ | $ | |||||||||
As Previously Reported |
Adjustment |
As Restated |
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Balance Sheet as of June 30, 2021 (unaudited) |
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Ordinary shares subject to possible redemption |
$ |
$ |
$ |
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Ordinary shares Class A, $ |
$ |
$ |
( |
) |
$ |
— |
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Additional Paid in Capital |
( |
) |
— |
|||||||||
Accumulated deficit |
( |
) |
( |
) | ||||||||
Total shareholders’ equity/(deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Number of shares subject to redemption |
As Previously Reported |
Adjustment |
As Restated |
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Statement of O perations for the three months ended June 30, 2021 (unaudited) |
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Basic and diluted weighted average shares, redeemable shares |
( |
) | ||||||||||
Basic and diluted net income per share, redeemable shares |
$ | — | $ | $ | ||||||||
Basic and diluted weighted average shares, non-redeemable shares |
||||||||||||
Basic and diluted net income per share, non-redeemable shares |
$ | $ | ( |
) | $ | |||||||
As Previously Reported |
Adjustment |
As Restated |
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Statement of Operations for the period from January 12, 2021 through June 30, 2021 (unaudited) |
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Basic and diluted weighted average shares, redeemable shares |
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Basic and diluted net income per share, redeemable shares |
$ |
— |
$ |
$ |
||||||||
Basic and diluted weighted average shares, non-redeemable shares |
( |
) |
||||||||||
Basic and diluted net income per share, non-redeemable shares |
$ |
$ |
( |
) |
$ |
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As Previously Reported |
Adjustment |
As Restated |
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Statement of Changes In Shareholders’ Equity as of June 30, 2021 (unaudited) |
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Sale of |
$ |
$ |
( |
) |
$ |
— |
||||||
Changes in Class A ordinary shares subject to possible redemption, |
$ |
( |
) |
$ |
$ |
— |
||||||
Remeasurement adjustment on Redeemable Class A ordinary shares |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||
Shareholders’ equity |
$ |
$ |
( |
) |
$ |
( |
) | |||||
As Previously Reported |
Adjustment |
As Restated |
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Statement of Cash Flows For the period from January 12, 2021 through June 30, 2021 (unaudited) Non-Cash investing and financing activities |
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Initial value of Class A ordinary shares subject to possible redemption |
$ |
$ |
( |
) |
$ |
— |
||||||
Change in Class A ordinary shares subject to possible redemption—APIC |
$ |
$ |
( |
) |
$ |
— |
||||||
Remeasurement adjustment on redeemable Class A ordinary shares |
$ |
— |
$ |
$ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | 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 |
• | 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. |
For the three months ended September 30, 2021 |
For the period from January 21, 2021 (inception) through September 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income per share |
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Numerator: |
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Allocation of net income |
$ | $ | $ | $ | |
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Denominator |
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Weighted-average shares outstanding |
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Basic and diluted net income per share |
$ | $ | $ | $ |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than 30 days’ prior written notice of redemption (the “ redemption period”) to each warrant holder; and |
• | if, and only if, the last reported sale price of the Class A ordinary shares for any |
• | a sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value equals or exceeds $ |
• | share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and |
• | if the Reference Value is less than $ sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Level 1 |
Level 2 |
Level 3 |
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U. S. Money Market funds |
$ | |
$ | $ | ||||||||
Public Warrants |
$ | $ | $ | |||||||||
Private Warrants |
$ | $ | $ | |
Input |
May 6, 2021 (Initial Measurement) |
September 30, 2021 |
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Risk-free interest rate |
% | % | ||||||
Expected term (years) |
||||||||
Expected volatility |
% | % | ||||||
Exercise price |
$ | $ |
Fair value at January 21, 2021 (inception) |
$ | |||
Initial fair value on May 6, 2021 |
||||
Initial value of Warrants issued on May 11, 2021 |
||||
Public Warrants reclassified to level 1 (1) |
( |
) | ||
Change in fair value |
( |
) | ||
Fair Value at September 30, 2021 |
$ |
(1) |
Assumes the Public Warrants were reclassified on September 30, 2021. |
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• |
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 |
• |
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. |
* | Filed herewith. |
** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
By: | /s/ J. Douglas Smith | |
Name: J. Douglas Smith | ||
Title: Chief Financial Officer |