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. EmployerIdentification No.) |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-fourth of one redeemable warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of the prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the continuing uncertainty resulting from the COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ 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. |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of the prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | 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; or |
• | our financial performance following this offering. |
ITEM 1. |
BUSINESS. |
• | Oliver Samwer, our Chairman and Director, is Co-Founder and Chief Executive Officer of Rocket Internet; |
• | Soheil Mirpour, our Chief Executive Officer and Director, is a Member of the Management Board of Rocket Internet; |
• | Donald E. Stalter Jr., our Chief Financial Officer and Director, manages the North American portfolio of GFC Global Founders Capital GmbH. |
• | Identify. e-commerce, the unbundling of horizontal marketplaces, the emergence of vertically integrated direct-to-consumer best-in-class |
• | Evaluate. in-depth review of each investment candidate in terms of its market size and growth prospects, product market fit, user experience, future product development, defensibility and replicability of the underlying technology as well as its complexity and uniqueness, and the track record of founders and management teams. Our quantitative assessment utilizes a wealth of operating and financial data to analyze the target’s prospects for outperformance in terms of growth, customer metrics, unit economics and valuation. Our analysis benchmarks a target’s potential for geographical expansion, active user growth, customer acquisition and user retention rates, marketing efficiency, pricing, business model, and scalability of cost structures. Furthermore, we carry out a thorough review of a target’s valuation, taking into account the size, timing, valuation, and use of proceeds of recent funding rounds as well as the prospective return on investment. |
• | Execute. |
• | Add Value. know-how. Our partnership approach focuses on working with target companies’ existing management to seek ways to improve strategic positioning, including through organic and acquisition-driven growth, buy-and-build |
• | Large Underpenetrated Markets: e-commerce, enterprise SaaS, FinTechs, HealthTechs and artificial intelligence. |
• | Market-Leading Product Portfolio. |
• | Compelling Growth Prospects. |
• | Attractive Value Creation Potential. |
• | Talented and Experienced Management Teams. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then issued and outstanding (other than in a public offering); |
• | Any of our directors, officers or substantial shareholders (as defined by the NYSE rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under 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 under the Exchange Act, which regulates the solicitation of proxies. |
ITEM 1A. |
RISK FACTORS. |
• | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” |
• | Certain requirements and terms of our securities may make it difficult for us to enter into our initial business combination with a target or may not allow us to consummate the most desirable business combination or optimize our capital structure. |
• | Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, and 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. |
• | We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. |
• | Our search for a business combination may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets. |
• | We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments, including our warrant agreement, in a manner that will make it easier for us to complete our initial business combination that some of our shareholders or warrant holders may not support. |
• | If third parties bring claims against us or in certain other circumstances, such as a bankruptcy, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share. |
• | You will not have any rights or interests in funds from the trust account, except under certain circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss. |
• | Members of our management team and their respective affiliates may have conflicts of interests that could, as applicable, affect the amount of time allocated to our company, impact the business opportunities presented to us, or raise competitive financial interests or affiliations with one or more of target businesses. |
• | Past performance by our management team on whom we are dependent, may not be indicative of future performance of an investment in us or in the future performance of any business we may acquire. |
• | Management’s flexibility in identifying and selecting a prospective acquisition target, along with our management’s financial interest in consummating our initial business combination, may lead management to enter into an acquisition agreement that is not in the best interest of our shareholders. |
• | Our initial shareholders control the election of our board of directors until consummation of our initial business combination and hold a substantial interest in our ordinary shares. As a result, they will exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. |
• | We may issue additional Class A ordinary shares or preferred shares or incur substantial debt in connection with our initial business combination, which could dilute your interests, adversely affect our financial condition and thus negatively impact the value of our shareholders’ investment in us. |
• | Holders of warrants will not participate in liquidating distributions if we do not complete an initial business combination within the required time period, and the warrants will expire worthless. |
• | If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. |
• | We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to holders. |
• | There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities. |
• | We face certain risks if we acquire or operate a business outside of the United States. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock,” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | decreased ability to issue additional securities or obtain additional financing in the future. |
• | restrictions on the nature of our investments; and |
• | 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. |
• | may significantly dilute the equity interest of our public shareholders; |
• | 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; and |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants. |
• | 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 security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | 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. |
• | 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. |
Public shares |
26,700,000 | |||
Founder shares |
6,675,000 | |||
|
|
|||
Total shares |
33,375,000 | |||
Total funds in trust available for initial business combination (1) |
$ | 267,013,476 | ||
Implied value per share |
$ | 8.00 | ||
Public shareholders’ investment per share (2) |
$ | 10.00 | ||
Sponsor’s investment per share (3) |
$ | 0.003 |
(1) | Funds held in trust account as of December 31, 2021. Does not take into account other potential impacts on our valuation at the time of the business combination, such as the value of our public and private warrants, the trading price of our public shares, the business combination transaction costs (including payment of $9,345,000 of deferred underwriting commissions), any equity issued or cash paid to the business target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects. |
(2) | While the public shareholders’ investment is in both the public shares and the public warrants, for purposes of this table no value is ascribed to the public warrants. |
(3) | Represents the per share price paid by our sponsor for the founder shares. The sponsor’s total investment in us is equal to approximately $7,365,000, which includes the payment of $25,000 for the founder shares and the payment by our sponsor of approximately $7,340,000 for the private placement warrants. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | epidemics and pandemics; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
• | 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. |
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 SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
ITEM 6. |
SELECTED FINANCIAL DATA. |
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
ITEM 7A. |
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 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Name |
Age |
Position | ||||
Oliver Samwer |
49 | Chairman, Director | ||||
Soheil Mirpour |
32 | Chief Executive Officer, Director | ||||
Donald E. Stalter Jr. |
40 | Chief Financial Officer, Director | ||||
Marcus Englert |
56 | Director | ||||
Norbert Lang |
60 | Director | ||||
Pierre Louette |
59 | Director | ||||
Aneel Ranadivé |
37 | 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”; 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 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 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 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. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our officers and directors; and |
• | all our officers and directors as a group. |
Class A Ordinary Shares |
Class B Ordinary Shares |
|||||||||||||||
Name and Address of Beneficial Owners(1) |
Number of Shares Beneficially Owned |
% of Class |
Number of Shares Beneficially Owned (2) |
% of Class |
||||||||||||
Rocket Internet Growth Opportunities Sponsor GmbH (3) |
— | — | 6,675,000 | 100.0 | % | |||||||||||
Citadel Advisors LLC (4) |
2,023,613 | 7.6 | % | — | — | |||||||||||
683 Capital Management, LLC (5) |
1,500,000 | 5.6 | % | — | — | |||||||||||
PSquared Asset Management AG (6) |
1,467,763 | 5.5 | % | — | — | |||||||||||
Soheil Mirpour |
— | — | — | — | ||||||||||||
Donald E. Stalter Jr. |
— | — | — | — | ||||||||||||
Oliver Samwer |
— | — | — | — | ||||||||||||
Marcus Englert |
— | — | — | — | ||||||||||||
Pierre Louette |
— | — | — | — | ||||||||||||
Norbert Lang |
— | — | — | — | ||||||||||||
Aneel Ranadivé |
— | — | — | — | ||||||||||||
All directors and executive officers as a group (7 individuals) |
— | — | — | — |
* | Less than one percent |
(1) | Unless otherwise noted, the business address of each of the following is c/o Rocket Internet Growth Opportunities Corp., Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands. |
(2) | Interests shown consist solely of shares of Class B ordinary shares which are referred to herein as founder shares. Such shares will automatically convert into shares of Class A ordinary shares at the time of our initial business combination or earlier at the option of the holder, on a one-for-one |
(3) | Rocket Internet Growth Opportunities Sponsor GmbH is the record holder of the shares reported herein. Atrium 122. Europäische VV SE (“Atrium”) is the sole shareholder of Rocket Internet Growth Opportunities Sponsor GmbH. Brillant 3087. SE & Co. Verwaltungs KG (“Brillant”), the sole shareholder of Atrium, is controlled by Rocket Internet. Rocket Internet is controlled by Global Founders GmbH (“Global Founders”), which is controlled by Rocata GmbH (“Rocata”). Zerena GmbH (“Zerena”) is the sole shareholder of Rocata. Accordingly, Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena may each be deemed to have voting and dispositive power with respect to the ordinary shares of Rocket Internet Growth Opportunities Corp. |
(4) | Holdings as of December 31, 2021 as reported on Schedule 13G/A filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin with respect to the shares owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities. Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. The address of the principal business office of each such person is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
(5) | Holdings as of as of April 1, 2021 as reported on Schedule 13G filed by 683 Capital Management, LLC. 683 Capital Management, LLC, as the investment manager of 683 Capital Partners, LP, may be deemed to have beneficially owned the 1,500,000 Class A ordinary shares beneficially owned by 683 Capital Partners, LP. Ari Zweiman, as the Managing Member of 683 Capital Management, LLC, may be deemed to have beneficially owned the 1,500,000 Class A ordinary shares beneficially owned by 683 Capital Management, LLC. The address of the principal business office of each such person is 3 Columbus Circle, Suite 2205, New York, NY 10019. |
(6) | Holdings as of December 31, 2021 as reported on Schedule 13G filed by PSquared Asset Management AG. The address of the principal business office of such person is Dufourstrasse 43, Zurich, Switzerland 8008. |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES. |
For the Period from January 27, 2021 (inception) through December 31, 2021 |
||||
Audit Fees (1) |
$ | 46,995 | ||
Audit-Related Fees (2) |
— | |||
Tax Fees (3) |
— | |||
All Other Fees (4) |
||||
Total Fees |
$ | 46,995 |
(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 report: |
(1) | Financial Statements |
(2) | Financial Statement Schedule |
(3) | Exhibits |
ITEM 16. |
FORM 10-K SUMMARY. |
* | Filed herewith. |
** | Furnished herewith |
ROCKET INTERNET GROWTH OPPORTUNITIES CORP. | ||
INDEX TO FINANCIAL STATEMENTS |
Page |
||||
F-2 |
||||
Financial Statements |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
DECEMBER 31, 2021 |
||||
Assets: |
||||
Current assets |
||||
Cash |
$ | |||
Prepaid expenses |
||||
|
|
|||
Total current assets |
||||
Other Assets |
||||
Investments held in Trust Account |
||||
|
|
|||
Total Assets |
$ | |||
Liabilities and Shareholders’ Deficit |
||||
Current liabilities |
||||
Accrued expenses |
$ | |||
|
|
|||
Total current liabilities |
||||
Deferred underwriting fee |
||||
Warrant liabilities |
||||
Total liabilities |
||||
|
|
|||
Commitments and Contingencies |
||||
Class A ordinary shares subject to possible redemption, |
||||
|
|
|||
Shareholders’ Deficit: |
||||
Preference shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit | ( |
) | ||
|
|
|||
Total shareholders’ deficit |
( |
) | ||
|
|
|||
Total Liabilities and Shareholders’ Deficit |
$ | |||
|
|
Formation and operating costs |
$ | |||
|
|
|||
Loss from Operations |
( |
) | ||
|
|
|||
Other income (expense): |
||||
Interest earned on cash and securities held in Trust Account |
||||
Offering costs allocated to warrants |
( |
) | ||
Change in fair value of warrant liability |
||||
|
|
|||
Total other income |
||||
|
|
|||
Net income |
$ | |||
|
|
|||
Weighted average shares outstanding, Class A ordinary shares |
||||
|
|
|||
Basic and diluted net income per ordinary share, Class A ordinary shares |
$ | |||
|
|
|||
Weighted average shares outstanding, Class B ordinary shares |
||||
|
|
|||
Basic and diluted net income per ordinary share, Class B ordinary shares |
$ | |||
|
|
Class A Ordinary shares |
Class B Ordinary shares |
Additional Paid-in Capital |
(Accumulated Deficit) |
Total Shareholder’s Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance as of January 27, 2021 (inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Remeasurement of Class A Ordinary Shares to possible redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Forfeiture of Class B Ordinary Shares by Sponsor |
— | ( |
) | ( |
) | — | — | |||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of 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 cash and on marketable securities held in Trust Account |
( |
) | ||
Offering costs allocated to warrants |
||||
Change in fair value of warrant liability |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Other assets |
( |
) | ||
Accrued expenses |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities: |
||||
Investment of cash in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds from sale of Units, net of underwriting discounts |
||||
Proceeds from sale of Private Warrants |
||||
Proceeds from issuance of Class B ordinary shares to Sponsor |
||||
Proceeds from issuance of promissory note to Sponsor |
||||
Payments on promissory note issued to Sponsor |
( |
) | ||
Payment of deferred offering costs |
( |
) | ||
Net cash provided by financing activities |
||||
Net change in cash |
||||
Cash, beginning of period |
||||
Cash, end of the period |
$ | |||
Supplemental disclosure of cash flow information: |
||||
Initial recognition of ordinary shares subject to possible redemption including overallotment |
$ | |||
Deferred underwriter fee charged to additional paid-in capital |
$ | |||
Initial recognition of warrant liability |
$ | |||
December 31, 2021 |
||||
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
||||
Remeasurement of carrying value to redemption value |
||||
Interest earned on investments held in Trust account |
||||
Class A ordinary shares subject to possible redemption |
$ |
For the period from January 27, 2021 (inception) through December 31, 2021 |
||||
Net income per share for Class A ordinary shares: |
||||
Net income |
$ | |||
Less: Allocation of income to Class B ordinary shares |
||||
Adjusted net income |
$ | |||
Weighted average shares outstanding of Class A ordinary shares |
||||
Basic and diluted net income per share, Class A ordinary shares |
$ | |||
Net income per share for Class B ordinary shares: |
||||
Net income |
$ | |||
Less: Allocation of income to Class A ordinary shares |
||||
Adjusted net income |
$ | |||
Weighted average shares outstanding of Class B ordinary shares |
||||
Basic and diluted net income per share, Class B ordinary shares |
$ | |||
Level 1 — | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. |
Level 2 — | Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. | |
Level 3 — | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than 30 days’ prior written notice of redemption (the “ period”) to each warrant holder; and |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ within a ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ within the ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any within a ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ |
December 31, 2021 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
Cash and Investments held in Trust Account |
$ | $ | $ | $ | ||||||||||||
Liabilities: |
||||||||||||||||
Public Warrants Liability |
$ | $ | $ | $ | ||||||||||||
Private Placement Warrants Liability |
||||||||||||||||
$ | $ | $ | $ | |||||||||||||
Fair Value at January 27, 2021 (inception) |
$ | — | ||
Initial fair value of public and private warrants issued at IPO |
||||
Initial fair value of public and private warrants issued at over-allotment option exercise |
||||
Change in fair value of public and private warrants |
( |
) | ||
Transfer of public warrants to Level 1 |
( |
) | ||
Fair Value at June 30, 2021 |
||||
Change in fair value of private warrants |
( |
) | ||
Fair Value at September 31, 2021 |
||||
Change in fair value of private warrants |
( |
) | ||
Fair Value at December 31, 2021 |
$ | |||
Inputs |
(Initial Measurement) March 25, 2021 |
December 31, 2021 |
||||||
Risk-free interest rate |
% | % | ||||||
Expected term remaining (years) |
||||||||
Expected volatility |
% | % | ||||||
Share price |
$ | $ |
Rocket Internet Growth Opportunities Corp | ||||||
Date: April 1 4 , 2022 |
By: |
/s/ Soheil Mirpour | ||||
Soheil Mirpour | ||||||
Chief Executive Officer |
Name |
Position |
Date | ||
/s/ Oliver Samwer Oliver Samwer |
Chairman, Director |
April 1 4 , 2022 | ||
/s/ Soheil Mirpour Soheil Mirpour |
Chief Executive Officer and Director (Principal Executive Officer, Director) |
April 1 4 , 2022 | ||
/s/ Donald E. Stalter Jr. Donald E. Stalter Jr. |
Chief Financial Officer and Director (Principal Financial and Accounting Officer, Director) |
April 1 4 , 2022 | ||
/s/ Marcus Englert Marcus Englert |
Director |
April 1 4 , 2022 | ||
/s/ Norbert Lang Norbert Lang |
Director |
April 1 4 , 2022 | ||
/s/ Pierre Louette Pierre Louette |
Director |
April 1 4 , 2022 | ||
/s/ Aneel Ranadivé Aneel Ranadivé |
Director |
April 1 4 , 2022 |