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) |
(IRS Employer Identification No.) | |
(Address of Principal Executive Offices) |
(Zip Code) | |
( | ||
Registrant’s telephone number, including area code |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
• | our ability to complete our initial business combination, particularly in light of disruption that may result from limitations imposed by the COVID-19 outbreak and other events (such as terrorist attacks, natural disasters or other significant outbreaks of infectious diseases); |
• | our being a company with no operating history and no revenues; |
• | 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; |
• | our pool of prospective target businesses; |
• | our ability to select an appropriate target business or businesses; |
• | our expectations around the performance of the prospective target business or businesses; |
• | the ability of our officers and directors to generate a number of potential acquisition 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; |
• | our financial performance; or |
• | the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. |
• | We are a newly formed 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 public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. |
• | If we seek stockholder approval of our initial business combination, our Sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. |
• | 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 with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock. |
• | We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors. |
• | The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock. |
• | Because we are not limited to a particular industry, sector or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations. |
• | Because we intend to seek a business combination with a target business in the energy industry in North America, we expect our future operations to be subject to risks associated with this sector. |
• | Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. |
• | As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. |
• | Past performance by our management team or entities associated with members of our management may not be indicative of future performance of an investment in the Company. |
• | We may seek business combination opportunities in industries or sectors which may or may not be outside of our management’s areas of expertise. |
• | We are dependent upon our officers and directors, and their loss could adversely affect our ability to operate. |
• | Since only holders of our Founder Shares have the right to vote on the election of directors prior to our initial business combination, the NYSE may consider us to be a “controlled company” within the meaning of the NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies. |
• | Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business. |
• | Any restatements of our financial results, or the time required to evaluate possible errors, may impact the market price for our Class A common stock and our ability to complete a business combination on a timely basis. |
• | The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. |
• | Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss. |
Item 1. |
Business. |
Item 1A. |
Risk Factors. |
I. |
Risks Relating to a Special Purpose Acquisition Company and our Securities: |
• | may significantly dilute the equity interest of investors in our 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. |
• | 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 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. |
• | volatility of oil and natural gas prices; |
• | changes in global supply and demand and prices for commodities; |
• | price and availability of alternative fuels, such as solar, coal, nuclear and wind energy; |
• | impact of energy conservation efforts; |
• | significant federal, state and local regulation, taxation and regulatory approval processes as well as changes in applicable legislation, laws and regulations; |
• | denial or delay of receiving requisite regulatory approvals, permits or both; |
• | the speculative nature of and high degree of risk involved in investments in the energy sector, including relying on estimates of oil and gas reserves and the impacts of regulatory and tax changes; |
• | exploration and development risks, which could lead to environmental damage, injury and loss of life or the destruction of property; |
• | proximity and capacity of oil, natural gas and other transportation and support infrastructure to production facilities; |
• | availability of key inputs, such as strategic consumables and raw materials and drilling and processing equipment; |
• | technological advances affecting energy production and consumption; |
• | overall domestic and global economic conditions; |
• | availability of, and potential disputes with, independent contractors; and |
• | global warming, adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills). |
• | 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 executing cross-border transactions, managing cross-border business operations and complying with different commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | 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; |
• | longer payment cycles; |
• | tax issues, including limits on our ability to change our tax residence from the United States, complex withholding or other tax regimes which may apply in connection with our business combination or to our structure following our business combination, variations in tax laws as compared to the United States and potential changes in the applicable tax laws in the United States and/or relevant non-U.S. jurisdictions; |
• | 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; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
• | we have a board of directors that includes a majority of “independent directors,” as defined under the rules of the NYSE; |
• | we have a compensation committee of our board of directors 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. |
• | 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. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our business combination. |
• | 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. |
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 6. |
Selected Financial Data. |
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. |
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 | ||
Rhett Bennett* |
40 | Chief Executive Officer and Chairman of the Board | ||
Jacob Smith* |
36 | Chief Financial Officer, Chief Accounting Officer, Secretary and Director | ||
Mel G. Riggs |
67 | Independent Director | ||
Charles W. Yates |
53 | Independent Director | ||
Stephen Straty |
66 | Independent Director |
* | Denotes an executive officer. |
• | the appointment, compensation, retention, replacement and oversight of the work of the independent registered public accounting firm and any other 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 or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm; |
• | 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 and (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; |
• | 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, 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 approving on an annual basis the compensation of all 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, recommending to the board of directors and overseeing the 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. |
• | None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management team or directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our Sponsor, officers and directors will not be entitled to redemption rights with respect to any Founder Shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our Sponsor, officers and directors have agreed that they will not be entitled to liquidating distributions with respect to any Founder Shares held by them if we fail to consummate our initial business combination within 18 months after the closing of our Public Offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire without value to the holder. Furthermore, with certain limited exceptions, the Founder Shares will not be transferable or assignable by our Sponsor until the earlier of: (a) 180 days after the completion of our initial business combination and (ii) subsequent to our initial business combination, the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination. Since our Sponsor and officers and directors may directly or indirectly own common stock and warrants following our Public Offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | Our Sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our Sponsor or an affiliate of our Sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business-combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
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 outstanding shares of common stock; |
• | each of our named executive officers and directors that beneficially owns shares of our common stock; and |
• | all our executive officers and directors as a group. |
Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned (2) |
Approximate Percentage of Outstanding Common Stock |
||||||
Black Mountain Sponsor LLC(3)(4) |
6,810,000 | 19.7 | % | |||||
Rhett Bennett(3) |
— | * | ||||||
Jacob Smith |
— | * | ||||||
Mel G. Riggs |
30,000 | * | ||||||
Charles W. Yates |
30,000 | * | ||||||
Stephen Straty |
30,000 | * | ||||||
All directors and executive officers as a group (five individuals) |
6,900,000 | (4) |
20.0 | % | ||||
Adage Capital Partners, L.P.(5) |
1,800,000 | 5.2 | % | |||||
Weiss Asset Management LP(6) |
1,221,506 | 3.5 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Black Mountain Acquisition Corp., 425 Houston Street, Suite 400, Fort Worth, Texas 76102. |
(2) | Interests shown consist solely of Founder Shares, classified as shares of Class B common stock. Such shares will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one |
(3) | Black Mountain Sponsor LLC is the record holder of the shares reported herein. Rhett Bennett is the managing member of Black Mountain Sponsor LLC. As such, Mr. Bennett may be deemed to have beneficial ownership of the common stock directly held by Black Mountain Sponsor LLC. Mr. Bennett disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(4) | These shares represent 100% of the Founder Shares. |
(5) | According to a Schedule 13G filed with the SEC on October 28, 2021 on behalf of Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”), Adage Capital Partners GP, L.L.C., a Delaware limited liability company (“ACPGP”), Adage Capital Advisors, L.L.C., a Delaware limited liability company (“ACA”), Robert Atchinson and Phillip Gross, the shares reported herein are directly owned by ACP. ACPGP is the general partner of ACP, ACA is the managing member of ACPGP, and Messrs. Atchinson and Gross are managing members of ACA. ACP has the power to dispose of and the power to vote the shares of Class A common stock beneficially owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s operations. Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the shares of Class A common stock beneficially owned by ACP. The business address of this stockholder is 200 Clarendon Street, 52nd Floor, Boston, MA 02116. |
(6) | According to a Schedule 13G filed with the SEC on October 22, 2021, on behalf of Weiss Asset Management LP, a Delaware limited partnership (“WAM”), WAM GP LLC, a Delaware limited liability company (“WAM GP”), and Andrew M. Weiss, Ph.D, the shares reported herein are directly owned by certain private investment funds for which WAM is the sole investment manager (the “Weiss Funds”). WAM GP is the sole general partner of WAM, and Mr. Weiss is the manager of WAMP GP. The Weiss Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported herein. The business address of this stockholder is 222 Berkeley Street, 16th Floor, Boston, MA 02116. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
Item 14 . |
Principal Accountant Fees and Services. |
Item 15 . |
Exhibits, Financial Statement Schedules |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
Page |
||||
F-1 |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
Exhibit Number |
Description | |
24 | Power of Attorney (included on signature page of this Annual Report on Form 10-K). | |
31.1* | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
31.2* | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
32.1** | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
32.2** | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRLTaxonomy Extension Schema Document | |
101.CAL | XBRLTaxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRLTaxonomy Extension Definition Linkbase Document | |
101.LAB | XBRLTaxonomy Extension Label Linkbase Document | |
101.PRE | XBRLTaxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). |
* | Filed herewith. |
** | Furnished herewith. |
Item 16. |
Form 10–K Summary. |
BLACK MOUNTAIN ACQUISITION CORP. | ||||||
Date: April 14, 2022 | By | /s/ Rhett Bennett | ||||
Name: | Rhett Bennett | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) |
Name |
Title | |
/s/ Rhett Bennett |
Chief Executive Officer and Chairman of the Board | |
Rhett Bennett | (Principal Executive Officer) | |
/s/ Jacob Smith |
Chief Financial Officer, | |
Jacob Smith | Chief Accounting Officer, Officer, Secretary and Director (Principal Financial Officer and Accounting Officer) | |
/s/ Mel G. Riggs |
Director | |
Mel G. Riggs | ||
/s/ Charles W. Yates |
Director | |
Charles W. Yates | ||
/s/ Stephen Straty |
Director | |
Stephen Straty |
Financial Statements: |
||||
F-1 |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
Assets: |
||||
Current assets: |
||||
Cash |
$ | |||
Prepaid expenses |
||||
|
|
|||
Total current assets |
||||
Prepaid expenses, non—current |
||||
Investments held in Trust Account |
||||
Total assets |
$ | |||
|
|
|||
Liabilities and Stockholders’ Deficit |
||||
Current liabilities: |
||||
Accrued offering costs and expenses |
$ | |||
Total current liabilities |
||||
|
|
|||
Deferred underwriting commissions |
||||
|
|
|||
Total liabilities |
||||
|
|
|||
Commitments and Contingencies (Note 6) |
||||
Class A common stock subject to possible redemption, |
||||
|
|
|||
Stockholders’ Deficit: |
||||
Preferred stock, $ |
||||
Class A common stock, $ |
||||
Class B common stock, $ |
||||
Stock subscription receivable |
( |
) | ||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total stockholders’ deficit |
( |
) | ||
|
|
|||
Total liabilities and stockholders’ deficit |
$ | |||
|
|
(1) | This number includes up to |
(2) | In October 2021, the Company effected a dividend of |
Formation and operating costs |
$ | |||
Loss from operations |
( |
) | ||
Other income: |
||||
Interest earned on marketable securities held in Trust Account |
||||
Other income, net |
||||
|
|
|||
Net loss |
$ |
( |
) | |
|
|
|||
Weighted average shares outstanding of Class A common stock |
||||
|
|
|||
Basic and diluted net loss per share, Class A common stock |
$ |
( |
) | |
|
|
|||
Weighted average shares outstanding of Class B common stock |
||||
|
|
|||
Basic and diluted net loss per share, Class B common stock (1)(2) |
$ |
( |
) | |
|
|
(1) | This number excludes an aggregate of up to |
(2) | In October 2021, the Company effected a dividend of |
Class A Common Stock |
Class B Common Stock |
|||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Additional Paid-in Capital |
Stock Subscription Receivable |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||
Balance – February 10, 2021 (Inception) |
$ | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||||
Issuance of Class B common stock to Sponsor (1)(2) |
— |
— |
||||||||||||||||||||||||||||||
Proceeds allocated to Public Warrants classified as equit y |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||
Sale of Private Placement Warrants classified as equity |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||
Offering costs allocated to Public Warrants classified as equity |
— |
— |
— |
— |
( |
) | — |
— |
( |
) | ||||||||||||||||||||||
Offering costs allocated to Private Placement Warrants classified as equity |
— |
— |
— |
— |
( |
) | — |
— |
( |
) | ||||||||||||||||||||||
Accretion for Class A common stock to redemption value |
— |
— |
— | — |
( |
) | — |
( |
) | ( |
) | |||||||||||||||||||||
Forfeiture of Founder Shares at no consideration |
— |
— |
( |
) |
( |
) |
— |
— |
— |
|||||||||||||||||||||||
Proceeds from Founder Shares purchased by Independent Directors |
— |
— |
( |
) | — |
|||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
( |
) | ( |
) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance – December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | $ |
( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | This number includes up to |
(2) | In October 2021, the Company effected a dividend of |
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Interest earned on marketable securities held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
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: |
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Proceeds from issuance of Class B common stock to Independent Directors |
||||
Proceeds from sale of Units, net of underwriting discounts paid |
||||
Proceeds from issuance of promissory note to related party |
||||
Repayment of promissory note – related party |
( |
) | ||
Payment of offering costs |
( |
) | ||
Net cash used in financing activities |
||||
Net Change in Cash |
||||
Cash – Beginning of period |
||||
Cash – End of period |
$ |
|||
Non-Cash investing and financing activities: |
||||
Remeasurement |
$ | |||
Deferred underwriting fee payable |
$ | |||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | |||
Forfeiture of Founder Shares at no consideration. |
$ |
|||
Stock subscription receivable for purchase of 90,000 Founder Shares by Independent Directors |
$ |
|||
A. |
Note 1 — Organization, Business Operations and Going Concern |
A. |
Organization and General |
B. |
Sponsor and Proposed Financing |
C. |
Trust Account |
D. |
Initial Business Combination |