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 or organization) |
(I.R.S. Employer Identification No.) |
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 |
Page |
||||||
PART 1 – FINANCIAL INFORMATION |
||||||
Item 1. |
Financial Statements | |||||
Condensed Balance Sheet (unaudited) | 1 | |||||
Condensed Statements of Operations (unaudited) | 2 | |||||
Condensed Statement of Changes in Shareholders’ Equity (unaudited) | 3 | |||||
Condensed Statement of Cash Flows (unaudited) | 4 | |||||
Notes to Condensed Financial Statements (unaudited) | 5 | |||||
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 | ||||
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk | 17 | ||||
Item 4. |
Control and Procedures | 17 | ||||
PART II – OTHER INFORMATION |
||||||
Item 1. |
Legal Proceedings | 17 | ||||
Item 1A. |
Risk Factors | 17 | ||||
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds | 18 | ||||
Item 3. |
Defaults Upon Senior Securities | 18 | ||||
Item 4. |
Mine Safety Disclosures | 18 | ||||
Item 5. |
Other Information | 18 | ||||
Item 6. |
Exhibits | 18 | ||||
20 |
Assets: |
||||
Due from related party |
$ | |||
Deferred offering costs |
||||
Total Assets |
$ | |||
Liabilities and Shareholder’s Equity: |
||||
Accrued offering costs |
$ | |||
Promissory note - related party |
||||
Total current liabilities |
||||
Commitments and Contingencies (Note 6) |
||||
Shareholder’s Equity |
||||
Preference shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ (1) |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total shareholder’s equity |
||||
Total Liabilities and Shareholder’s Equity |
$ | |
||
(1) | Includes up to |
For the three months ended June 30, 2021 |
For the period from February 10, 2021 (Inception) to June 30, 2021 |
|||||||
Formation and operating costs |
$ | $ | ||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Basic and diluted weighted average shares outstanding (1) |
||||||||
Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | ||
(1) | Excludes an aggregate of up to |
Class B |
||||||||||||||||||||
Ordinary Shares |
Additional Paid-In Capital |
Accumulated Deficit |
Shareholder’s Equity |
|||||||||||||||||
Shares (1) |
Amount |
|||||||||||||||||||
Balance as of February 10, 2021 (Inception) |
$ | $ | $ | $ | ||||||||||||||||
Class B ordinary shares issued to Sponsor |
||||||||||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||
Balance as of March 31, 2021 |
$ | |
$ | |
$ | ( |
$ | |||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||
Balance as of June 30, 2021 |
$ | $ | $ | ( |
$ | |||||||||||||||
(1) | Includes up to |
Cash flows from operating activities: |
||||
Net loss |
$ | ( |
||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
||||
Operating costs paid by Sponsor loan |
||||
Net cash used in operating activities |
||||
Net change in cash |
||||
Cash, beginning of the period |
||||
Cash, end of the period |
$ | |||
Supplemental disclosure of cash flow information: |
||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | |||
Deferred offering costs included in accrued offerings costs |
$ | |||
Deferred offering costs paid by Sponsor loan |
$ | |||
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of (the “30-day redemption period”); and |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any a period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
* | Filed herewith. |
** | Furnished. |
(1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on August 13, 2021 and incorporated by reference herein. |
10X CAPITAL VENTURE ACQUISITION CORP. II | ||||||
Date: September 24, 2021 | By: | /s/ Hans Thomas | ||||
Name: | Hans Thomas | |||||
Title: | Chief Executive Officer (Principal Executive Officer) | |||||
Date: September 24, 2021 | By: | /s/ Guhan Kandasamy | ||||
Name: | Guhan Kandasamy | |||||
Title: | Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer) |