ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
||
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
||||
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
Non-accelerated filer |
☒ |
Smaller reporting company |
||||
Emerging growth company |
U.S. GAAP ☒ |
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
Auditor Firm ID: |
Auditor Name: |
Auditor Location: | ||
Page |
||||||
Item 1. |
7 | |||||
Item 1A. |
20 | |||||
Item 1B. |
59 | |||||
Item 2. |
59 | |||||
Item 3. |
59 | |||||
Item 4 |
59 | |||||
Item 5. |
60 | |||||
Item 6. |
61 | |||||
Item 7. |
61 | |||||
Item 7A. |
64 | |||||
Item 8. |
64 | |||||
Item 9. |
64 | |||||
Item 9A. |
64 | |||||
Item 9B. |
65 | |||||
Item 9C. |
65 | |||||
Item 10. |
66 | |||||
Item 11. |
76 | |||||
Item 12. |
77 | |||||
Item 13. |
79 | |||||
Item 14. |
80 | |||||
Item 15. |
82 | |||||
Item 16. |
82 | |||||
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers 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; |
• | 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. |
• | our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. |
• | we are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | we may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. |
• | the ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | the ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | the ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination will be unsuccessful and that you will have to wait for liquidation in order to redeem your shares. |
• | the requirement that we complete an initial business combination within 15 months after the closing (or 18 months after the closing of our initial public offering if we extend the period of time to consummate a business combination) of our initial public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. |
• | Nasdaq 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. |
• | if we are deemed to be an investment company under the Investment Company Act of 1940 (the “Investment Company Act”), we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our business combination. |
• | 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. |
• | because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. |
• | we may issue additional ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue |
Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one |
• | if we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. |
• | since our Sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. |
• | the officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. |
• | if the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 15 months (or the next 18 months if we extend the period of time to consummate a business combination), it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial business combination. |
• | provisions in our second amended and restated memorandum and articles of association and Cayman Islands law may have the effect of inhibiting a takeover of us and discouraging lawsuits against our directors and officers. |
• | 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. |
• | are industry leaders that have demonstrated consistent top-line growth and/or are benefitting from secular tailwinds; |
• | have defensible and established business models, with sustainable competitive advantages and multiple avenues for growth – though many companies in our industries likely experienced substantial challenges related to the COVID-19 pandemic, we seek companies with fundamentally sound business models that will recover well; |
• | can potentially benefit from having a public currency to accelerate growth trajectory; |
• | can benefit from our management team’s operating expertise, industry network, and financing experience; |
• | are not reliant on financial leverage to generate returns; |
• | are at the point in their lifecycle at which going public, with the support of our highly experienced management team and access to our robust industry networks, is a natural next step; and |
• | are valued in such a way, relative to their public peers, that we will be able to offer an attractive risk-adjusted return for our stockholders. |
• | Services provided |
• | Aircraft services: |
• | Airport services: |
• | Asset management: |
• | Technology: |
• | Aircraft operations: |
• | End market: |
• | Size: |
• | Potential for add-on acquisitions:post-closing add-on acquisitions. Given our extensive industry networks and collective experience, we believe we will have access to a large number of private equity assets operating in the global aerospace, aviation, and aviation services sectors. Such add-on acquisitions can expedite growth for the target and help to amplify returns for our stockholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | restrictions on the nature of our investments; |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to. |
• | may significantly dilute the equity interest of investors in our initial public offering; |
• | may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded to our ordinary shares |
• | could cause a change in control if a substantial number of our 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. |
• | solely dependent upon the performance of a single business, property or assets, or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | 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 |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt 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 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 ordinary shares if declared, 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 it the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; |
• | limitation 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. |
• | costs and difficulties inherent in managing cross-border business operations and complying with difficult commercial and legal requirements of the overseas market; |
• | rules and regulations regarding currency redemption; |
• | tax issues, such as complex corporate taxes, withholding taxes on operating income and withholding taxes on shareholders; |
• | tax law changes and variations in tax laws as compared to the United States; |
• | 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; |
• | 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; |
• | terrorist attacks, natural disasters and wars; |
• | deterioration of political relations with the United States; and |
• | government appropriation of assets. |
• | we have a board of directors that includes a majority of ‘independent directors,’ as defined under the rules of Nasdaq; |
• | 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 of directors that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities |
• | 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; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
• | may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | 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; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our 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 is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our 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. |
Name |
Age |
Position | ||||
Edward J. Wegel |
64 | Chairman of the Board and Chief Executive Officer | ||||
Ryan Goepel |
47 | Chief Financial Officer | ||||
Jeremy Falk |
42 | Chief Operating Officer | ||||
Maggie Arvedlund |
42 | Director | ||||
Joseph DaGrosa, Jr. |
57 | Director | ||||
Nathaniel Felsher |
41 | Director | ||||
Abdol Moabery |
54 | Director |
• | 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 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 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; |
• | meeting 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 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. |
• | duty to act in good faith in what the director believes to be in the best interests of the company as a whole; |
• | duty to exercise authority for the purpose for which it is conferred; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
• | 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 may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our initial shareholders have agreed to waive their 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 initial shareholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within the completion window. 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 worthless. Furthermore, our initial shareholders have agreed not to transfer, assign or sell any founder shares held by them until one year after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, (i) the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement warrants and the Class A ordinary shares issuable upon exercise of 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 ordinary shares and warrants following this 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 or any of its affiliates may make additional investments in the company in connection with our initial business combination, although our sponsor and their affiliates have no obligation to do so. If our sponsor or any of its affiliates elect to make additional investments or provide financing, such proposed transactions could influence our sponsor’s motivation to complete 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 $1.5 million of such loans may be convertible into warrants 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. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
• | each of our executive officers and directors that beneficially owns ordinary shares; and |
• | all our executive officers and directors as a group. |
Class A Ordinary Shares |
Class B Ordinary Shares |
|||||||||||||||
Name and Address of Beneficial Owner |
Number of Shares Beneficially Owned |
% of Class |
Number of Shares Beneficially Owned (1) |
% of Class |
||||||||||||
AVi8 Acquisition LLC (our Sponsor) (2)(3) |
— | — | 5,455,000 | 94.87 | % | |||||||||||
Edward J. Wegel (2) (3) |
— | — | 5,455,000 | 94.87 | % | |||||||||||
Jeremy Falk (3) |
— | — | 75,000 | * | ||||||||||||
Joseph DaGrosa, Jr. (3) |
— | — | 50,000 | * | ||||||||||||
Nathaniel Felsher (3) |
— | — | 50,000 | * | ||||||||||||
Abdol Moabery (3) |
— | — | 50,000 | * | ||||||||||||
Ryan Goepel (3) |
— | — | 50,000 | * | ||||||||||||
Alvin Khoo (3) |
— | — | 10,000 | * | ||||||||||||
Marc Cho (3) |
— | — | 10,000 | * | ||||||||||||
Maggie Arvedlund (3) |
— | — | — | — | ||||||||||||
All officers and directors as a group (9 individuals) |
— | — | 5,750,000 | — | ||||||||||||
Saba Capital Management, L.P. (4) |
2,059,428 | 9.0 | % | |||||||||||||
Highbridge Capital Management, LLC (5) |
1,431,598 | 6.22 | % | — | — |
* | Less than one percent. |
(1) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one |
(2) | AVi8 Acquisition LLC is the record holder of the shares reported herein. Edward J. Wegel is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Wegel may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Mr. Wegel disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(3) | Each of such persons holds an indirect interest in founder shares through AVi8 Acquisition LLC. The business address of each individual is 2333 Ponce de Leon Blvd., Suite 630, Coral Gables, FL 33134. |
(4) | Based on information provided in a Schedule 13G/A filed with the SEC on February 17, 2022 by Saba Capital Management, L.P., Boaz R. Weinstein and Saba Capital Management GP, LLC. Based on such Schedule 13G/A, the address for the Reporting Person is 2333 Ponce de Leon Blvd., Suite 630, Coral Gables, FL 33134. |
(5) | Based on information provided in a Schedule 13G/A filed with the SEC on February 14, 2022 by Highbridge Capital Management, LLC Based on such Schedule 13G/A, the address for the Reporting Person is 277 Park Avenue, 23 rd Floor, New York, NY 10172. |
(1) | Financial Statements |
Page |
||||
F-1 | ||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 |
(2) | Financial Statement Schedules |
(3) | Exhibits |
Assets |
||||
Cash |
$ | |||
Other current assets |
||||
Total current assets |
||||
Investment held in Trust Account |
||||
Other non-current assets |
||||
Total Assets |
$ | |||
Liability and Stockholders’ Equity |
||||
Current liability: |
||||
Accounts payable and accrued expenses |
$ | |||
Note payable |
||||
Total current liabilities |
||||
Deferred underwriting compensation |
||||
Derivative warrant liabilities |
||||
Total liabilities |
||||
Commitments and Contingencies (Note 5) |
||||
Common stock subject to possible redemption, |
||||
Stockholders’ Equity: |
||||
Preferred stock, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total stockholders’ equity |
( |
) | ||
Total Liabilities and Stockholders’ Equity |
$ | |||
General and administrative expenses |
$ |
|||
|
|
|||
Loss from operations |
( |
) | ||
Other income (expense): |
||||
Offering costs allocated to warrant liabilities |
( |
) | ||
Change in fair value of derivative warrant liabilities |
||||
Interest earned on cash held in trust account |
||||
|
|
|||
Total other income, net |
||||
|
|
|||
Net loss |
$ | ( |
) | |
|
|
|||
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Class A |
||||
|
|
|||
Basic and diluted net loss per share, Class A |
$ | ( |
) | |
Basic and diluted weighted average shares outstanding, Class B |
||||
Basic and diluted net loss per share, Class B |
$ |
Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance as of April 20, 2021 (inception) |
$ |
$ |
$ |
$ |
||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— |
|||||||||||||||||||
Stock-based compensation |
— |
— |
— |
|||||||||||||||||
Proceeds from Private Placement Warrants in excess of fair value |
— |
— |
— |
|||||||||||||||||
Adjust Class A common stock to redemption amount |
— |
— |
( |
) |
( |
) |
( |
) | ||||||||||||
Net loss |
— |
— |
— |
( |
) |
( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2021 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Offering costs allocated to warrant liabilities |
||||
Stock-based compensation |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Interest income |
( |
) | ||
Other changes |
||||
Changes |
||||
Other current assets |
( |
) | ||
Accounts payable and accrued expenses |
||||
Non-current assets |
( |
) | ||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activity: |
||||
Proceeds deposited in Trust Account |
( |
) | ||
Net cash used in investing activity |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds from initial public offering, net of costs |
||||
Proceeds from private placement |
||||
Proceeds from sale of common stock to initial shareholders |
||||
Proceeds from loans from related parties |
||||
Payment of deferred offering costs |
( |
) | ||
Repayment of loans from related parties |
( |
) | ||
Net cash provided by financing activities |
||||
Net increase in cash |
||||
Cash, April 20, 2021 (inception) |
||||
Cash, end of the period |
$ | |||
Supplemental disclosure of noncash investing and financing activities |
||||
Initial value of common stock subject to possible redemption |
$ | |||
Deferred underwriter commissions payable |
||||
Initial classification of derivative warrant liabilities |
||||
Class B sponsor contribution |
||||
Gross proceeds |
$ |
|||
Less: |
||||
Offering costs allocated to Class A |
( |
) | ||
Plus: |
||||
Deferred underwriting costs |
||||
Remeasurement of carrying value to redemption value |
||||
Class A ordinary shares subject to possible redemption |
$ |
For the period from April 20, 2021 (inception) to December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per ordinary share |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ |
( |
) |
$ |
( |
) | ||
Denominator: |
||||||||
Basic and diluted weighted average common shares |
||||||||
Basic and diluted net loss per ordinary share |
$ |
( |
) |
$ |
( |
) | ||
• |
Level 1 – Observable inputs for identical assets or liabilities such as quoted prices in active markets; |
• |
Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
• |
Level 3 – Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use. |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if the last reported sale price of Class A ordinary shares for any sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $ |
• |
in whole and not in part; |
• | at a price of $ |
• | if, and only if the Reference Value equals or exceeds $ |
• | if, and only if the Reference Value is less than $ warrants. The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the |
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: |
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
December 31, 2021 |
||||||
Assets: |
||||||||
Cash held in Trust Account |
1 |
$ |
||||||
Liabilities |
||||||||
Warrant Liability – Public Warrants |
3 |
$ |
||||||
Warrant Liability – Private Placement Warrants |
3 |
$ |
Input |
September 30, 2021 (Initial Measurement) |
December 31, 2021 |
||||||
Risk-free interest rate |
% |
% | ||||||
Expected term (years) |
||||||||
Expected volatility |
% |
% | ||||||
Exercise price |
$ |
$ |
||||||
Unit Price (public) |
$ |
$ |
||||||
Unit Price (private) |
$ |
$ |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of April 20, 2021 (inception) |
$ |
$ |
$ |
|||||||||
Initial measurement on September 30, 2021 |
||||||||||||
Change in valuation inputs and other assumptions |
( |
) |
( |
) |
( |
) | ||||||
Fair value as of December 31, 2021 |
$ |
$ |
$ |
|||||||||
* | Filed herewith |
TALON 1 ACQUISITION CORP. | ||||||
Date: April 1, 2022 | By: | /s/ Edward J. Wegel | ||||
Name: | Edward J. Wegel | |||||
Title: | Chief Executive Officer |
SIGNATURE |
TITLE |
DATE | ||
/s/ Edward J. Wegel Edward J. Wegel |
Chief Executive Officer, Director (principal executive officer) |
April 1, 2022 | ||
/s/ Ryan Goepel Ryan Goepel |
Chief Financial Officer (principal financial and accounting officer) |
April 1, 2022 | ||
/s/ Maggie Arvedlund Maggie Arvedlund |
Director |
April 1, 2022 | ||
/s/ Joseph DaGrosa, Jr. Joseph DaGrosa, Jr. |
Director |
April 1, 2022 | ||
/s/ Nathaniel Felsher Nathaniel Felsher |
Director |
April 1, 2022 | ||
/s/ Abdol Moabery Abdol Moabery |
Director |
April 1, 2022 |