☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Cayman Islands
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N/A
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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660 Madison Ave., Suite 1600
New York, NY
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10065
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(Address of Principal Executive Offices)
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Zip Code
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
|
||
Class A ordinary shares, par value $0.0001 per share
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SSPK
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The Nasdaq Stock Market LLC
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||
Redeemable warrants, each warrant exercisable for one
Class A ordinary share at an exercise price of $11.50
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SSPKW
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The Nasdaq Stock Market LLC
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||
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
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SSPKU
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The Nasdaq Stock Market LLC
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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Page
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iii
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1
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Item 1. |
1
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Item 1A. |
13
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Item 1B. |
53
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Item 2. |
53
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Item 3. |
53
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Item 4. |
53
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54
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Item 5. |
54
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Item 6. |
55
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Item 7. |
55
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Item 7A. |
59
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Item 8. |
59
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Item 9. |
59
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Item 9A. |
59
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Item 9B. |
60
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60
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Item 10. |
60
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Item 11. |
68
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Item 12. |
69 |
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Item 13. |
72
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Item 14. |
74
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75
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Item 15. |
75
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Item 16. |
76
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F-1
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Item 1. |
Business
|
● |
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 the initial business combination and the redemption rights as is
required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
|
● |
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
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● |
file proxy materials with the SEC.
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Item 1A. |
Risk Factors
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● |
a limited availability of market quotations for our securities;
|
● |
reduced liquidity with respect to such 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, possibly resulting in a reduced level of trading activity in the
secondary trading market for our securities;
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● |
a limited amount of news and analyst coverage for our company; and
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● |
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;
|
● |
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 currently not subject to.
|
● |
may significantly dilute the equity interest of investors in our IPO;
|
● |
may subordinate the rights of holders of Class A ordinary shares if preferred 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;
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● |
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 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
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● |
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.
|
● |
The cannabis industry is extremely speculative and its legality is uncertain, making it subject to inherent risk;
|
● |
Use of cannabis that is not in compliance with the U.S. Controlled Substances Act is illegal under U.S. federal law, and therefore, strict enforcement of U.S. federal laws regarding the use, cultivation, manufacturing, processing,
transportation, distribution, storage and/or sale of cannabis would likely result in our inability to execute a business plan in the cannabis industry;
|
● |
Changes in the current policies of the Biden Administration and the U.S. Department of Justice resulting in heightened enforcement of U.S. federal cannabis laws may negatively impact our ability to pursue our prospective business
operations and/or generate revenues;
|
● |
U.S. federal courts may refuse to recognize the enforceability of contracts pertaining to any business operations that are deemed illegal under U.S. federal law and, as a result, cannabis-related contracts could prove unenforceable in
such courts;
|
● |
Consumer complaints and negative publicity regarding cannabis-related products and services could lead to political pressure on states to implement new laws and regulations that are adverse to the cannabis industry, to not modify
existing, restrictive laws and regulations or to reverse current favorable laws and regulations relating to cannabis;
|
● |
Assets leased to cannabis businesses may be forfeited to the U.S. federal government in connection with government enforcement actions under U.S. federal law;
|
● |
U.S. Food and Drug Administration regulation of cannabis and the possible registration of facilities where cannabis is grown could negatively affect the cannabis industry, which could directly affect our financial condition;
|
● |
Due to our proposed involvement in the regulated cannabis industry, we may have a difficult time obtaining the various insurance policies that are needed to operate our business, which may expose us to additional risks and financial
liabilities;
|
● |
The cannabis industry may face significant opposition from other industries that perceive cannabis products and services as competitive with their own, including but not limited to the pharmaceutical industry, adult beverage industry and
tobacco industry, all of which are have powerful lobbying and financial resources;
|
● |
Many national and regional banks have been resistant to doing business with cannabis companies because of the uncertainties presented by federal law and, as a result, we may have difficulty accessing the service of banks, which may
inhibit our ability to open bank accounts or otherwise utilize traditional banking services;
|
● |
Due to our proposed involvement in the regulated cannabis industry, we may have a difficult time obtaining financing in connection with our initial business combination or thereafter;
|
● |
Laws and regulations affecting the regulated cannabis industry are varied, broad in scope and subject to evolving interpretations, and may restrict the use of the properties we acquire or require certain additional regulatory approvals,
which could materially adversely affect our operations;
|
National securities exchanges may not list companies engaged in the cannabis industry;
|
● |
Section 280E of the Internal Revenue Code of 1986, as amended, which disallows a tax deduction for any amount paid or incurred in carrying on any trade or business that consists of trafficking in controlled substances prohibited by
federal or state law, may prevent us from deducting certain business expenditures, which would increase our net taxable income; and
|
● |
Risks similar to those discussed above based on regulations of other jurisdictions in which a prospective target may operate or be organized in.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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(1)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,
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(2)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are
being made only in accordance with authorizations of our management and directors, and
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(3)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
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Name
|
Age
|
Title
|
||
Scott Gordon
|
59
|
Chief Executive Officer and Chairman
|
||
William Healy
|
57
|
President and Director
|
||
Gregory M. Gentile
|
44
|
Chief Financial Officer
|
||
Orrin Devinsky
|
63
|
Director
|
||
Richard M. Goldman
|
59
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Director
|
||
Kenneth H. Landis
|
70
|
Director
|
• |
assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’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 hiring policies for employees or former employees of the independent auditors;
|
• |
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 auditors 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 election at the annual meeting of
shareholders 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.
|
• |
duty to act in good faith in what the director or officer 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;
|
• |
duty to 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 that 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 their founder shares and any public shares held by them in connection with the completion of our initial business combination. Our directors and officers
have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their
founder shares if we fail to consummate our initial business combination by July 10, 2021. However, if our initial shareholders or any of our officers, directors or affiliates acquire public shares, they will be entitled to liquidating
distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. 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. With certain limited
exceptions, the founder shares will not be transferable, assignable or salable by our initial shareholders until the earlier of (1) one year after the completion of our initial business combination and (2) the date on which we consummate a
liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash,
securities or other property. Notwithstanding the foregoing, if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions,
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, the founder shares will be released from the lock-up. With certain
limited exceptions, the private placement warrants and the Class A ordinary shares underlying such warrants will not be transferable, assignable or salable by our sponsor 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 our IPO, 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 negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial
business combination and, as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular 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.
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Individual
|
Entity
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Entity’s Business
|
Affiliation
|
|||
Scott Gordon
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Egg Rock Holdings (including subsidiaries operating the Papa & Barkley business line)
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Cannabis products, manufacturing, processing, and logistics; hemp-derived CBD
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Co-founder and Chairman
|
|||
Silver Spike Capital
|
Asset management fund focused on cannabis and related health & wellness industries
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Manager, CEO
|
||||
Silver Spike Acquisition Corp II
|
Blank check company
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CEO and Chairman
|
||||
William Healy
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Silver Spike Capital
|
Asset management fund focused on cannabis and related health & wellness industries
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Manager
|
|||
Silver Spike Acquisition Corp II
|
Blank check company
|
President and Director
|
||||
Greg Gentile
|
Silver Spike Capital
|
Asset management fund focused on cannabis and related health & wellness industries
|
Manager, CFO
|
|||
Silver Spike Acquisition Corp II
|
Blank check company
|
CFO
|
||||
Orrin Devinsky
|
NYU Langone Comprehensive Epilepsy Center
|
Medical center
|
Director
|
|||
NYU School of Medicine
|
Medical school
|
Professor of Neurology, Neuroscience, Psychiatry and Neurosurgery
|
||||
Tilray
|
Pharmaceutical and cannabis
|
Chair of the Medical Advisory Board
|
||||
Papa & Barkley
|
Cannabis products, manufacturing, processing, and logistics; hemp-derived CBD
|
Member of the Scientific Advisory Board
|
||||
Tevard
|
Genetic therapy
|
Member of the Business and Scientific Advisory Boards
|
||||
Engage Therapeutics
|
Biopharmaceutical
|
Member of the Business and Scientific Advisory Boards
|
||||
Receptor Life Sciences
|
Cannabinoid medicine drug development
|
Chief Medical Officer
|
||||
Empatica
|
Seizure detection watch
|
Member of the Scientific Advisory Board
|
||||
RETTCO
|
Genetic therapy
|
Member of the Scientific Advisory Board
|
||||
Qstate Biosciences
|
Genetic therapy
|
Member of the Scientific Advisory Board
|
||||
Richard Goldman
|
Becket Capital, LLC
|
Advisory services firm for investment management companies
|
Managing Member
|
|||
O’Shares Investments ETF Trust
|
Exchange-traded investment fund
|
Independent Director
|
||||
Harvest Volatility Edge Trust
|
Mutual fund investment trust
|
Independent Chairman of the Board
|
||||
Trinitas Capital Management
|
Investment management firm
|
Member of Board of Directors
|
||||
Axonic Alternative Income Interval Fund
|
Mutual fund
|
Lead Independent Director
|
||||
Kenneth H. Landis
|
Landis Capital, LLC
|
Venture capital
|
Chief Executive Officer
|
|||
Suffield Academy
|
Preparatory school
|
Trustee
|
||||
TULA Life, INC
|
Cosmetics
|
Member of Board of Directors
|
||||
AllWork, Inc.
|
Human resources technology
|
Member of Board of Directors
|
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 B ordinary shares(2)
|
Class A ordinary shares
|
|||||||||||||||||||
Name of Beneficial Owners(1)
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage of
Class
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage of
Class
|
Approximate
Percentage of
Voting
Control
|
|||||||||||||||
Anthony A. Yoseloff (3)
|
—
|
—
|
1,900,000
|
7.6
|
%
|
6.08
|
%
|
|||||||||||||
Polar Asset Management Partners, Inc.(4)
|
—
|
—
|
2,573,000
|
8.2
|
%
|
6.5
|
%
|
|||||||||||||
Weiss Asset Management KO(5)
|
—
|
—
|
1,890,387
|
6.1
|
%
|
4.9
|
%
|
|||||||||||||
Silver Spike Sponsor, LLC(6)
|
6,250,000
|
100
|
%
|
—
|
—
|
20.00
|
%
|
|||||||||||||
Scott Gordon
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
William Healy
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Gregory Gentile
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Orrin Devinsky
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Richard Goldman
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Kenneth Landis
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
All directors and officers as a group (nine individuals)
|
—
|
—
|
—
|
—
|
—
|
* |
Less than one 1%.
|
(1) |
Unless otherwise noted, the business address of each of the following entities or individuals is 660 Madison Ave, Suite 1600, New York, New York 10065, United States of America.
|
(2) |
Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares on the first business day following our initial business combination on a
one-for-one basis.
|
(3) |
Includes 357,960 Class A ordinary shares held by Davidson Kempner Partners (“DKP”); 755,630 Class A ordinary shares held by Davidson Kempner Institutional Partners, L.P. (“DKIP”); and 786,410 Class A ordinary shares held by Davidson Kempner
International, Ltd. (“DKIL”). Davidson Kempner Capital Management LP (“DKCM”) acts as investment advisor to each of DKP, DKIP and DKIL either directly or by virtue of a sub-advisory agreement with the investment manager of the relevant fund.
Mr. Anthony Yoseloff, though DKCM, is responsible for the voting and investment decisions related to the Class A ordinary shares held by DKP, DKIP and DKIL. The address of Mr. Yoseloff is c/o Davidson Kempner Capital Management LP, 520 Madison
Avenue, 30th Floor, New York, New York 10022.
|
(4) |
Includes shares held by Polar Multi-Strategy Master Fund and certain managed accounts, for which Polar Asset Management Partners, Inc. serves as the investment advisor and has sole voting and dispositive power. The address of Polar Asset
Management Partners, Inc. is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.
|
(5) |
Includes Class A ordinary shares beneficially owned by a private investment partnership (the “Partnership”) of which BIP GP LLC is the sole general partner. Weiss Asset Management LP is the sole investment manager to the Partnership. WAM GP
is the sole general partner of Weiss Asset Management LP. Andrew Weiss is the managing member of WAM GP and BIP GP. Shares reported for WAM GP, Mr. Andrew Weiss, Ph.D. and Weiss Asset Management include shares beneficially owned by the
Partnership (and reported above for BIP GP LLC). BIP GP LLC, Weiss Asset Management LP, WAM GP LLC, and Andrew M. Weiss, Ph.D. have a business address of 222 Berkeley St., 16th floor, Boston, Massachusetts 02116.
|
(6) |
Our executive officers are the three managers of our sponsor’s board of managers. Any action by our sponsor with respect to our Company or the founders shares, including voting and dispositive decisions, requires a majority vote of the
managers of the board of managers. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of our sponsor’s managers, none of the managers of our sponsor is deemed to be a beneficial owner of our
sponsor’s securities, even those in which he holds a pecuniary interest. Accordingly, none of our executive officers is deemed to have or share beneficial ownership of the founders shares held by our sponsor.
|
• |
Repayment of an aggregate of up to $250,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
|
• |
Payment to our sponsor of up to $20,000 per month for office space, administrative and support services;
|
• |
Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
|
• |
Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not
been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender.
|
(a)
|
The following documents are filed as part of this Form 10-K:
|
(1)
|
Financial Statements:
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Balance Sheet
|
F-3
|
Statement of Operations
|
F-4
|
Statement of Changes in Shareholders’ Equity
|
F-5
|
Statement of Cash Flows
|
F-6
|
Notes to Financial Statements
|
F-7
|
(2)
|
Financial Statement Schedules:
|
(3)
|
Exhibits:
|
Exhibit
No.
|
Description
|
|
Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 (File No. 333-235447) filed with the SEC on July 26, 2019)
|
||
Amendment to Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2021)
|
||
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended (incorporated herein by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020)
|
||
Warrant Agreement, dated August 7, 2019, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC
on August 12, 2019)
|
||
Letter Agreement, dated August 7, 2019, among the Company and its officers and directors and Silver Spike Sponsor, LLC (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August
12, 2019)
|
||
Investment Management Trust Agreement, dated December 10, 2019, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K
filed with the SEC on August 12, 2019)
|
||
Registration Rights Agreement, dated December 10, 2019, between the Company and certain security holders (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2019)
|
||
Administrative Services Agreement, dated December 10, 2019, between the Company and Silver Spike Sponsor, LLC (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on August 12,
2019)
|
||
Sponsor Warrants Purchase Agreement, dated December 10, 2019, between the Company and Silver Spike Sponsor, LLC (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on August 12,
2019)
|
||
Agreement and Plan of Merger, dated December 10, 2020, by and among Silver Spike, Merger Sub, WMH and the Holder Representative named therein (incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed
with the SEC on December 10, 2020)
|
||
Form of Subscription Agreement (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2020)
|
||
Form of Voting and Support Agreement, dated December 10, 2020 (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2020)
|
||
Sponsor Letter Agreement, dated December 10, 2020, by and among Silver Spike, Merger Sub and WMH (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed
with the SEC on December 16, 2020)
|
||
Promissory Note dated February 18, 2021, issued by Silver Spike Acquisition Corp. to the Sponsor (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2021)
|
||
Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*
|
||
Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
|
||
Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
||
Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
||
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Filed herewith.
|
Silver Spike Acquisition Corp.
|
|||
By:
|
/s/ Scott Gordon
|
||
Name: Scott Gordon
|
|||
Title: Chief Executive Officer and Chairman
|
Name
|
Positon
|
Date
|
||
/s/ Scott Gordon
|
Chief Executive Officer and Chairman (Principal Executive Officer)
|
March 8, 2021
|
||
Scott Gordon
|
||||
/s/ William Healy
|
President and Director
|
March 8, 2021
|
||
William Healy
|
||||
/s/ Gregory M. Gentile
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
March 8, 2021
|
||
Gregory M. Gentile
|
||||
/s/ Orrin Devinsky
|
Director
|
March 8, 2021
|
||
Orrin Devinsky
|
||||
/s/ Richard M. Goldman
|
Director
|
March 8, 2021
|
||
Richard M. Goldman
|
||||
/s/ Kenneth H. Landis
|
Director
|
March 8, 2021
|
||
Kenneth H. Landis
|
F-2
|
|
Financial Statements:
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7 to F-16
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
312,707
|
$
|
894,589
|
||||
Prepaid expenses
|
30,833
|
257,110
|
||||||
Total Current Assets
|
343,540
|
1,151,699
|
||||||
Marketable securities held in Trust Account
|
254,187,706
|
251,924,993
|
||||||
Total Assets
|
$
|
254,531,246
|
$
|
253,076,692
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current liabilities - accounts payable and accrued expenses
|
$
|
3,152,970
|
$
|
96,895
|
||||
Deferred underwriting fee payable
|
8,750,000
|
8,750,000
|
||||||
Total Liabilities
|
11,902,970
|
8,846,895
|
||||||
Commitments
|
||||||||
Class A ordinary shares subject to possible redemption, 23,371,338 and 23,740,181 shares at redemption value at December 31, 2020 and 2019, respectively
|
237,628,272
|
239,229,796
|
||||||
Shareholders’ Equity
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
—
|
—
|
||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,628,662 and 1,259,819 shares issued and outstanding (excluding 23,371,338 and 23,740,181 shares
subject to possible redemption) at December 31, 2020 and 2019, respectively
|
163
|
126
|
||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,250,000 shares issued and outstanding at December 31, 2020 and 2019
|
625
|
625
|
||||||
Additional paid-in capital
|
4,982,578
|
3,381,091
|
||||||
Retained earnings
|
16,638
|
1,618,159
|
||||||
Total Shareholders’ Equity
|
5,000,004
|
5,000,001
|
||||||
Total Liabilities and Shareholders’ Equity
|
$
|
254,531,246
|
$
|
253,076,692
|
|
Year
Ended
December 31, 2020
|
For the
Period
from
June 7, 2019
(Inception)
Through
December 31, 2019
|
||||||
|
||||||||
Formation and operating costs
|
$
|
3,864,234
|
$
|
306,834
|
||||
Loss from operations
|
(3,864,234
|
)
|
(306,834
|
)
|
||||
|
||||||||
Other income:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
2,257,985
|
1,812,577
|
||||||
Unrealized gain on marketable securities held in Trust Account
|
4,728
|
112,416
|
||||||
Other income
|
2,262,713
|
1,924,993
|
||||||
|
||||||||
Net (loss) income
|
$
|
(1,601,521
|
)
|
$
|
1,618,159
|
|||
|
||||||||
Basic and diluted weighted average shares outstanding, Ordinary shares subject to redemption
|
23,699,368
|
23,754,184
|
||||||
Basic and diluted net income per share, Ordinary shares subject to redemption
|
$
|
0.09
|
$
|
0.08
|
||||
Basic and diluted weighted average shares outstanding, Ordinary shares
|
7,550,632
|
7,111,079
|
||||||
Basic and diluted net loss per share, Ordinary shares
|
$
|
(0.49
|
)
|
$
|
(0.03
|
)
|
Class A
Ordinary Shares
|
Class B
Ordinary Shares
|
Additional
Paid-in
|
Retained
|
Total
Shareholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Earnings
|
Equity
|
||||||||||||||||||||||
Balance – June 7, 2019 (inception)
|
—
|
$
|
—
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||||
Issuance of Class B ordinary shares to Sponsor
|
7,187,500
|
719
|
24,281
|
—
|
25,000
|
|||||||||||||||||||||||
Sale of 25,000,000 Units, net of underwriting discounts and offering expenses
|
25,000,000
|
2,500
|
—
|
—
|
235,584,138
|
—
|
235,586,638
|
|||||||||||||||||||||
Sale of 7,000,000 Private Placement Warrants
|
—
|
—
|
—
|
—
|
7,000,000
|
—
|
7,000,000
|
|||||||||||||||||||||
Forfeiture of 937,500 Class B ordinary shares
|
—
|
—
|
(937,500
|
)
|
(94
|
)
|
94
|
—
|
—
|
|||||||||||||||||||
Class A ordinary shares subject to possible redemption
|
(23,740,181
|
)
|
(2,374
|
)
|
—
|
—
|
(239,227,422
|
)
|
—
|
(239,229,796
|
)
|
|||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
—
|
1,618,159
|
1,618,159
|
|||||||||||||||||||||
Balance – December 31, 2019
|
1,259,819
|
126
|
6,250,000
|
625
|
3,381,091
|
1,618,159
|
5,000,001
|
|||||||||||||||||||||
Change in value of Class A ordinary shares subject to possible redemption
|
368,843
|
37
|
—
|
—
|
1,601,487
|
—
|
1,601,524
|
|||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(1,601,521
|
)
|
(1,601,521
|
)
|
|||||||||||||||||||
Balance – December 31, 2020
|
1,628,662
|
$
|
163
|
6,250,000
|
$
|
625
|
$
|
4,982,578
|
$
|
16,638
|
$
|
5,000,004
|
Year Ended
December 31, 2020
|
For the
Period from
June 7, 2019
(Inception)
Through
December 31, 2019
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net (loss) income
|
$
|
(1,601,521
|
)
|
$
|
1,618,159
|
|||
Adjustments to reconcile net (loss) income to net cash used in operating activities:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
(2,257,985
|
)
|
(1,812,577
|
)
|
||||
Unrealized gain on marketable securities held in Trust Account
|
(4,728
|
)
|
(112,416
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
226,277
|
(257,110
|
)
|
|||||
Accounts payable and accrued expenses
|
3,056,075
|
96,895
|
||||||
Net cash used in operating activities
|
(581,882
|
)
|
(467,049
|
)
|
||||
Cash Flows from Investing Activities:
|
||||||||
Investment of cash in Trust Account
|
—
|
(250,000,000
|
)
|
|||||
Net cash used in investing activities
|
—
|
(250,000,000
|
)
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from sale of Units, net of underwriting discounts paid
|
—
|
245,000,000
|
||||||
Proceeds from sale of Private Placement Warrants
|
—
|
7,000,000
|
||||||
Proceeds from promissory note – related party
|
—
|
237,470
|
||||||
Repayment of promissory note - related party
|
—
|
(237,470
|
)
|
|||||
Payment of offering costs
|
—
|
(638,362
|
)
|
|||||
Net cash provided by financing activities
|
—
|
251,361,638
|
||||||
Net Change in Cash
|
(581,882
|
)
|
894,589
|
|||||
Cash – Beginning
|
894,589
|
—
|
||||||
Cash – Ending
|
$
|
312,707
|
$
|
894,589
|
||||
Non-Cash Investing and Financing Activities:
|
||||||||
Initial classification of Class A ordinary shares subject to possible redemption
|
$
|
—
|
237,606,630
|
|||||
Change in value of Class A ordinary shares subject to possible redemption
|
$
|
(1,601,524
|
)
|
$
|
1,623,166
|
|||
Offering costs paid directly by Sponsor for issuance of Class B ordinary shares
|
$
|
—
|
$
|
25,000
|
||||
Deferred underwriting fee
|
$
|
—
|
$
|
8,750,000
|
For year ended
December 31, 2020
|
For the Period
from June 7, 2019
(Inception)
through
December 31, 2019
|
|||||||
Ordinary shares subject to possible redemption
|
||||||||
Numerator: Earnings allocable to Ordinary shares subject to possible redemption
|
||||||||
Interest income
|
$
|
2,110,990
|
$
|
1,721,223
|
||||
Unrealized gain on investments held in Trust Account
|
4,420
|
106,750
|
||||||
Net income
|
$
|
2,115,410
|
$
|
1,827,973
|
||||
Denominator: Weighted Average Ordinary shares subject to possible redemption
|
||||||||
Basic and diluted weighted average shares outstanding
|
23,699,368
|
23,754,184
|
||||||
Basic and diluted net income per share
|
$
|
0.09
|
$
|
0.08
|
||||
Non-Redeemable Ordinary Shares
|
||||||||
Numerator: Net Loss minus Net Earnings
|
||||||||
Net loss
|
$
|
(1,601,521
|
)
|
$
|
1,618,159
|
|||
Net loss allocable to Ordinary shares subject to possible redemption
|
(2,115,410
|
)
|
(1,827,973
|
)
|
||||
Non-Redeemable Net Loss
|
$
|
(3,716,931
|
)
|
$
|
(209,814
|
)
|
||
Denominator: Weighted Average Non-Redeemable Ordinary Shares
|
||||||||
Basic and diluted weighted average shares outstanding
|
7,550,632
|
7,111,079
|
||||||
Basic and diluted net loss per share
|
$
|
(0.49
|
)
|
$
|
(0.03
|
)
|
•
|
in whole and not in part;
|
•
|
at a price of $0.01 per Public Warrant;
|
•
|
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
•
|
if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances,
subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to the warrant holders.
|
•
|
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 the Company assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Description
|
Level
|
December 31,
2020
|
December 31,
2019
|
|||||||||
Assets:
|
||||||||||||
Marketable securities held in Trust Account
|
1
|
$
|
254,187,706
|
$
|
251,924,993
|
1.
|
I have reviewed this annual report on Form 10-K of Silver Spike Acquisition Corp. (the “Company”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this report;
|
4.
|
The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a 15(e) and 15d 15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d 15(f)) for the Company and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
|
5.
|
The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the
Company's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to
record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
|
/s/ Scott Gordon
|
|
Scott Gordon
|
|
Chief Executive Officer and Chariman
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Silver Spike Acquisition Corp. (the “Company”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this report;
|
4.
|
The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a 15(e) and 15d 15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d 15(f)) for the Company and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
|
5.
|
The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the
Company's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to
record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
|
/s/ Gregory M. Gentile
|
|
Gregory M. Gentile
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
1.
|
The Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934; and
|
2.
|
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Scott Gordon
|
|
Scott Gordon
|
|
Chief Executive Officer and Chairman
|
|
(Principal Executive Officer) |
1.
|
The Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934; and
|
2.
|
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Gregory M. Gentile
|
|
Gregory M. Gentile
|
|
Chief Financial Officer
|
Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2020 |
Mar. 06, 2021 |
Jun. 30, 2020 |
|
Entity Listings [Line Items] | |||
Entity Registrant Name | Silver Spike Acquisition Corp. | ||
Entity Central Index Key | 0001779474 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, State or Province | NJ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 253,250,000 | ||
Class A Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 24,998,575 | ||
Class B Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,250,000 |
STATEMENTS OF OPERATIONS - USD ($) |
7 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2019 |
Dec. 31, 2020 |
|
STATEMENT OF OPERATIONS [Abstract] | ||
Formation and operating costs | $ 306,834 | $ 3,864,234 |
Loss from operations | (306,834) | (3,864,234) |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 1,812,577 | 2,257,985 |
Unrealized gain on marketable securities held in Trust Account | 112,416 | 4,728 |
Other income | 1,924,993 | 2,262,713 |
Net (loss) income | $ 1,618,159 | $ (1,601,521) |
Basic and diluted weighted average shares outstanding, Ordinary shares subject to redemption (in shares) | 23,754,184 | 23,699,368 |
Basic and diluted net income per share, Ordinary shares subject to redemption (in dollars per share) | $ 0.08 | $ 0.09 |
Basic and diluted weighted average shares outstanding, Ordinary shares (in shares) | 7,111,079 | 7,550,632 |
Basic and diluted net loss per share, Ordinary shares (in dollars per share) | $ (0.03) | $ (0.49) |
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) |
7 Months Ended |
---|---|
Dec. 31, 2019
shares
| |
Initial Public Offering [Member] | |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |
Sale of Units (in shares) | 25,000,000 |
Private Placement Warrants [Member] | |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |
Warrants issued (in shares) | 7,000,000 |
Class B [Member] | |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |
Forfeiture of ordinary shares (in shares) | 937,500 |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS |
12 Months Ended |
---|---|
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Silver Spike Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 7, 2019. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one subsidiary, Silver Spike Merger Sub LLC, a wholly-owned subsidiary of the Company incorporated in Delaware on December 7, 2020 (“Merger Sub”). As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, activities in connection with the proposed acquisition of WM Holding Company, LLC, a Delaware limited liability company (“WMH”) (see Note 6). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on August 7, 2019. On August 12, 2019, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per unit, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Silver Spike Sponsor, LLC (the “Sponsor”), generating gross proceeds of $7,000,000, which is described in Note 4. Transaction costs amounted to $14,413,362, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $663,362 of other offering costs. Following the closing of the Initial Public Offering on August 12, 2019, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of the Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share) as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commission, of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, subject to the immediately succeeding paragraph, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial Business Combination) and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 18 months from the closing of the Public Offering or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (c) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company initially had until February 12, 2021 (the “Combination Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). On January 13, 2021, the Company held an Extraordinary General Meeting in Lieu of an Annual General Meeting (the “Extraordinary General Meeting”) pursuant to which the Company’s shareholders approved extending the Combination Period from February 12, 2021 to July 10, 2021 (the “Extension Date”) (see Note 9). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2020, the Company had $312,707 in its operating bank accounts, $254,187,706 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $2,809,430. As of December 31, 2020, approximately $4,188,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. On February 18, 2021, the Company issued an unsecured convertible promissory note (the “Note”) in the amount of up to $750,000 to the Sponsor for general working capital purposes (see Note 9). Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through July 10, 2021, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Dec. 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and December 31, 2019. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury securities and U.S. Treasury Bills. At December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 19,500,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable ordinary shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated financial statements, primarily due to their short-term nature. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the consolidated financial statements. |
INITIAL PUBLIC OFFERING |
12 Months Ended |
---|---|
Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). |
PRIVATE PLACEMENT |
12 Months Ended |
---|---|
Dec. 31, 2020 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,000,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,000,000. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. Each Private Placement Warrant is exercisable for one Class A Share at a price of $11.50 per share, subject to adjustment (see Note 7). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS |
12 Months Ended |
---|---|
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In June 2019, the Company issued an aggregate of 7,187,500 Class B ordinary shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7. The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. The underwriters’ over-allotment option expired unexercised on September 26, 2019 and, as a result, 937,500 Founder Shares were forfeited, resulting in the Sponsor holding an aggregate of 6,250,000 Founder Shares. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement whereby, commencing on August 7, 2019, the Company will pay the Sponsor up to $20,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2020 and for the period from June 7, 2019 through December 31, 2019, the Company incurred $240,000 and $92,903 of such fees, of which $279,879 and $82,228 of such fees are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets at December 31, 2020 and 2019, respectively. Promissory Note – Related Party On June 10, 2019, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company borrowed an aggregate principal amount of $237,470. The note was non-interest bearing and payable on the earlier of (i) January 31, 2020 and (ii) the completion of the Initial Public Offering. The note was repaid in full upon the consummation of the Initial Public Offering on August 12, 2019. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. |
COMMITMENTS |
12 Months Ended |
---|---|
Dec. 31, 2020 | |
COMMITMENTS [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on August 7, 2019, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate, which will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Merger Agreement On December 10, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merger Sub, WMH and Ghost Media Group, LLC, a Nevada limited liability company, solely in its capacity as the securityholder representative thereunder (the “Holder Representative”). Pursuant to the Merger Agreement, Merger Sub will merge with and into WMH with WMH continuing as the surviving entity and a subsidiary of the Company (refer to as “Surviving Pubco” following the Business Combination) (the “Merger” and the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a result of the Business Combination, each issued and outstanding Class A ordinary share and Class B ordinary share of the Company will convert into a share of Class A common stock of Surviving Pubco, and each issued and outstanding warrant to purchase Class A ordinary shares of the Company will be exercisable by its terms to purchase an equal number of shares of Class A common stock of Surviving Pubco. The merger consideration (the “Merger Consideration”) to be paid to holders of the limited liability company interests of WMH (each, a “WMH Equity Holder”) at the closing of the Business Combination (“the Closing”) pursuant to the Merger Agreement will be equal to $1.31 billion and will be paid in a mix of cash and equity consideration. The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement. |
SHAREHOLDERS' EQUITY |
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Dec. 31, 2020 | |||||||||||||
SHAREHOLDERS' EQUITY [Abstract] | |||||||||||||
SHAREHOLDERS' EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Preferred Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2020 and December 31, 2019, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020 and December 31, 2019, there were 1,628,662 and 1,259,819 shares of Class A ordinary shares issued or outstanding, excluding 23,371,338 and 23,740,181 Class A ordinary shares subject to possible redemption, respectively. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020 and December 31, 2019, there were 6,250,000 Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. The Class B Shares will automatically convert into Class A ordinary shares on the first business day following the completion of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its reasonable best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use it’s reasonable best efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:
If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the newly issued price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the newly issued price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS |
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FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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SUBSEQUENT EVENTS |
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Dec. 31, 2020 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as describe below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 13, 2021, the Company held an Extraordinary General Meeting pursuant to which the Company’s shareholders approved extending the Extension Date. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 1,425 Class A ordinary shares. As a result, an aggregate of $14,489 (or approximately $10.17 per share) was released from the Company’s Trust Account to pay such shareholders. On February 18, 2021, the Company issued a Note in the amount of up to $750,000 to the Sponsor for general working capital purposes. The Note is non-interest bearing and payable upon the earlier to occur of (i) June 10, 2021 or (ii) the consummation of a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $750,000 of the Note may be converted into warrants at a price of $1.00 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants. Legal proceedings Beginning on January 27, 2021, purported stockholders of the Company filed or threatened to file lawsuits in connection with the Company’s prospective merger with WMH, including two actions filed in the Supreme Court of the State of New York, captioned, Brait v. Silver Spike Acquisition Corp., et al., Index No. 650629/2021 (N.Y. Sup. Ct.), and Stout v. Silver Spike Acquisition Corp., et al., No. 650686/2021 (N.Y. Sup. Ct.). The operative complaints in the Brait and Stout actions allege that the Registration Statement issued in connection with the prospective Merger omits material information related to the proposed transaction, and asserts claims for breach of fiduciary duty against certain of the Company’s current officers and directors and for aiding and abetting breach of fiduciary duty against the Company. The Stout complaint also asserts aiding and abetting claims against WMH and Merger Sub. Plaintiffs seek injunctive relief to enjoin the proposed Merger and to require defendants to issue supplemental disclosures as outlined in the complaints or, in the event the transaction is consummated in the absence of such supplemental disclosures, an order rescinding the transaction and awarding rescissory damages. Plaintiffs also seek an award of attorneys’ fees and costs. The Company has received similar demands from other purported shareholders of the company, including one that attached a draft complaint, styled Fusco v. Silver Spike Acquisition Corp., et al., asserting similar fiduciary duty claims as in the Brait and Stout actions, as well as separate claims for violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934; the draft complaint seeks an injunction of the proposed Merger, pending dissemination of supplemental disclosures, unspecified damages and attorneys’ fees and costs. The Company believes that these allegations are without merit. These matters are in the early stages and the Company is unable to reasonably determine the outcome or estimate the loss, if any, and as such, has not recorded a loss contingency. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
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Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. |
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Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
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Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and December 31, 2019. |
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Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury securities and U.S. Treasury Bills. At December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. |
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Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. |
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Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
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Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 19,500,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable ordinary shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated financial statements, primarily due to their short-term nature. |
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Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Net Income (Loss) per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
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FAIR VALUE MEASUREMENTS (Tables) |
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FAIR VALUE MEASUREMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||
Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, Liquidity and Going Concern (Details) - USD ($) |
7 Months Ended | 12 Months Ended | ||
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Dec. 31, 2019 |
Dec. 31, 2020 |
Feb. 18, 2021 |
Jun. 10, 2019 |
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Liquidity and Going Concern [Abstract] | ||||
Cash | $ 894,589 | $ 312,707 | ||
Securities held in Trust Account | 251,924,993 | 254,187,706 | ||
Working capital deficit | (2,809,430) | |||
Interest income | $ 1,812,577 | 2,257,985 | ||
Sponsor [Member] | Promissory Note [Member] | ||||
Liquidity and Going Concern [Abstract] | ||||
Unsecured convertible promissory note | $ 237,470 | |||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | Subsequent Events [Member] | ||||
Liquidity and Going Concern [Abstract] | ||||
Unsecured convertible promissory note | $ 750,000 | |||
Trust Account [Member] | ||||
Liquidity and Going Concern [Abstract] | ||||
Interest income | $ 4,188,000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) |
Dec. 31, 2020 |
Dec. 31, 2019 |
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Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) |
12 Months Ended | |
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Dec. 31, 2020 |
Dec. 31, 2019 |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
INITIAL PUBLIC OFFERING (Details) - Initial Public Offering [Member] - $ / shares |
Aug. 12, 2019 |
Dec. 31, 2020 |
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Initial Public Offering [Abstract] | ||
Units issued (in shares) | 25,000,000 | |
Unit price (in dollars per share) | $ 10.00 | |
Public Warrant [Member] | ||
Initial Public Offering [Abstract] | ||
Number of ordinary shares included in each unit (in shares) | 0.5 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Class A Ordinary Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Number of ordinary shares included in each unit (in shares) | 1 | |
Number of ordinary shares called by each warrant (in shares) | 1 |
PRIVATE PLACEMENT (Details) - Private Placement Warrants [Member] - USD ($) |
7 Months Ended | ||
---|---|---|---|
Aug. 12, 2019 |
Dec. 31, 2019 |
Dec. 31, 2020 |
|
Private Placement [Abstract] | |||
Warrants issued (in shares) | 7,000,000 | 7,000,000 | |
Share price (in dollars per share) | $ 1.00 | ||
Proceeds from private placement of warrants | $ 7,000,000 | ||
Class A Ordinary Shares [Member] | |||
Private Placement [Abstract] | |||
Number of ordinary shares called by each warrant (in shares) | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS, Administrative Services Agreement (Details) - Sponsor [Member] - Administrative Services Agreement [Member] - USD ($) |
7 Months Ended | 12 Months Ended | |
---|---|---|---|
Aug. 07, 2019 |
Dec. 31, 2019 |
Dec. 31, 2020 |
|
Related Party Transactions [Abstract] | |||
Fees incurred | $ 92,903 | $ 240,000 | |
Accrued Expenses [Member] | |||
Related Party Transactions [Abstract] | |||
Fees payable | $ 82,228 | $ 279,879 | |
Maximum [Member] | |||
Related Party Transactions [Abstract] | |||
Monthly related party fee | $ 20,000 |
RELATED PARTY TRANSACTIONS, Promissory Note (Details) |
Jun. 10, 2019
USD ($)
|
---|---|
Sponsor [Member] | Promissory Note [Member] | |
Related Party Transactions [Abstract] | |
Aggregate principal amount of note | $ 237,470 |
RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain of the Company's Officers and Directors [Member] - Working Capital Loans [Member] |
12 Months Ended |
---|---|
Dec. 31, 2020
USD ($)
$ / shares
| |
Related Party Transactions [Abstract] | |
Amount of related party transaction | $ | $ 1,500,000 |
Share price (in dollars per share) | $ / shares | $ 1.00 |
COMMITMENTS (Details) - USD ($) |
Dec. 10, 2020 |
Aug. 12, 2019 |
---|---|---|
Underwriting Agreement [Abstract] | ||
Cash underwriting discount (in dollars per share) | $ 0.20 | |
Underwriting fees | $ 5,000,000 | |
Deferred underwriting discount (in dollars per share) | $ 0.35 | |
Deferred underwriting fees | $ 8,750,000 | |
Merger Agreement [Abstract] | ||
Merger consideration | $ 1,310,000,000 |
SHAREHOLDERS' EQUITY, Preferred Shares (Details) - $ / shares |
Dec. 31, 2020 |
Dec. 31, 2019 |
---|---|---|
SHAREHOLDERS' EQUITY [Abstract] | ||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
FAIR VALUE MEASUREMENTS (Details) - USD ($) |
Dec. 31, 2020 |
Dec. 31, 2019 |
---|---|---|
Recurring [Member] | Level 1 [Member] | ||
Fair Value Measurements [Abstract] | ||
Marketable securities held in Trust Account | $ 254,187,706 | $ 251,924,993 |
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