|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
|
|
|
||
|
|
|
||
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐ | |
|
☒ |
Smaller reporting company
|
||
Emerging growth company
|
Page
|
||
Part I. Financial Information
|
||
Item 1. Interim Financial Statements
|
||
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
19
|
||
23
|
||
23
|
||
Part II. Other Information
|
||
24
|
||
24
|
||
24
|
||
24
|
||
24
|
||
24
|
||
25
|
||
26
|
Item 1. |
Interim Financial Statements.
|
March 31,
2022
|
December 31,
2021
|
|||||||
(unaudited)
|
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Total Current Assets
|
|
|
||||||
Deferred offering costs
|
|
|
||||||
Investments held in Trust Account
|
|
|
||||||
TOTAL ASSETS
|
$
|
|
$
|
|
||||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
|
$
|
|
||||
Accrued offering costs
|
|
|
||||||
Total Current Liabilities
|
|
|
||||||
Warrant Liabilities
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Total Liabilities
|
|
|
||||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares subject to possible redemption
|
|
|
||||||
Shareholders’ Deficit
|
||||||||
Preference shares, $
|
|
|
||||||
Class A ordinary shares, $
|
|
|
||||||
Class B ordinary shares, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total Shareholder’s Deficit
|
(
|
)
|
(
|
)
|
||||
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
|
$
|
|
$
|
|
For the Three Months
Ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Operating and formation costs
|
$
|
|
$
|
|
||||
Loss from operations
|
(
|
)
|
(
|
)
|
||||
Other income (expense):
|
||||||||
Change in fair value of warrant liabilities
|
|
|
||||||
Transaction costs allocated to warrant liabilities
|
|
(
|
)
|
|||||
Compensation expense
|
( |
) | ||||||
Interest earned on investments securities held in Trust Account
|
|
|
||||||
Other income (expense), net
|
|
(
|
)
|
|||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
Basic weighted average shares outstanding, Class A ordinary shares
|
|
|
||||||
Basic net income (loss) per share, Class A ordinary shares
|
$
|
|
$
|
(
|
)
|
|||
Basic weighted average shares outstanding, Class B ordinary shares
|
|
|||||||
Basic net income (loss) per share, Class B ordinary shares
|
$
|
|
$
|
(
|
)
|
|
Class B Ordinary Shares
|
|||||||||||||||||||
|
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Deficit
|
|||||||||||||||
Balance – December 31, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
|
||||||||||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
|
||||||||||||||||||||
Balance – March 31, 2022
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|
Class B Ordinary Shares
|
|||||||||||||||||||
|
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Equity (Deficit)
|
|||||||||||||||
Balance – December 31, 2020
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
|
||||||||||||||||||||
Forfeiture of Founder Shares
|
(
|
)
|
(
|
)
|
|
|
|
|||||||||||||
|
||||||||||||||||||||
Accretion for Class A ordinary shares to redemption amount
|
—
|
—
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
||||||||||||||||||||
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
|
||||||||||||||||||||
Balance – March 31, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
For the Three Months
Ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Interest earned on investments securities held in Trust Account
|
(
|
)
|
(
|
)
|
||||
Change in fair value of warrant liabilities
|
(
|
)
|
(
|
)
|
||||
Transaction costs allocated to warrants
|
|
|
||||||
Compensation expense
|
||||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses and other current assets
|
|
(
|
)
|
|||||
Accounts payable and accrued expenses
|
|
|
||||||
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
Cash Flows from Investing Activities:
|
||||||||
Investment of cash in Trust Account
|
|
(
|
)
|
|||||
Net cash used in investing activities
|
|
(
|
)
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from sale of Units, net of underwriting discounts paid
|
||||||||
Proceeds from sale of Private Placements Warrants
|
|
|
||||||
Proceeds from promissory note – related party
|
||||||||
Repayment of promissory note – related party
|
|
(
|
)
|
|||||
Payment of offering costs
|
|
(
|
)
|
|||||
Net cash provided by financing activities
|
|
|
||||||
Net Change in Cash
|
(
|
)
|
|
|||||
Cash – Beginning of period
|
|
|
||||||
Cash – End of period
|
$
|
|
$
|
|
||||
Non-Cash investing and financing activities:
|
||||||||
Offering costs included in accrued offering costs
|
$
|
|
$
|
|
||||
Deferred underwriting fee payable
|
$
|
|
$
|
|
|
TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
Gross proceeds
|
$
|
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
|
(
|
)
|
|
Class A ordinary shares issuance costs
|
|
(
|
)
|
|
Plus:
|
||||
Accretion of carrying value to redemption value
|
|
|
||
Class A ordinary shares subject to possible redemption
|
$
|
|
|
TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
For the Three Months Ended March 31,
|
|||||||||||||||
2022 |
2021 |
|||||||||||||||
|
Class A
|
Class B
|
Class A |
Class B |
||||||||||||
Basic net income (loss) per ordinary share
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income (loss), as adjusted
|
$
|
|
$
|
|
$ | ( |
) | $ | ( |
) | ||||||
Denominator:
|
||||||||||||||||
Basic weighted average shares outstanding
|
|
|
||||||||||||||
Basic net income (loss) per ordinary share
|
$
|
|
$
|
|
$ | ( |
) | $ | ( |
) |
|
TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
(a) |
Upon the
closing of any Financing (which is contemplated to fund and close concurrently with the closing of the Business Combination), the Company shall pay to CF&CO a non-refundable cash fee equal to
|
(b)
|
In no
event shall the aggregate amount of the fees payable to CF&CO pursuant to this section 3 be less than $
|
(c) |
The
fees payable pursuant to this section 3 shall be in addition to any other fees that the Company may be required to pay directly to any prospective investor to secure its financing commitment.
|
(d) |
For
the avoidance of doubt, if the structure of a Financing contemplates multiple issuances, financing availability that is contingent upon the occurrence of some future event or any other delayed consideration structure, such
Financing shall be considered a single Financing, and not multiple Financings, and all fees payable pursuant to this section 3 for such Financing shall be payable in full on the closing date of such Financing.
|
(e) |
All
fees payable hereunder will be payable in U.S. dollars in immediately available funds to CF&CO for its own account, or as directed by it, free and clear of and without deduction for any and all present or future applicable
taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes) and will not be subject to reduction by way of setoff or counterclaim. Once
paid, no fee will be refundable under any circumstances.
|
|
TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
• |
in whole but not in part;
|
• |
to each warrant holder; and
|
• |
if, and only if, the last reported sale price of the Class A ordinary
shares for any
|
• |
in whole but not in part;
|
• |
at $
|
• |
if, and only if, the Reference Value (as defined in the above adjacent to
“Redemption of warrants when the price per Class A ordinary share equals or exceeds $
|
• |
if the Reference Value is less than $
|
|
TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An
active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs
include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
Level 3: |
Unobservable inputs based on our assessment of the assumptions that market
participants would use in pricing the asset or liability.
|
Description
|
Level
|
March 31, 2022
|
December 31, 2021
|
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund
|
1
|
$
|
|
$
|
|
|||||||
Liabilities:
|
||||||||||||
Warrant Liability – Public Warrants
|
1
|
$
|
|
$
|
|
|||||||
Warrant Liability – Private Placement Warrants
|
2
|
$
|
|
$
|
|
|
TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
Private
Placement
|
Public
|
Warrant
Liabilities
|
|||||||||
Fair value as of January 1, 2021
|
$
|
|
$
|
|
$
|
|
||||||
Initial measurement on February 17, 2021
|
|
|
|
|||||||||
Change in fair value
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Fair value as of March 31, 2021 |
$
|
|
$
|
|
$
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
(a) |
Upon the closing of any Financing (which is contemplated to fund and close concurrently with the closing of the Business Combination), the Company shall pay to CF&CO a non-refundable cash fee equal to
4% of the aggregate maximum gross proceeds received or receivable in connection with such Financing, including, without limitation, aggregate amounts committed by investors to purchase securities, whether or not all securities are issued
on the closing date of the Equity Financing.
|
(b) |
In no event shall the aggregate amount of the fees payable to CF&CO pursuant to this section 3 be less than $1,500,000.
|
(c) |
The fees payable pursuant to this section 3 shall be in addition to any other fees that the Company may be required to pay directly to any prospective investor to secure its financing commitment.
|
(d) |
For the avoidance of doubt, if the structure of a Financing contemplates multiple issuances, financing availability that is contingent upon the occurrence of some future event or any other delayed
consideration structure, such Financing shall be considered a single Financing, and not multiple Financings, and all fees payable pursuant to this section 3 for such Financing shall be payable in full on the closing date of such
Financing.
|
(e) |
All fees payable hereunder will be payable in U.S. dollars in immediately available funds to CF&CO for its own account, or as directed by it, free and clear of and without deduction for any and all
present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes) and will not be subject to reduction by way of setoff or
counterclaim. Once paid, no fee will be refundable under any circumstances.
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3. |
Defaults Upon Senior Securities
|
Item 4. |
Mine Safety Disclosures
|
Item 5. |
Other Information
|
Item 6. |
Exhibits
|
No.
|
Description of Exhibit
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of 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 Principal Financial 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 Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
TUATARA CAPITAL ACQUISITION CORPORATION
|
||
Date: May 16, 2022
|
By:
|
/s/ Albert Foreman
|
Name:
|
Albert Foreman
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: May 16, 2022
|
By:
|
/s/ Sergey Sherman
|
Name:
|
Sergey Sherman
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|