ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Title of Each Class: |
Trading Symbol(s) |
Name of Each Exchange on Which Registered: | ||
one-third of one redeemable warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
PAGE |
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Item 1. |
1 |
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Item 1A. |
20 |
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Item 1B. |
22 |
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Item 2. |
22 |
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Item 3. |
22 |
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Item 4. |
22 |
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Item 5. |
23 |
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Item 6. |
24 |
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Item 7. |
24 |
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Item 7A. |
27 |
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Item 8. |
27 |
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Item 9. |
27 |
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Item 9A. |
27 |
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Item 9B. |
27 |
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Item 10. |
28 |
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Item 11. |
34 |
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Item 12. |
35 |
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Item 13. |
36 |
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Item 14. |
39 |
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Item 15. |
40 |
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Item 16. |
40 |
Type of Transaction |
Whether Stockholder Approval is Required | |
Purchase of assets | No | |
Purchase of stock of target not involving a merger with the company | No | |
Merger of target into a subsidiary of the company | No | |
Merger of the company with a target | Yes |
Name |
Age |
Position | ||||
S. Steven Singh |
59 | Chairman | ||||
Jeff Clarke |
59 | Co-Chief Executive Officer, Chief Financial Officer and Director | ||||
Guy Gecht |
55 | Co-Chief Executive Officer | ||||
Shuo Zhang |
56 | Director | ||||
David ibnAle |
49 | Director | ||||
Curtis Feeny |
63 | Director |
Class A Common Stock |
Class B Common Stock |
Approximate |
||||||||||||||||||
Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned(2) |
Approximate Percentage of Class |
Percentage of Outstanding Common Stock |
|||||||||||||||
E.Merge Technology Sponsor LLC (2) |
1,200,000 | 2.0 | % | 15,000,000 | 100.0 | % | 21.3 | % | ||||||||||||
S. Steven Singh (2) |
— | — | — | — | ||||||||||||||||
Jeff Clarke (2) |
— | — | — | — | ||||||||||||||||
Guy Gecht (2) |
— | — | — | — | ||||||||||||||||
Shuo Zhang (2) |
— | — | — | — | ||||||||||||||||
David ibnAle (2) |
— | — | — | — | ||||||||||||||||
Curtis Feeney (2) |
— | — | — | — | ||||||||||||||||
All executive officers and directors as a group (six individuals) |
1,200,000 | 2.0 | % | 15,000,000 | 100.0 | % | 21.3 | % | ||||||||||||
Linden Capital L.P. (3) |
3,354,402 | 5.5 | % | — | — | 4.4 | % | |||||||||||||
Periscope Capital Inc. (4) |
3,076,800 | 5.0 | % | — | — | 4.0 | % |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o E.Merge Technology Acquisition Corp., 533 Airport Blvd., Suite 400, Burlingame, CA 94010. |
(2) | E.Merge Technology Sponsor LLC, our sponsor, is the record holder of the securities reported herein. Each of our officers, directors and advisors is or will be, directly or indirectly, a member of our sponsor. Two of our sponsor’s three managing members, Alex Vieux and Steven Fletcher, are indirectly principals of Explorer Parent LLC. By virtue of these relationships, each of the entities and individuals named in this footnote may be deemed to share beneficial ownership of the securities held of record by our sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest. The business address of each of these entities and individuals is 533 Airport Blvd., Suite 400, Burlingame, CA 94010. |
(3) | Theses shares are held for the account of Linden Capital L.P. and one or more separately managed accounts (the “Managed Accounts”). Linden GP LLC is the general partner of Linden Capital L.P. and, in such capacity, may be deemed to beneficially own the shares held by Linden Capital L.P. Linden Advisors LP is the investment manager of Linden Capital L.P. and trading advisor or investment advisor for the managed accounts. Siu Min (Joe) Wong is the principal owner and controlling person of Linden Advisors LP and Linden GP LLC. In such capacities, Linden Advisors LP and Mr. Wong each may be deemed to beneficially own the shares held by each of Linden Capital L.P. and the Managed Accounts. Linden Capital L.P. and Linden GP LLC share voting and dispositive power over 3,058,457 shares. Linden Advisors LP and Mr. Wong share voting and dispositive power over 3,354,402 shares. |
(4) | Periscope Capital L.P. is the beneficial owner of 2,269,600 shares of common stock. In addition, Periscope Capital L.P. acts as investment manager of, and exercises investment discretion with respect to, certain private investment funds that collectively directly own 807,200 shares of common stock. The business address of Periscope Capital L.P. is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2. |
Page |
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F-2 |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
F-2 |
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Financial Statements: |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 to F-24 |
ASSETS |
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Current assets |
||||
Cash |
$ | |||
Prepaid expenses |
||||
Total Current Assets |
||||
Cash and investments held in Trust Account |
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Total Assets |
$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||
Current liabilities |
||||
Accounts payable |
$ | |||
Franchise tax payable |
||||
Income taxes payable |
||||
Total Current Liabilities |
||||
Warrant liability |
||||
Deferred underwriting fee payable |
||||
Total Liabilities |
||||
Commitments and contingencies |
||||
Class A common stock subject to possible redemption, $ |
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Stockholders’ Equity |
||||
Preferred stock, $ |
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Class A common stock, $ s hares issued or outstanding (excluding 60,000,000 shares subject to possible redemption) |
||||
Class B common stock, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total Stockholders’ Equity |
( |
) | ||
Total Liabilities and Stockholders’ Equity |
$ |
|||
Formation and general and administrative expenses |
$ | |||
Franchise tax |
||||
|
|
|||
Loss from operations |
( |
) | ||
Other income (expense): |
||||
Interest earned on investments held in Trust Account |
||||
|
|
|||
Change in fair value of warrant liability |
( |
) | ||
Transaction costs allocable to warrants |
( |
) | ||
|
|
|||
Other expense, net |
( |
) | ||
|
|
|||
Loss before provision for income taxes |
( |
) | ||
Provision for income taxes |
( |
) | ||
|
|
|||
Net loss |
$ |
( |
) | |
|
|
|||
Weighted average shares outstanding of Class A common stock |
||||
Basic and diluted (loss) per share, Class A |
$ | ( |
) | |
Weighted average shares outstanding of Class A common stock |
||||
|
|
|||
Basic and diluted net loss per share, Class B |
$ | ( |
) | |
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance – May 22, 2020 (Inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B common stock to Sponsors |
— | — | — | |||||||||||||||||||||||||
Sale of |
— | — | — | |||||||||||||||||||||||||
Forfeiture of Founder Shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Accretion for Class A common stock to redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2020 |
$ |
$ |
$ | $ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Interest earned on investments held in Trust Account |
( |
) | ||
Change in fair value of warrant liability |
||||
Transaction costs allocable to warrants |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable and accrued expenses |
||||
Income taxes payable |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Investment of cash into 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 Placement Units |
||||
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 financing activities: |
||||
Offering costs paid directly by Sponsor in consideration for the issuance of Class B common stock |
$ | |||
|
|
|||
Deferred underwriting fee payable |
$ | |||
|
|
Balance Sheet as of August 4, 2020 (audited) |
As Reported As Previously Restated in 10-K/A Amendment No. 1 |
Adjustment |
As Restated |
|||||||||
Class A common stock subject to possible redemption |
$ | $ | $ | |||||||||
Class A common stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total Stockholders’ Equity (Deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Number of shares subject to redemption |
As of September 30, 2020 |
As Reported As Previously Restated in 10-K/A Amendment No. 1 |
Adjustment |
As Restated |
|||||||||
Class A common stock subject to possible redemption |
||||||||||||
Class A common stock |
( |
) | ||||||||||
Additional paid-in capital |
( |
) | ||||||||||
Accumulated deficit |
( |
) | ( |
) | ||||||||
Total stockholders’ equity (deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Number of shares subject to redemption |
) |
Balance Sheet as of December 31, 2020 (audited) |
As Reported As Previously Restated in 10-K/A Amendment No. 1 |
Adjustment |
As Restated |
|||||||||
Class A common stock subject to possible redemption |
$ | $ | $ | |||||||||
Class A common stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total Stockholders’ Equity (Deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Number of shares subject to redemption |
As Reported As Previously Restated in 10-K/A Amendment No. 1 |
Adjustment |
As Restated |
||||||||||
Statement of Operations for the Three Months ended September 30, 2020 |
||||||||||||
Weighted average shares outstanding - Class A common stock |
( |
) | ||||||||||
Basic and diluted loss per share - Class A common stock |
$ | $ | $ | |||||||||
Weighted average shares outstanding - Class B common stock |
( |
) | ||||||||||
Basic and diluted loss per share - Class B common stock |
$ | $ | ( |
) | $ |
Statement of Operations For the period From June 4, 2020 (Inception) Through September 30, 2020 |
As Reported As Previously Restated in 10-K/A Amendment No. 1 |
Adjustment |
As Restated |
|||||||||
Weighted average shares outstanding - Class A common stock |
( |
) | ||||||||||
Basic and diluted loss per share - Class B common stock |
$ | $ | $ | |||||||||
Weighted average shares outstanding |
( |
) | ||||||||||
Basic and diluted loss per share |
$ | $ | ( |
) | $ |
Statement of Operations for the period May 22, 2020 (inception) through December 31, 2020 (audited) |
As Reported As Previously Restated in 10-K/A Amendment No. 1 |
Adjustment |
As Restated |
|||||||||
Weighted average shares outstanding of Class A common stock |
( |
) | ||||||||||
Basic and diluted net loss per share, Class A common stock |
$ | $ | ( |
) | $ | ( |
) | |||||
Weighted average shares outstanding of Class B common stock |
( |
) | ||||||||||
Basic and diluted loss income per share, Class B common stock |
$ | ( |
) | S |
$ | ( |
) |
Statement of Cash Flows for the period from May 22, 2020 (inception) through September 30, 2020 (unaudited) |
As Reported As Previously Restated in 10-K/A Amendment No. 1 |
Adjustment |
As Restated |
|||||||||
Initial classification of Class A common stock subject to possible redemption |
$ | $ | ( |
) | $ | |||||||
Change in value of Class A common stock subject to possible redemption |
$ | $ | ( |
) | $ |
Statement of Cash Flows for the period from May 22, 2020 (inception) |
As Reported As Previously Restated in 10-K/A Amendment No. 1 |
Adjustment |
As Restated |
|||||||||
Initial classification of Class A common stock subject to possible redemption |
$ | $ | ( |
) | $ | |||||||
Change in value of Class A common stock subject to possible redemption |
$ | ( |
) | $ | $ |
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A common stock issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ | |||
|
|
For The Period Ended May 22, 2020 (inception) through December 31, 2020 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per share of common stock |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
Basic and diluted net loss per share of common stock |
$ | ( |
) | $ | ( |
) |
December 31, 2020 |
||||
Deferred tax assets |
||||
Organizational costs/Startup expenses |
$ | |||
Total deferred tax assets |
||||
Valuation allowance |
( |
) | ||
Deferred tax assets, net of allowance |
$ | |||
December 31, 2020 |
||||
Federal |
||||
Current |
$ | |||
Deferred |
( |
) | ||
State |
||||
Current |
$ | |||
Deferred |
||||
Change in valuation allowance |
||||
Income tax provision |
$ | |||
December 31, 2020 |
||||
Statutory federal income tax rate |
% | |||
State taxes, net of federal tax benefit |
% | |||
Change in fair value of warrant liability |
( |
)% | ||
Transaction costs allocable to warrants |
( |
)% | ||
Change in valuation allowance |
( |
)% | ||
Income tax provision |
( |
)% | ||
Held-To-Maturity |
Level |
Amortized Cost |
Gross Holding Gain |
Fair Value |
||||||||||||
December 31, 2020 |
1 | $ | $ | $ | ||||||||||||
Description |
Level |
Fair Value |
||||||
Assets: |
||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund |
1 | $ | ||||||
Liabilities: |
||||||||
Warrant Liability – Public Warrants |
1 | |||||||
Warrant Liability – Placement Warrants |
3 |
At August 4, 2020 (Initial Measurement) |
As of December 31, 2020 |
|||||||
Unit price |
$ | $ | ||||||
Term (in years) |
||||||||
Volatility |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of May 22, 2020 (inception) |
$ | $ | $ | |||||||||
Initial measurement on August 4, 2020 (including over-allotment option) |
||||||||||||
Transfers to Level 1 |
( |
) | ( |
) | ||||||||
Change in fair value |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Fair value as of December 31, 2020 |
$ | $ | $ | |||||||||
|
|
|
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|
* | Filed herewith. | |
** | Furnished herewith. |
(1) | Incorporated by reference to the Company’s Form S-1, filed with the SEC on July 13, 2020. |
(2) | Incorporated by reference to the Company’s Form S-1/A, filed with the SEC on July 22, 2020. |
(3) | Incorporated by reference to the Company’s Form S-1/A, filed with the SEC on July 24, 2020. |
(4) | Incorporated by reference to the Company’s Form S-1/A, filed with the SEC on July 29, 2020. |
(5) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on August 5, 2020. |
(6) | Incorporated by reference to the Company’s Form 8-K/A, filed with the SEC on August 7, 2020. |
(7) | Incorporated by reference to the Company’s Form 10-K, filed with the SEC on March 31, 2021. |
January 18, 2022 | E.Merge Technology Acquisition Corp. | |||||
By: | /s/ Jeff Clarke | |||||
Name: | Jeff Clarke | |||||
Title: | Co-Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) |
Name |
Position |
Date | ||
/s/ Jeff Clarke |
Co-Chief Executive Officer, Chief Financial Officer and Director |
January 18, 2022 | ||
Jeff Clarke | (Principal Executive Officer and Principal Financial and Accounting Officer) |
|||
/s/ Guy Gecht |
Co-Chief Executive Officer |
January 18, 2022 | ||
Guy Gecht | (Principal Executive Officer) |
|||
/s/ S. Steven Singh |
Director | January 18, 2022 | ||
S. Steven Singh | ||||
/s/ Shuo Zhang |
Director | January 18, 2022 | ||
Shuo Zhang | ||||
/s/ David ibnAle |
Director | January 18, 2022 | ||
David ibnAle | ||||
/s/ Curtis Feeny |
Director | January 18, 2022 | ||
Curtis Feeny |