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 |
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
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(Address of Principal Executive Offices) |
Zip Code |
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 |
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F-1 |
• | our ability to select an appropriate target business or businesses; |
• | our expectations around the performance of the prospective target business or businesses; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination (as defined below); |
• | our potential ability to obtain additional financing to complete the Business Combination; |
• | changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; |
• | the inability of the parties to successfully or timely consummate the Business Combination and the other transactions in connection therewith, including as a result of the COVID-19 pandemic or the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination or that the approval of the shareholders of the Company or the FFG is not obtained; |
• | the risk that the Business Combination disrupts current plans and operations of the Company or the FFG as a result of the announcement and consummation of the Business Combination; |
• | the ability of the FFG to grow and manage growth profitably and retain its key employees including its chief executive officer and executive team; |
• | the inability to obtain or maintain the listing of the post-acquisition company’s securities on the NYSE following the Business Combination; |
• | failure to realize the anticipated benefits of Business Combination; |
• | risk relating to the uncertainty of the projected financial information with respect to the FFG; |
• | the amount of redemption requests made by the Company’s shareholders and the amount of funds available in the trust account; |
• | general economic conditions and other factors affecting the FFG’s business; |
• | FFG’s ability to implement its business strategy; |
• | FFG’s ability to manage expenses; |
• | changes in applicable laws and governmental regulation and the impact of such changes on FFG’s business, FFG’s exposure to litigation claims and other loss contingencies; |
• | the risks associated with negative press or reputational harm; |
• | disruptions and other impacts to FFG’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; |
• | FFG’s ability to protect patents, trademarks and other intellectual property rights; |
• | any breaches of, or interruptions in, FFG’s technology infrastructure; |
• | changes in tax laws and liabilities and changes in legal, regulatory, political and economic risks and the impact of such changes on FFG’s business; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; |
• | our ability to continue as a “going concern”; or |
• | the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering); |
• | Any of our directors, officers or substantial shareholders (as defined by NYSE rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding |
• | ordinary shares or voting power of 5% or more; or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | 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. |
• | domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect form, shall fulfill a filing procedure with the CSRC and satisfy certain requirements; |
• | the direct form of listing overseas refers to the listing and offering by a company incorporated in the PRC, while the indirect form of listing overseas refers to the listing and offering overseas conducted by companies with major business operations within the PRC, but under the name of an overseas incorporated company and on the basis of the equity, assets, return or other similar rights of the relevant domestic enterprises; |
• | in the context of an indirect form of listing overseas, on the principle of substance over formality, if an issuer satisfies the following criteria (it is unclear whether both or either of the following should be satisfied), then the listing shall be captured as an indirect listing by a domestic company and be subject to the filing requirements: (i) the audited revenue, total profit, total asset or net asset of domestic enterprises account for 50% or more of the issuer’s audited consolidated total revenue, total profit, total asset or net asset of the last accounting year; (ii) the majority of the senior management responsible for business operations and management are PRC citizens or residents, the place of business operations are located within the PRC or the business operations are primarily conducted within the PRC; |
• | overseas offering and listing is prohibited under certain circumstances, including, among others,(i) where there are specific laws and regulations prohibiting listing and financing; and (ii) where the competent authorities determine that the offering and listing would constitute a threat to or endanger national security; and |
• | when reviewing the filing applications, the CSRC will review, among other things, the regulatory opinions, filings or approvals of the industry regulators (if applicable), and the national security assessment opinion of competent authorities (if applicable). |
• | revoke the business and operating licenses of the potential future target business; |
• | confiscate relevant income and impose fines and other penalties; |
• | discontinue or restrict the operations of the potential future target business; |
• | require us or the potential future target business to restructure the relevant ownership structure or operations; |
• | restrict or prohibit our use of the proceeds of the offering to finance our businesses and operations in the relevant jurisdiction; or |
• | impose conditions or requirements with which we or the potential future target business may not be able to comply. |
Item 1B. |
Unresolved Staff Comments |
Item 2. |
Property |
Item 3. |
Legal Proceedings |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Item 6. |
[Reserved] |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk |
Item 8. |
Financial Statements and Supplementary Data |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A. |
Controls and Procedures. |
Item 9B. |
Other Information. |
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance |
Name |
Age |
Position | ||||
Fred Hu |
57 | Founder | ||||
Tong “Max” Chen |
39 | Director, Chief Executive Officer and Chief Financial Officer | ||||
Chenling Zhang |
37 | Director | ||||
Muktesh Pant |
66 | Director | ||||
Teresa Teague |
50 | Director | ||||
Sonia Cheng |
40 | 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 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’s 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 appointment at the annual general meeting 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. |
(i) | 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; |
(ii) | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
(iii) | duty to not improperly fetter the exercise of future discretion; |
(iv) | duty to exercise powers fairly as between different sections of shareholders; |
(v) | 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 |
(vi) | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Tong “Max” Chen | Primavera Capital Group | Financial Services | Partner | |||
LinkSure Global Holding Limited | Technology | Director | ||||
Vitaco Holdings Limited | Consumer | Director | ||||
Interra Acquisition Corporation | Financial Services | Executive Director | ||||
Muktesh Pant | Beyond Meat, Inc. | Consumer | Director | |||
Chenling Zhang | Yuanyuyi Industrial Co. Ltd. | Consumer | Executive Director | |||
Teresa Teague | TTB Partners Ltd. | Financial Services | Co-Founder, Director | |||
TT Bond Partners | Financial Services | Director | ||||
Sonia Cheng | New World Development Co. Ltd. | Conglomerate | Executive Director | |||
Chow Tai Fook Jewellery Group Limited | Banking & Financial Services | Independent Non-executive Director | ||||
New World Hotel Management Limited (t/a Rosewood Hotel Group) | Hotel Management Services | Director and Chief Executive Officer |
• | Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our initial shareholders purchased founder shares and private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction 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 closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, 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 lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors owns or will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
Item 11. |
Executive Compensation. |
Item 12. |
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 A ordinary shares |
Class B ordinary shares (2) |
|||||||||||||||||||
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 Ordinary Shares |
|||||||||||||||
Primavera Capital Acquisition LLC (3) |
— | — | 11,014,375 | 89.19 | % | 20.49 | % | |||||||||||||
Aspex Master Fund |
— | — | 500,000 | 4.05 | % | * | ||||||||||||||
Sky Venture Partners L.P. |
— | — | 500,000 | 4.05 | % | * | ||||||||||||||
Fred Hu (3) |
— | — | 11,014,375 | 89.19 | % | 20.49 | % | |||||||||||||
Max Chen |
— | — | — | — | — | |||||||||||||||
Chenling Zhang |
— | — | 215,625 | 1.75 | % | * | ||||||||||||||
Muktesh Pant |
— | — | 40,000 | * | * | |||||||||||||||
Teresa Teague |
— | — | 40,000 | * | * | |||||||||||||||
Sonia Cheng |
— | — | 40,000 | * | * | |||||||||||||||
D. E. Shaw Parties (4) |
2,437,913 | 5.89 | % | — | — | 4.54 | % | |||||||||||||
All officers and directors as a group (five individuals) |
— | — | 335,625 | 2.72 | % | * |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following is 41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one |
(3) | Primavera Capital Acquisition LLC, our sponsor, is the record holder of the shares reported herein. Fred Hu is the sole manager of our sponsor and has voting and investment discretion with respect to the ordinary shares held of record by Primavera Capital Acquisition LLC. Accordingly, all of the shares held by our sponsor may be deemed to be beneficially held by Fred Hu. Mr. Hu disclaims beneficial ownership of the ordinary shares held of record by Primavera Capital Acquisition LLC, except to the extent of any pecuniary interest therein. |
(4) | The information in the table above is based solely on information contained in this shareholder’s Schedule 13G/A under the Exchange Act jointly filed on February 14, 2022 under the Exchange Act by D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw (collectively, the “D. E. Shaw Parties”) with respect to our Class A ordinary shares owned by D. E. Shaw Parties. The address of D. E. Shaw Parties is 1166 Avenue of the Americas, 9th Floor, New York, 10036, United States of America. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
Item 14 . |
Principal Accountant Fees and Services. |
Item 15 . |
Exhibits, Financial Statement Schedules |
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-7 | |
Notes to Financial Statements |
F-8 |
* | Filed herewith. |
** | Furnished herewith. |
Item 16. |
Form 10-K Summary |
Primavera Capital Acquisition Corporation | ||
By: | /s/ Tong Chen | |
Name: Tong Chen | ||
Title: Chief Executive Officer |
Name |
Position |
Date | ||
/s/ Tong Chen |
||||
Tong Chen | Chief Executive Officer and Chief Financial Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) |
March 31, 2022 | ||
/s/ Chenling Zhang |
||||
Chenling Zhang | Director | March 31, 2022 | ||
/s/ Muktesh Pant |
||||
Muktesh Pant | Director | March 31, 2022 | ||
/s/ Teresa Teague |
||||
Teresa Teague | Director | March 31, 2022 | ||
/s/ Sonia Cheng |
||||
Sonia Cheng | Director | March 31, 2022 |
F-2 |
||||
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 |
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F-8 |
December 31, 2021 |
December 31, 2020 |
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ASSETS |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total Current Assets |
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Deferred offering costs |
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Forward Purchase Agreement (FPA) asset |
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Investment held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities |
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Accrued expenses |
$ | $ | ||||||
Accrued offering costs |
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Due to related party |
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Promissory note - related party |
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Total Current Liabilities |
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Warrant liabilities |
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Deferred underwriting fee payable |
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Total Liabilities |
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Commitments and Contingencies (Note 6) |
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Class A redeemable ordinary shares subject to possible redemption, $ , |
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Shareholders’ Equity (Deficit) |
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Preference shares, $ |
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Class B non-redeemable ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Shareholders’ Equity (Deficit) |
( |
) | ||||||
|
|
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|
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
$ |
$ |
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|
|
|
|
For the year ended December 31, 2021 |
For the period from July 16, 2020 through (inception) December 31, 2020 |
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General and administrative expenses |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
Other income (expense) |
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Change in fair value of FPA |
— | |||||||
Change in fair value of warrant liabilities |
— | |||||||
Transaction costs allocable to warrant liabilities |
( |
— | ||||||
Interest earned on investment held in Trust Account |
— | |||||||
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|
|
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Other income (expense), net |
$ | $ | — | |||||
|
|
|
|
|||||
Net income (loss) |
$ | $ | ( |
) | ||||
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|
|
|||||
Weighted average shares outstanding, Class A redeemable ordinary shares |
— | |||||||
|
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|
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Basic and diluted net income per share, Class A redeemable ordinary shares |
$ | $ | ||||||
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Weighted average shares outstanding, Class B non-redeemable ordinary shares |
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|
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Basic and diluted net income per share, Class B non-redeemable ordinary shares |
$ | $ | ( |
) | ||||
|
|
|
|
Class A Ordinary Share |
Class B Ordinary Share |
Additional Paid-In Capital |
Accumulated Deficit |
Shareholders’ Equity (Deficit) |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance as of January 1, 2021 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
Accretion of Class A ordinary shares to redemption amount |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
Net income |
— | — | ||||||||||||||||||||||||||
|
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|
|||||||||||||||
Balance as of December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
|
|
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|
|
|
|
|
|
|
|
|
|
|
Class A Ordinary Share |
Class B Ordinary Share |
Additional Paid-In Capital |
Accumulated Deficit |
Shareholders’ Equity (Deficit) |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance as of July 16, 2020 (inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (1) |
||||||||||||||||||||||||||||
Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2020 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
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(1) | Includes an aggregate of up to 5 ). On September 21, 2020, the Company effected a share capitalization pursuant to which an additional per-share amounts have been retroactively restated to reflect the share capitalizations. |
For the Year ended December 31, 2021 |
For the period from July 16, 2020 (inception) through December 31, 2020 |
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Cash Flows from Operating Activities: |
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Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Payment of formation costs through issuance of Class B ordinary shares |
— | |||||||
Interest earned on investment held in Trust Account |
( |
) | — | |||||
Change in fair value of FPA |
( |
) | — | |||||
Change in fair value of warrant liabilities |
( |
) | — | |||||
Transaction costs allocable to warrant liabilities |
— | |||||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | — | |||||
Accrued expenses |
— | |||||||
Accrued offering costs |
( |
) | — | |||||
Due to related party |
— | |||||||
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Net cash used in operating activities |
( |
) | — | |||||
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Cash Flows from Investing Activities: |
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Investment of cash held in Trust Account |
( |
) | — | |||||
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Net cash used in investing activities |
( |
) | — | |||||
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Cash Flows from Financing Activities: |
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Proceeds from sale of Units, net of underwriting discounts paid |
— | |||||||
Proceeds from sale of Private Placement Warrants |
— | |||||||
Proceeds from promissory note - related party |
— | |||||||
Repayment of promissory note - related party |
( |
) | — | |||||
Payment of offering costs |
( |
) | — | |||||
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Net cash provided by financing activities |
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Net Change in Cash |
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Cash - Beginning of period |
— | |||||||
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Cash - End of period |
$ | $ | ||||||
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Non-Cash investing and financing activities: |
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Offering costs included in accrued offering costs |
$ | — | $ | |||||
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Offering costs paid through promissory note |
$ | $ | ||||||
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Deferred offering costs paid by initial shareholder in exchange for the issuance of Class B ordinary shares |
$ | — | $ | |||||
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Deferred underwriting fee payable |
$ | $ | — | |||||
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Gross proceeds |
$ | |||
Less: Proceeds allocated to Public Warrants |
( |
) | ||
Less: Class A ordinary shares issuance costs |
( |
) | ||
Add: Accretion of carrying value to redemption value |
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Class A ordinary shares subject to possible redemption |
$ |
For the year ended December 31, 2021 |
For the Period from July 16, 2020 (inception) through December 31, 2020 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income (loss) |
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Numerator: |
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Allocation of net income (loss) |
$ | $ | $ | $ | ( |
) | ||||||||||
Denominator |
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Weighted-average shares outstanding |
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Basic and diluted net income per share |
$ | $ | $ | $ | ( |
) |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the last reported sale price of the Class A ordinary shares for any sub-divisions, share dividends, reorganizations, recapitalizations and the like). |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value equals or exceeds $ sub-divisions, share dividends, reorganizations, recapitalizations and the like); and |
• | if the Reference Value is less than $ sub-divisions, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
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 assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
December 31, 2021 |
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Assets: |
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Investments held in Trust Account - U.S. Treasury Securities Money Market Funds |
1 | $ | ||||||
FPA Asset |
3 | $ | ||||||
Liabilities: |
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Warrant Liability - Public Warrants |
1 | $ | ||||||
Warrant Liability - Private Placement Warrants |
3 | $ |
January 26, 2021 (Initial measurement) |
December 31, 2021 |
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Unit price |
$ | $ | ||||||
Term to initial Business Combination (in years) |
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Volatility |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Private Placement |
Public |
Total Warrant Liabilities |
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Fair value as of January 1, 2021 |
$ | — | $ | — | $ | — | ||||||
Initial fair value measurement on January 26, 2021 |
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Change in fair value-Public Warrants |
— | ( |
) | ( |
) | |||||||
Transfer to Level 1 |
— | ( |
) | ( |
) | |||||||
Change in fair value-Private Warrants |
( |
) | — | ( |
) | |||||||
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Fair value as of December 31, 2021 |
$ | $ | — | $ | ||||||||
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Forward Purchase Units |
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Fair value as of January 1, 2021 |
$ | |||
Initial measurement on January 26, 2021 |
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Change in fair value |
( |
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Fair value as of December 31, 2021 |
$ | ( |
) | |
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