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) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
Boundary Hall Cricket Square, n Islands |
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(Address of principal executive offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page |
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iii |
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1 |
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Item 1. |
1 |
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Item 1A. |
22 |
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Item 1B. |
58 |
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Item 2. |
58 |
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Item 3. |
58 |
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Item 4. |
58 |
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59 |
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Item 5. |
59 |
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Item 6. |
61 |
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Item 7. |
61 |
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Item 7A. |
64 |
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Item 8. |
64 |
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Item 9. |
64 |
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Item 9A. |
65 |
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Item 9B. |
65 |
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66 |
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Item 10. |
66 |
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Item 11. |
74 |
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Item 12. |
75 |
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Item 13. |
76 |
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Item 14. |
78 |
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79 |
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Item 15. |
79 |
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Item 16. |
80 |
• |
“amended and restated memorandum and article of association” are to the amended and restated memorandum and articles of association, dated as of October 1, 2020, that we adopted prior to the consummation of our initial public offering; |
• |
“Companies Act” are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; |
• |
“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
• |
“management” or our “management team” are to our executive officers and directors; |
• |
“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
• |
“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any; |
• |
“public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they are purchased in our initial public or thereafter in the open market); |
• |
“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares; provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• |
“sponsor” are to AEA-Bridges Impact Sponsor LLC, a Cayman Islands limited liability company; and |
• |
“we,” “us,” “our,” “company” or “our company” are to AEA-Bridges Impact Corp., a Cayman Islands exempted company. |
• |
our ability to select an appropriate target business or businesses; |
• |
our ability to complete our initial business combination; |
• |
our expectations around the performance of a prospective target business or businesses; |
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• |
our potential ability to obtain additional financing to complete our initial business combination; |
• |
our pool of prospective target businesses; |
• |
our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
• |
the ability of our officers and directors to generate a number of potential business combination opportunities; |
• |
our public securities’ potential liquidity and trading; |
• |
the lack of a market for our securities; |
• |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• |
the trust account not being subject to claims of third parties; |
• |
our financial performance following our initial public offering; and |
• |
the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report. |
ITEM 1. |
BUSINESS |
• | Businesses that contribute scalable solutions to the UN SDGs, which have positive fundamental growth drivers that deliver attractive financial returns and measurable impact |
• | Best-in-class businesses that benefit all stakeholders, where we can leverage our impact management expertise to maximize the companies’ positive impacts, build a stronger brand and value proposition, and drive financial return |
• | Businesses which do not currently have best in class impact management practices but where there is an opportunity to re-orient and transform currently negative aspects of business operations to generate positive outcomes; and in doing so, build a more sustainable and resilient business model with a more attractive, less risky and more future-proofed financial return. |
• | Have operations that align with our investment theme : Using our investment strategy, we intend to focus on businesses which currently have or have the potential to benefit stakeholders or contribute to solutions, and which have the potential to grow and create financial value. |
• | Have a defensible market position and are resilient to economic cycles : We will seek to acquire a business that has attractive secular market tailwinds, recession-resilient business models, a differentiated technology, product or service, distribution capabilities, relationships, or other competitive advantages. |
• | Have a strong management team : We will seek to partner with management teams and/or sellers who are aligned with our impact mission and effort to create value. Where necessary, we may also look to complement and enhance the capabilities of the target business’ management team by recruiting additional talent through our network of contacts. |
• | Can be acquired at attractive valuation for public market investors : We will seek to be a disciplined and valuation-centric steward of the capital that we invest. |
• | Have an attractive financial profile : We will seek to acquire a business with low capital intensity, and that has highly recurring, stable cash flows and operating leverage. |
• | Stand to benefit from our value creation and impact business practices : We will seek to acquire a business where the collective capabilities of our management and sponsors can be leveraged to tangibly improve the operations and market position of the target. |
• | Set and enact strategies which maximize the lockstep between financial growth and impact delivery; |
• | Develop and grow the company through expanded product, service and / or geographic offerings, organically as well as through acquisitions and strategic transactions; |
• | Operate and create value through support of a strong impact and ESG profile or a transition toward best-in-class impact management practices; |
• | Optimize the operational and commercial functions of the business to mitigate issues and capture opportunities with employees, environment, suppliers, and the community; |
• | Identify, monitor and recruit world-class talent; |
• | Measure, manage and report financial and impact KPIs to our investors and stakeholders to enhance transparency and encourage ethical decision making at all levels of operation; |
• | Develop an approach in sustainability reporting that reflects global best practices. This includes evaluating whether the B Certification process, the Global Reporting Initiative, the World Benchmarking Alliance targets and thresholds or the Sustainable Accounting Standards Boards materiality analyses will be appropriate. Using a combination of proprietary tools and best in class standards, we are confident that the acquired company will be able to evidence its impact according to best in class standards and practices; |
• | Foster relationships with sellers, capital providers and target management teams; |
• | Utilize our understanding of global financial markets and events, financing and overall corporate strategy options. |
• | 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 security holder (as defined by the NYSE rules) has a 5% 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 issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
• | 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. |
ITEM 1A. |
RISK FACTORS |
• | may significantly dilute the equity interest of our investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | 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. |
• | 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. |
• | 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; |
• | 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, natural disasters and wars; and |
• | deterioration of political relations with the United States. |
• | we may choose to revise our policies in ways that we believe will be beneficial to our stakeholders, even though the changes may be costly; |
• | we may be influenced to pursue programs and services to demonstrate our commitment to the communities to which we serve even though there is no immediate return to our shareholders; or |
• | in responding to a possible proposal to acquire the company, our board of directors may be influenced by the interests of our stakeholders, whose interests may be different from the interests of our shareholders. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of the NYSE; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
ITEM 2. |
PROPERTIES |
ITEM 3. |
LEGAL PROCEEDINGS |
ITEM 4. |
MINE SAFETY DISCLOSURES |
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
ITEM 6. |
SELECTED FINANCIAL DATA |
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 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name |
Age |
Position | ||||
John Garcia |
64 | Chair, Co-Chief Executive Officer and Director | ||||
Michele Giddens |
55 | Co-Chief Executive Officer and Director | ||||
Ramzi Gedeon |
47 | Chief Financial Officer, Secretary and Director | ||||
Brian Trelstad |
51 | Director | ||||
John Replogle |
55 | Independent Director | ||||
George Serafeim |
38 | Independent Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our President’s, Chief Financial Officer’s and Chief Operating Officer’s, evaluating our President’s, Chief Financial Officer’s and Chief Operating Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Operating Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive 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 executive 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. |
• | 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 powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | 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. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
John Garcia | AEA Investors LP and certain affiliates | Alternative Investment | Officer and/or Director and/or Partner | |||
The Courtauld Institute of Art | Nonprofit | Member of Board of Governors | ||||
The Swiss Institute | Nonprofit | Trustee | ||||
The Garcia Family Foundation | Nonprofit | Trustee | ||||
Michele Giddens | Bridges Outcomes Limited | Fund management | Director | |||
Bridges Insights Limited | Non-Profit Company | Director | ||||
Bridges Fund Management Limited | Fund management | Director | ||||
Bridges Ventures LLP | Fund management | Director | ||||
CDC Group PLC | Development Finance Institution | Director | ||||
Ramzi Gedeon | AEA Investors LP and certain affiliates | Alternative Investment | Officer, Director and/or Partner | |||
Brian Trelstad | Bridges Ventures LLP | Fund management | Member | |||
Bridges Ventures Inc. | Fund management | Director | ||||
Bridges Ventures GP, LLC | Fund management | President | ||||
Bridges Impact Foundation | Charitable Foundation | President | ||||
Candid | Nonprofit information provider | Director | ||||
VisionSpring | Healthcare NGO | Director | ||||
New Jersey Future | Policy and Planning Non-profit | Director | ||||
Bridges Fund Management Limited | Fund management | Director | ||||
James River Home Health | Home health and hospice | Director | ||||
Sunrise Treatment Centers | Opioid Substance Abuse Treatment Provider | Director | ||||
Jump City | Trampoline Park | Director | ||||
Impact Capital Managers | Investment association | Director | ||||
Harvard Business School | Educational Institution | Senior Lecturer |
John Replogle | One Better Ventures | Impact investing | Partner | |||
Cree | Semiconductors | Director | ||||
Seventh Generation | Consumer Goods | Chairman and Director | ||||
Pillar4 | Media | Director | ||||
Sunsoil | Consumer Goods | Director | ||||
Sakara | Consumer Goods | Chairman and Director | ||||
Melissa & Doug | Consumer Goods | Director | ||||
George Serafeim | Harvard Business School | Educational Institution | Professor | |||
KKS Advisors | Consulting | Co-founder | ||||
Richmond Global Sciences | Technology | Co-founder | ||||
High Meadows Institute | Policy think-tank | Director | ||||
National Corporate Governance Council of Greece | Non-Profit company | Chairman | ||||
Athens Exchange Group | Regulated stock and bond markets | Steering Committee Member |
(1) | Includes certain of its funds, other affiliates and portfolio companies. |
• | Our executive 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 executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our sponsor subscribed for founder shares and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering. |
• | Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its 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. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, 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, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors owns 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 is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
ITEM 11. |
EXECUTIVE COMPENSATION |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
• | each of our executive officers and directors that beneficially owns our ordinary shares; and |
• | all our executive officers and directors as a group. |
Class A ordinary shares |
Class B ordinary shares |
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 |
|||||||||||||||
AEA-Bridges Impact Sponsor LLC (our sponsor)(2) |
— | — | 9,950,000 | 99.5 | % | 19.9 | % | |||||||||||||
John Garcia(3) |
2,500,000 | 6.3 | % | — | — | 5.0 | % | |||||||||||||
Michele Giddens(3) |
— | — | — | — | — | |||||||||||||||
Ramzi Gedeon(3) |
— | — | — | — | — | |||||||||||||||
Brian Trelstad(3) |
— | — | — | — | — | |||||||||||||||
John Replogle(3) |
— | — | 25,000 | * | * | |||||||||||||||
George Serafeim(3) |
— | — | 25,000 | * | * | |||||||||||||||
All officers and directors as a group (six individuals) |
2,500,000 | 6.3 | % | 50,000 | * | 5.1 | % | |||||||||||||
Adage Capital Partners, L.P.(4) |
3,600,000 | 9.0 | % | — | — | 7.2 | % | |||||||||||||
Integrated Core Strategies (US) LLC (5) |
2,150,000 | 5.4 | % | — | — | 4.3 | % | |||||||||||||
Empyrean Capital Overseas Master Fund, Ltd.(6) |
2,008,078 | 5.0 | % | — | — | 4.0 | % | |||||||||||||
Glazer Capital, LLC (7) |
2,783,824 | 7.0 | % | — | — | 5.6 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands. |
(2) | The shares reported above are held by the sponsor. Our sponsor is governed by a three-member board of directors. Each director has one vote, and the approval of a majority of the directors is required to approve an action of our sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to our sponsor. Based upon the foregoing analysis, no individual director of our sponsor exercises voting or dispositive control over any of the securities held by our sponsor, even those in which such director directly holds a pecuniary interest. |
(3) | Does not include any shares indirectly owned by this individual as a result of his membership interest in our sponsor. |
(4) | Includes Class A ordinary shares beneficially held by Adage Capital Partners, L.P., a Delaware limited partnership, Adage Capital Partners GP, L.L.C., a Delaware limited liability company, Adage Capital Advisors, L.L.C., a Delaware limited liability company, Robert Atchinson, a United States citizen, and Phillip Gross, a United States citizen, based solely on the Schedule 13G filed jointly by Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. Adage Capital Advisors, L.L.C., Robert Atchinson, and Phillip Gross, with the SEC on October 15, 2020. The business address of each of Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. Adage Capital Advisors, L.L.C., Robert Atchinson is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. |
(5) | Includes Class A ordinary shares beneficially held by Integrated Core Strategies (US) LLC, a Delaware limited liability company, ICS Opportunities, Ltd., a Cayman Islands exempted company, Millennium International Management LP, a Delaware limited partnership, Millennium Management LLC, a Delaware limited liability company, Millennium Group Management LLC, a Delaware limited liability company, and Israel A. Englanders, a United States citizen, based solely on the Schedule 13G/A filed jointly by Integrated Core Strategies (US) LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englanders, with the SEC on January 21, 2021. The business address of each of Integrated Core Strategies (US) LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englanders is c/o Millennium Management LLC, 666 Fifth Avenue, New York, New York 10103. |
(6) | Includes Class A ordinary shares beneficially held by Empyrean Capital Overseas Master Fund, Ltd., a Cayman Islands exempted company, Empyrean Capital Partners, LP, a Delaware limited partnership, and Amos Meron, a United States citizen, based solely on the Schedule 13G filed jointly by Empyrean Capital Overseas Master Fund, Ltd., Empyrean Capital Partners, LP, and Amos Meron, with the SEC on February 8, 2021. The business address of each of Empyrean Capital Overseas Master Fund, Ltd., Empyrean Capital Partners, LP, and Amos Meron is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067. |
(7) | Includes Class A ordinary shares beneficially held by Glazer Capital, LLC, a Delaware limited liability company, and Paul J. Glazer, a United States citizen, based solely on the Schedule 13G filed jointly by Glazer Capital, LLC and Paul J. Glazer with the SEC on February 16, 2021. The business address of each of Glazer Capital, LLC and Paul J. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019. |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
ITEM 15. |
EXHIBITS, FINANCIAL STATEMENTS SCHEDULES |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
* | Filed herewith |
** | Furnished herewith |
(1) | Incorporated by reference to the company’s Current Report on Form 8-K, filed with the SEC on October 7, 2020. |
(2) | Incorporated by reference to the company’s General Form for Registration of Securities under the Securities Act of 1933 (Form S-1/A), filed with the SEC on September 23, 2020. |
(3) | Incorporated by reference to the company’s General Form for Registration of Securities under the Securities Act of 1933 (Form S-1/A), filed with the SEC on September 14, 2020. |
ITEM 16. |
FORM 10-K/A SUMMARY |
AEA-BRIDGES ACQUISITION CORP. |
/s/ John Garcia |
Name: John Garcia |
Title: Chair and Co-Chief Executive Officer |
/s/ Michele Giddens |
Name: Michele Giddens |
Title: Co-Chief Executive Officer |
Name |
Position |
Date | ||
/s/ John Garcia |
Chairman, Co-Chief Executive Officer and Director |
December 9, 2021 | ||
John Garcia | ( Principal Executive Officer |
|||
/s/ Michele Giddens |
Co-Chief Executive Officer and Director | December 9, 2021 | ||
Michele Giddens | ( Principal Executive Officer |
|||
/s/ Ramzi Gedeon |
Chief Financial Officer, Secretary and Director | December 9, 2021 | ||
Ramzi Gedeon | ( Principal Financial and Accounting Officer |
|||
/s/ Brian Trelstad |
Director | December 9, 2021 | ||
Brian Trelstad | ||||
/s/ John Replogle |
Independent Director | December 9, 2021 | ||
John Replogle | ||||
/s/ George Serafeim |
Independent Director | December 9, 2021 | ||
George Serafeim |
F-2 | ||||
Financial Statements: |
||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 to F-18 |
ASSETS |
||||
Current assets |
||||
Cash |
$ | |||
Prepaid expenses |
||||
Total Current Assets |
||||
Cash and marketable securities held in Trust Account |
||||
TOTAL ASSETS |
$ |
|||
LIABILITIES AND SHAREHOLDERS’ DEFICIT |
||||
Current liabilities - accrued expenses |
$ | |||
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 Shareholders’ Deficit |
( |
) | ||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT |
$ |
|||
Formation and operating costs |
$ | |||
|
|
|||
Loss from operations |
( |
) | ||
Other income (expenses): |
||||
Change in fair value of warrant liability |
( |
) | ||
Transactions costs allocable to warrants |
( |
) | ||
Interest earned on marketable securities held in Trust Account |
||||
|
|
|||
Other expense, net |
( |
) | ||
|
|
|||
Net Loss |
$ |
( |
) | |
|
|
|||
Weighted average shares outstanding of Class A ordinary shares |
||||
|
|
|||
Basic and diluted net loss per ordinary share, Class A |
$ | ( |
) | |
|
|
|||
Weighted average shares outstanding of Class B ordinary shares |
||||
|
|
|||
Basic and diluted net loss per ordinary share, Class B |
$ |
( |
) | |
|
|
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid in |
Accumulated |
Total Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity |
||||||||||||||||||||||
Balance — July 29, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | ||||||||||||||||||||||||||
Proceeds received in excess of fair value of Private Placement Warrants |
— | — | ||||||||||||||||||||||||||
Forfeiture of Founder Shares |
— | ( |
) | ( |
) | |||||||||||||||||||||||
Accretion for Class A ordinary shares 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: |
||||
Payment of formation costs through issuance of Class B ordinary shares |
||||
Interest earned on marketable securities held in Trust Account |
( |
) | ||
Change in fair value of warrant liabilities |
||||
Transaction costs allocable to warrants |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
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 Placement Warrants |
||||
Proceeds from promissory note – related party |
||||
Repayment of promissory note – related party |
( |
) | ||
Payments of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net Change in Cash |
||||
Cash – Beginning |
||||
|
|
|||
Cash – Ending |
$ |
|||
|
|
|||
Non-Cash Investing and Financing Activities: |
||||
Deferred underwriting fee payable |
$ | |||
|
|
|||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | |||
|
|
|||
Payment of offering costs through promissory note – related party |
$ | |||
|
|
Balance Sheet as of October 5, 2020 |
As Reported as Previously Restated in Form 10-K/A Amendment No.1 |
Adjustment |
As Restated |
|||||||||
Class A ordinary shares subject to possible redemption |
$ |
$ |
$ |
|||||||||
Class A ordinary shares |
$ |
$ |
( |
) |
$ |
— |
||||||
Additional paid-in capital |
$ |
$ |
( |
) |
$ |
— |
||||||
Accumulated deficit |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Total Shareholders’ Equity (Deficit) |
$ |
$ |
( |
) |
$ |
( |
) |
Balance Sheet as of December 31, 2020 |
As Reported as Previously Restated in Form 10-K/A Amendment No.1 |
Adjustment |
As Restated |
|||||||||
Class A ordinary shares subject to possible redemption |
$ |
$ |
$ |
|||||||||
Class A ordinary shares |
$ |
$ |
( |
) |
$ |
— |
||||||
Additional paid-in capital |
$ |
$ |
( |
) |
$ |
— |
||||||
Accumulated deficit |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Total Shareholders’ Equity (Deficit) |
$ |
$ |
( |
) |
$ |
( |
) |
Statement of Cash Flows for the period from July 29, 2020 (Inception) through December 31, 2020 |
As Reported as Previously Restated in Form 10-K/A Amendment No.1 |
Adjustment |
As Restated |
|||||||||
Initial classification of Class A ordinary shares subject to possible redemption |
$ |
$ |
( |
) |
$ |
— |
||||||
Change in value of Class A ordinary shares subject to possible redemption |
$ |
( |
) |
$ |
$ |
— |
Earnings per Share for the period from July 29, 2020 (Inception) through December 31, 2020 |
As Reported as Previously Restated in Form 10-K/A Amendment No.1 |
Adjustment |
As Restated |
|||||||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares |
( |
) |
||||||||||
Basic and diluted net loss per ordinary share, Class A ordinary shares |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||
Basic and diluted weighted average shares outstanding, Class B ordinary shares |
— |
|||||||||||
Basic and diluted net loss per ordinary share, Class B ordinary shares |
$ |
( |
) |
$ |
$ |
( |
) |
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 |
$ |
|||
For The Period Ended July 29, 2020 (inception) through December 31, 2020 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per ordinary share |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ |
( |
) |
$ |
( |
) | ||
Denominator: |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
Basic and diluted net loss per ordinary share |
$ |
( |
) |
$ |
( |
) |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported last sales price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at a price equal to a number of Class A ordinary shares to be determined, based on the redemption date and the fair market value of the Company’s Class A ordinary shares; |
• | upon a minimum of |
• | if, and only if, the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $ |
• | if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding Public Warrants; and |
• | if, and only if, there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Level |
Amortized Cost |
Gross Holding Gain |
Fair Value |
|||||||||||||
Assets: |
||||||||||||||||
Held-to-Maturity Investments - U.S. Treasury Securities (Mature on |
1 | $ | $ | $ | ||||||||||||
Liabilities: |
||||||||||||||||
Warrant Liability – Public Warrants |
1 | — | — | |||||||||||||
Warrant Liability – Private Placement |
2 | — | — | |||||||||||||
At October 5, 2020 (Initial measurement) |
||||
Unit price |
$ | |||
Term to initial business combination (in years) |
||||
Volatility |
% | |||
Risk-free rate |
% | |||
Dividend yield |
% |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of July 29, 2020 |
$ | — | $ | — | $ | — | ||||||
Initial measurement on October 5, 2020 |
||||||||||||
Transfer to Level 1 |
( |
) | ( |
) | ||||||||
Transfer to Level 2 |
( |
) | ( |
) | ||||||||
Change in fair value |
||||||||||||
Fair value as of December 31, 2020 |
$ | $ | $ | |||||||||