QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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☐
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Smaller reporting company
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Emerging growth company
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Page
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PART 1 – FINANCIAL INFORMATION
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Item 1.
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1
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1
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2
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3
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4
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5
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Item 2.
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18
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Item 3.
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21
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Item 4.
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21
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PART II – OTHER INFORMATION
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Item 1.
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23
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Item 1A.
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23
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Item 2.
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23
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Item 3.
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23
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Item 4.
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23
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Item 5.
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23
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Item 6.
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24
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25
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June 30, 2021
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December 31, 2020
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(Unaudited) | ||||||||
ASSETS
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Current assets
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Cash
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Prepaid expenses
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Total Current Assets
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Deferred Offering Costs
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Marketable securities held in Trust Account
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Total Assets
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$
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$
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable and accrued expenses
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$
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$
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Accrued offering costs
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Related party promissory note
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Total Current Liabilities
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Warrant Liability
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Deferred underwriting fee payable
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Total Liabilities
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Commitments
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Class A ordinary shares subject to possible redemption,
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Shareholders’ Equity
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Preference shares, $
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Class A ordinary shares, $
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Class B ordinary shares, $
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Additional paid-in capital
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Accumulated deficit
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(
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(
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Total Shareholders’ Equity
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Total Liabilities and Shareholders’ Equity
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$
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$
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Three Months Ended June 30,
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Six Months Ended June 30,
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2021
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2021
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Operating costs
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$
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$
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Loss from operations
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(
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)
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(
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)
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Other expense:
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Change in fair value of warrant liability
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(
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)
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(
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Interest earned on marketable securities held in Trust Account
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Other expense, net
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(
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(
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Net loss
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$
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(
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$
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(
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Basic and diluted weighted average shares outstanding, Ordinary shares subject to redemption
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Basic and diluted net loss per share, Ordinary shares subject to redemption
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$
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$
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Basic and diluted weighted average shares outstanding, ordinary shares
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Basic and diluted net loss per share, Ordinary shares
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$
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(
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$
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(
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Class A Ordinary
Shares
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Class B Ordinary
Shares
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Additional Paid-in Capital
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Retained Earnings (Accumulated Deficit)
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Total Shareholders’ Equity
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Shares
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Amount
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Shares
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Amount
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Balance – January 1, 2021
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$
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$
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$
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$
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(
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)
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$
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Sale of 28,750,000 Units, less fair value of warrants, net of underwriting discounts and offering expenses
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Cash in excess of fair value from sale of private warrants
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—
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—
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—
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—
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Change in value of ordinary shares subject to possible redemption
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(
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)
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(
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)
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(
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(
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Net income
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—
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—
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Balance – March 31, 2021
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$
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$
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$
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$
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$
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Change in value of ordinary shares subject to possible redemption
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Net loss |
— | — | ( |
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Balance – June 30, 2021 | $ | $ | $ | $ | ( |
) | $ |
Cash Flows from Operating Activities:
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Net loss
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$
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(
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Adjustments to reconcile net income to net cash used in operating activities:
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Change in fair value of warrant liability
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Interest earned on marketable securities held in Trust Account
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(
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Transaction costs incurred in connection with IPO
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Changes in operating assets and liabilities:
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Prepaid expenses
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(
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Accounts payable and accrued expenses
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Net cash used in operating activities
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(
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Cash Flows from Investing Activities:
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Investment of cash in Trust Account
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(
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Net cash used in investing activities
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(
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Cash Flows from Financing Activities:
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Proceeds from sale of Units, net of underwriting discounts paid
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Proceeds from sale of Private Placement Warrants
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Proceeds from promissory note – related party
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Repayment of promissory note – related party
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(
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Payment of offering costs
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(
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Net cash provided by financing activities
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Net Change in Cash
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Cash – Beginning
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Cash – Ending
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$
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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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$
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Initial classification of Class A ordinary shares subject to possible redemption
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$
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Change in value of ordinary shares subject to possible redemption
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$
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(
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)
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Deferred underwriting fee payable
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$
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SILVER SPIKE ACQUISITION CORP II
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
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Three Months Ended
June 30,
2021
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Six Months Ended
June 30,
2021
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Ordinary shares subject to possible redemption
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Numerator: Earnings allocable to Ordinary shares subject to possible redemption
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Interest income
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$
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$ | |||||
Unrealized gain on investments held in Trust Account
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Net income
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$
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$ | |||||
Denominator: Weighted Average Ordinary shares subject to possible redemption
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Basic and diluted weighted average shares outstanding
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Basic and diluted net income per share
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$
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$ | |||||
Non-Redeemable Ordinary Shares
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Numerator: Net Loss minus Net Earnings
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Net income
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$
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(
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$ | ( |
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Net income allocable to Ordinary shares subject to possible redemption
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(
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Non-Redeemable Net Income
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$
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(
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$ | ( |
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Denominator: Weighted Average Non-Redeemable Ordinary Shares
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Basic and diluted weighted average shares outstanding
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Basic and diluted net income per share
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$
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(
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$ | ( |
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•
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Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets;
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•
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Level 2, defined as inputs other than quoted prices in active markets that are either
directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
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•
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Level 3, defined as unobservable inputs in which little or no market data exists,
therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
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in whole and not in part;
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at a price of $
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upon not less than
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if, and only if, the last reported sale price of the
Class A ordinary shares for any
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in whole and not in part;
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at $
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if, and only if, the Reference Value equals or
exceeds $
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if the Reference Value is less than $
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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.
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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.
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Level 3: Unobservable inputs based on the Company
assessment of the assumptions that market participants would use in pricing the asset or liability.
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Description
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Level
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June 30, 2021
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December 31, 2020
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Assets:
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Marketable securities held in Trust Account
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1
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$
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$
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Liabilities:
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Warrant Liability – Public Warrants
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1
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Warrant Liability – Private Warrants
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3
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Input |
March 15, 2021
(Initial Measurement)
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June 30, 2021
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Risk-free interest rate
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%
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%
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Expected term (years)
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Expected volatility
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%
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%
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Exercise price
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$
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$
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Fair value of Units
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$
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$
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Public Warrants
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Private Warrants
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Warrant Liabilities
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Fair value as of January 1, 2021
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$
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$
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$
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Initial fair value as of March 15, 2021 | ||||||||||||
Change in valuation inputs or other assumptions
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Fair value as of June 30, 2021
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 4. |
CONTROLS AND PROCEDURES
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ITEM 1. |
LEGAL PROCEEDINGS
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ITEM 1A. |
RISK FACTORS
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ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES
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ITEM 4. |
MINE SAFETY DISCLOSURES
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ITEM 5. |
OTHER INFORMATION
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ITEM 6. |
EXHIBITS
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Exhibit No.
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Description
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Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS*
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XBRL Instance Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Labels Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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* |
Filed herewith.
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** |
Furnished.
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SILVER SPIKE ACQUISITION CORP II
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Date:
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August 16, 2021
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By:
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/s/ Scott Gordon
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Name:
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Scott Gordon
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Title:
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Chief Executive Officer
Principal Executive Officer
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Date:
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August 16, 2021
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By:
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/s/ Gregory Gentile
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Name:
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Gregory Gentile
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Title:
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Chief Financial Officer
Principal Financial and Accounting Officer
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