QUARTERLY 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 |
N/A | ||
(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 | ||
one-fifth of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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17 |
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24 |
June 30, 2021 |
December 31, 2020 |
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(Unaudited) |
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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 |
— | |||||||
Deferred offering costs |
— | |||||||
Cash and investments held in Trust Account |
— | |||||||
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Total Assets |
$ | $ | ||||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY: |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Promissory Note - Related Party |
— | |||||||
Due to Sponsors |
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Total current liabilities |
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Warrant liabilities |
— | |||||||
Deferred underwriting compensation |
— | |||||||
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Total Liabilities |
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Class A ordinary shares subject to possible redemption; |
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— | |
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Commitments and Contingencies |
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Shareholders’ equity: |
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Preferred stock, $ |
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Class A ordinary shares, $ |
— | |||||||
Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Total Shareholders’ Equity |
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Total Liabilities and Shareholders’ Equity |
$ |
$ |
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Three months ended June 30, 2021 |
Six months ended June 30, 2021 |
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General and administrative expenses |
$ | |
$ |
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Loss from operations |
( |
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( |
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Other income (expense): |
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Change in fair value of warrant liabilities |
( |
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( |
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Offering costs related to warrant liabilities |
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( |
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Net gain from investments held in trust account |
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Loss before provision for income taxes |
( |
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( |
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Provision for income taxes |
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Net loss |
$ | ( |
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$ |
( |
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Two Class Method: |
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Weighted average number of Class A ordinary shares outstanding |
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Net income per ordinary, Class A - basic and diluted |
$ | |
$ |
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Weighted average number of Class B ordinary shares outstanding |
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Net loss per ordinary share, Class B - basic and diluted |
$ | ( |
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$ |
( |
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Ordinary Shares |
Total |
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Class A |
Class B |
Additional |
Accumulated |
Shareholders’ |
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Shares |
Amount |
Shares |
Amount |
Paid-in Capital |
Deficit |
Equity |
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Balance - December 31, 2020 |
— |
$ |
— |
$ |
$ |
$ |
( |
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$ |
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Sale of Class A ordinary shares in initial public offering, less fair value of public warrants |
— | — | — | |||||||||||||||||||||||||
Underwriters’ discount and offering expenses |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Class A ordinary shares subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
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Balance - March 31, 2021 (unaudited) |
— |
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Class A ordinary shares subject to possible redemption |
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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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— |
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( |
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( |
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Balance - June 30, 2021 (unaudited) |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Cash flows from operating activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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General and administrative expenses paid by sponsor |
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Net gain from investments held in Trust account |
( |
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Offering costs related to warrant liabilities |
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Change in fair value of warrant liabilities |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
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Accounts payable and accrued expenses |
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Net cash used in operating activities |
( |
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Cash flows from investing activities: |
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Principal deposited in Trust account |
( |
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Cash withdrawn from 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 private placement of warrants |
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Proceeds from sale of units in initial public offering |
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Payment of underwriters’ discount |
( |
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Payment of offering costs |
( |
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Advances from Sponsor |
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Repayment of advances received from Sponsor |
( |
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Repayment of advances received from Promissory note |
( |
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Net cash provided by financing activities |
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Increase in cash during period |
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Cash at beginning of period |
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Cash at end of period |
$ | |||
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Supplemental disclosure of non-cash financing activities: |
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Deferred underwriting compensation |
$ | |||
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Initial fair value of warrant liabilities |
$ | |||
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Initial value of Class A ordinary shares subject to possible redemption |
$ | |||
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Changes in value of Class A ordinary shares subject to redemption |
$ | ( |
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Deferred offering costs included in accounts payable and accrued expenses |
$ | |||
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Loss on initial sale of private placement warrants |
$ | |||
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• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | 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 |
• | 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. |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported closing price of the ordinary shares equals or exceeds $ sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any |
Description |
Level |
June 30, 2021 |
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Liabilities: |
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Public warrant liabilities |
1 | $ | ||||||
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Private warrant liabilities |
3 | $ | ||||||
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As of June 30, 2021 |
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Exercise price |
$ | |||
Stock price |
$ | |||
Volatility |
% | |||
Term |
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Risk-free rate |
% |
Level 3 warrant liabilities as of December 31, 2020 |
$ | |||
Issuance of Public and Private Warrants on February 26, 2021 |
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Change in fair value of warrant liabilities Transfer from Level 3 to Level 1 |
( |
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Level 3 warrant liabilities as of June 30, 2021 |
$ | |||
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Carrying Value |
Gross Unrealized Holding (Loss) |
Quoted Prices in Active Markets (Level 1) |
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U.S. Government Treasury Securities as of June 30, 2021 (1) (2) |
$ |
($ |
) |
$ |
(1) |
Excludes $ |
(2) |
Matures on July 20, 2021 and August 10, 2021. |
Exhibit No. |
Description | |
31.1* | Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 | |
31.2* | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 | |
32.1* | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS) |
* | Filed herewith |
Date: August 16, 2021 |
SOARING EAGLE ACQUISITION CORP. | |||
By: |
/s/ Eli Baker | |||
Name: Eli Baker | ||||
Title: Chief Financial Officer | ||||
( Principal Financial Officer |