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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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(Commission File Number)
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(IRS Employer Identification No.)
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(Address Of Principal Executive Offices)
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(Zip Code)
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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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Large-accelerated filer
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☐ |
Accelerated filer
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☐ |
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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 I. 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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20 |
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Item 3.
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24 | |
Item 4.
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24 | |
PART II. OTHER INFORMATION
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Item 1.
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25 | |
Item 1A.
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25 | |
Item 2.
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26 | |
Item 3.
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27 |
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Item 4.
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27 |
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Item 5.
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27 |
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Item 6.
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27 |
Item 1. | Condensed Financial Statements |
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September 30, 2021
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December 31, 2020
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(Unaudited)
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Assets:
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Current assets:
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Cash
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$
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$
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Prepaid expenses
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Total current assets
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Investments held in Trust Account
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Deferred offering costs associated with the initial public offering
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Total Assets
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$
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$
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Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders'
Equity(Deficit):
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Current liabilities:
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Accounts payable
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$
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$
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Accrued expenses
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Accrued expenses - related party | ||||||||
Note payable - related party
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Total current liabilities
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Deferred underwriting commissions
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Warrant liabilities
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Total liabilities
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Commitments and Contingencies
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Class A ordinary shares subject to possible redemption, $
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Shareholders' Equity (Deficit):
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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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(
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Total shareholders' equity (deficit)
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(
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)
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Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders'
Equity (Deficit)
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$
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$
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For the Three Months Ended
September 30, 2021
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For the Nine Months Ended
September 30, 2021
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Operating expenses
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General and administrative expenses
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$
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$
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Administrative fees - related party
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Loss from operations
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(
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)
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(
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Other income (expenses):
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Change in fair value of warrant liabilities
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Loss on issuance of Private Placement Warrants
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(
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)
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Offering costs associated with issuance of warrants
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(
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)
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Income from investments held in Trust Account
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Net income
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$
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$
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Weighted average shares outstanding of Class A ordinary shares, basic and diluted
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Basic and diluted net income per share, Class A ordinary shares
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$
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$
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Weighted average shares outstanding of Class B ordinary shares, basic
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Weighted average shares outstanding of Class B ordinary shares, diluted | ||||||||
Basic and diluted net income per share, Class B ordinary shares
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$
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$
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Ordinary Shares
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Additional | |
Total | ||||||||||||||||||||||||
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Class A
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Class B
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Paid-in | Accumulated | Shareholders’ | |||||||||||||||||||||||
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Shares
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Amount
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Shares
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Amount
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Capital
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Deficit
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Equity (Deficit)
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Balance - December 31, 2020
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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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Accretion on Class A ordinary shares subject to possible redemption amount
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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 loss
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-
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-
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(
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(
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Balance - March 31, 2021 (unaudited)
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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 - June 30, 2021 (unaudited)
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(
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(
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Net income |
- | - | ||||||||||||||||||||||||||
Balance - September 30, 2021 (unaudited)
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$ | $ |
$ |
$ | ( |
) | $ |
( |
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For the Nine Months Ended
September 30, 2021
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Cash Flows from Operating Activities:
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Net income
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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 liabilities
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(
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)
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Loss on issuance of Private Placement Warrants
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Income from investments held in Trust Account
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(
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)
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Offering costs associated with issuance of warrants
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Changes in operating assets and liabilities:
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Prepaid expenses
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(
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)
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Accounts payable
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Accrued expenses
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Accrued expenses - related party
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Net cash used in operating activities
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(
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)
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Cash Flows from Investing Activities:
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Cash deposited in Trust Account
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(
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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 note payable to related party
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Repayment of note payable to related party
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(
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)
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Proceeds received from initial public offering, gross
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Proceeds received from private placement
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Offering costs paid
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(
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)
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Net cash provided by financing activities
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Net increase in cash
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Cash - beginning of the period
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Cash - end of the period
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$
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Supplemental disclosure of noncash activities:
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Offering costs included in accrued expenses
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$
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Deferred underwriting commissions
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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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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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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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For the Three Months Ended
September 30, 2021
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For the Nine
Months Ended
September 30, 2021
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Class A
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Class B
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Class A
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Class B
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Numerator:
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Allocation of net income - basic
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$
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$
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$
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$
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Allocation of net income - diluted
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$
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$
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$
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$
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Denominator:
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Weighted average ordinary shares outstanding, basic
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Weighted average ordinary shares outstanding, diluted
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Basic net income per ordinary share
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$
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$
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$
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$
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Diluted net income per ordinary share
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$
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$
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$
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$
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•
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in whole and not in
part;
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•
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at a price of $
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•
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upon a minimum of
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•
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if, and only if, the
last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $
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in whole and not in part;
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at $
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if, and only if, the
closing price of Class A ordinary shares equals or exceeds $
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• |
if the closing price of
the Class A ordinary shares for any
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Gross proceeds received from Initial Public Offering
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$
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Less:
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Fair value of Public Warrants at issuance
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(
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)
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Offering costs allocated to Class A ordinary shares
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(
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)
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Plus:
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Accretion on Class A ordinary shares to redemption value
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Class A ordinary shares subject to possible redemption
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$
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Fair Value Measured as of September 30, 2021
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Level 1
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Level 2
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Level 3
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Total
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Assets
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Investments held in Trust Account - money market fund
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$
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$
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$
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$
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Liabilities:
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Warrant liabilities - public warrants
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$
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$
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$
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$
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Warrant liabilities - private warrants
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$
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$
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$
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$
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Warrant liabilities at January 1, 2021
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$
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Issuance of Public and Private Warrants
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Public Warrants transfer to Level 1
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(
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)
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Change in fair value of warrant liabilities
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(
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Warrant liabilities at March 31, 2021
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Change in fair value of warrant liabilities
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(
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Warrant liabilities at June 30, 2021 | ||||
Change in fair value of warrant liabilities | ( |
) | ||
Warrant liabilities at September 30, 2021
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$
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September 30, 2021
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February 5, 2021
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Exercise price
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$
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$
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Stock Price
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$
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$
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Term (in years)
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Volatility
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%
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%
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Risk-free interest rate
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%
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%
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Dividend yield
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%
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%
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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 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
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Item 5. |
Other Information.
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Exhibit
Number
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Description
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Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
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Certification of Chief Executive Officer (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 Chief Financial Officer (Principal Financial and Accounting 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.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase 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 Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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Dated: November 15, 2021
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KERNEL GROUP HOLDINGS, INC.
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By:
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/s/ Mark Gross
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Name:
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Mark Gross
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Title:
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Chief Executive Officer
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