Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
(State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) |
Title of Each Class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Stock and one-fifth of one redeemable warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
PART I |
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Item 1. |
5 |
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Item 1A. |
12 |
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Item 1B. |
34 |
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Item 2. |
34 |
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Item 3. |
34 |
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Item 4. |
34 |
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PART II |
||||||
Item 5. |
34 |
|||||
Item 6. |
35 |
|||||
Item 7. |
36 |
|||||
Item 7A. |
38 |
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Item 8. |
38 |
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Item 9. |
38 |
|||||
Item 9A. |
38 |
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Item 9B. |
39 |
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Item 9C. |
39 |
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PART III |
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Item 10. |
39 |
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Item 11. |
45 |
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Item 12. |
45 |
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Item 13. |
46 |
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Item 14. |
48 |
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PART IV |
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Item 15. |
48 |
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Item 16. |
49 |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of the 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; |
• | the ability of our officers and directors to generate a number of potential acquisition 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; or |
• | our financial performance. |
• | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to convert your shares to cash. |
• | Our initial stockholders will control a substantial interest in us and thus may influence certain actions requiring a stockholder vote. |
• | The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an agreement for an initial business combination or optimize our capital structure. |
• | Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” |
• | We may not be able to complete our initial business combination within 18 months after the closing of our Initial Public Offering, in which case we would cease all operations except for the purpose of winding up, and we would redeem our public shares for a pro rata portion of the funds in the trust account, and we would liquidate. In such event, our warrants would expire worthless. |
• | If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15%. |
• | We are not required to obtain an opinion from an independent investment banking firm or another independent valuation or appraisal firm and, consequently, you may have no assurance from an independent source that the price we are paying for the target(s) of our initial business combination is fair from a financial point of view. |
• | Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our initial business combination. |
• | We may issue additional shares of capital stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership. |
• | We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business. |
• | Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and other events, and the status of debt and equity markets. |
• | We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. |
• | If we consummate a business combination with a target company with assets located outside of the United States, our results of operations and prospects could be subject to the economic, political, and legal policies, developments, and conditions in the country in which we operate. Further, exchange rate fluctuations and currency policies may cause our ability to succeed in the international markets to be diminished. |
• | Past performance by our management team and their affiliates may not be indicative of future performance of an investment in the Company. |
• | Members of our management team have been, may be, or may become, involved in litigation, investigations or other proceedings, the defense or prosecution of which could be time-consuming and could divert our management’s attention, and may have an adverse effect on us. |
• | Our officers and directors presently have fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our officers and directors may have interests in a potential business combination that are different than yours, which may create conflicts of interest. |
• | We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by a majority of the then outstanding warrants. |
• | We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | If third parties bring claims against us, and if our directors decide not to enforce the indemnification obligations of our sponsors, or if our sponsors do not have the funds to indemnify us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share. |
• | Provisions in our amended and restated certificate of incorporation and bylaws and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management. |
• | Our amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders. |
• | Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. |
• | We may not hold an annual meeting of stockholders until after the consummation of our initial business combination. |
• | We are a newly formed company with no operating history, and, accordingly, you have no basis on which to evaluate our ability to achieve our business objective. |
• | If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. |
• | We are an emerging growth company and smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. |
• | Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss. |
ITEM 1 |
. BUSINESS |
• | financial condition and results of operation; |
• | growth potential; |
• | brand recognition and potential; |
• | experience and skill of management and availability of additional personnel; |
• | capital requirements; |
• | competitive position; |
• | barriers to entry; |
• | stage of development of the products, processes or services; |
• | existing distribution and potential for expansion; |
• | degree of current or potential market acceptance of the products, processes or services; |
• | proprietary aspects of products and the extent of intellectual property or other protection for products or formulas; |
• | impact of regulation on the business; |
• | regulatory environment of the industry; |
• | costs associated with effecting the business combination; |
• | industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and |
• | macro competitive dynamics in the industry within which the company competes. |
• | subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and |
• | result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services. |
• | our obligation to seek stockholder approval of a business combination or engage in a tender offer may delay the completion of a transaction; |
• | our obligation to convert or repurchase shares of common stock held by our public stockholders may reduce the resources available to us for a business combination; |
• | our obligation to pay the underwriters in our initial public offering deferred underwriting commissions of an aggregate fee of up to 3.5% of the gross proceeds of the offering upon consummation of our initial business combination; and |
• | our outstanding warrants and unit purchase options, and the potential future dilution they represent. |
• | may significantly dilute the equity interest of investors in the Initial Public Offering; |
• | may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock; |
• | could cause a change in control if a substantial number of shares of Class A common stock 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; and |
• | may adversely affect prevailing market prices for our units, shares of Class A common stock and/or warrants. |
(i) | we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share; |
(ii) | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and |
(iii) | the Market Value is below $9.20 per share, |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our Class A common stock; |
• | 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 common stock 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. |
• | 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 and wars; and |
• | deterioration of political relations with the United States. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock are a “penny stock” which will require brokers trading in our Class A common stock 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. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
(1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
(2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
(3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. |
Name |
Age |
Position | ||||
Joanna Coles |
59 | Chairperson of the Board and Chief Executive Officer | ||||
Jonathan J. Ledecky |
64 | President and Chief Operating Officer | ||||
James H.R. Brady |
57 | Chief Financial Officer | ||||
Kirsten A. Green |
50 | Director | ||||
David Shapiro |
51 | Director | ||||
Maryann Turcke |
56 | Director |
• | reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K; |
• | discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; |
• | discussing with management major risk assessment and risk management policies; |
• | monitoring the independence of the independent auditor; |
• | 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; |
• | reviewing and approving all related-party transactions; |
• | 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 auditor, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent auditor; |
• | determining the compensation and oversight of the work of the independent auditor (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; and |
• | approving reimbursement of expenses incurred by our management team in identifying potential target businesses. |
• | 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 Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other 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; |
• | if required, 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. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our officers and directors; and |
• | all of our officers and directors as a group. |
Name and address of beneficial owner(1) |
Amount and nature of beneficial ownership(2) |
Approximate percentage of outstanding common stock |
||||||
Joanna Coles(3) |
9,708,334 | 19.4 | % | |||||
Jonathan J. Ledecky(3) |
9,708,334 | 19.4 | % | |||||
James H.R. Brady |
116,667 | * | ||||||
Kirsten A. Green |
58,333 | * | ||||||
David Shapiro |
58,333 | * | ||||||
Maryann Turcke |
58,333 | * | ||||||
Northern Star II Sponsor LLC |
9,708,334 | 19.4 | % | |||||
Arena Capital Advisors, LLC(4) |
3,502,071 | 7.0 | % | |||||
Saba Capital Management, L.P.(5) |
2,429,998 | 4.9 | % | |||||
Citadel Advisors LLC(6) |
3,214,663 | 6.4 | % | |||||
Magnetar Financial LLC(7) |
3,250,000 | 6.5 | % | |||||
Highbridge Capital Management, LLC(8) |
2,732,169 | 5.5 | % | |||||
All officers and directors as a group (six individuals) |
10,000,000 | 20.0 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our stockholders is c/o Northern Star Investment Corp. II, c/o Graubard Miller, The Chrysler Building, 425 Lexington Avenue, New York, New York 10174. |
(2) | Interests shown consist solely of founder shares, classified as Class B common stock. Such shares will automatically convert into Class A common stock at the time of our initial business combination on a one-for-one |
(3) | Represents shares held by our sponsor, of which each of Ms. Coles and Mr. Ledecky is a managing member. |
(4) | Represents shares held by Arena Capital Advisors, LLC and its underlying funds. Each such holder has a business address of 12121 Wilshire Boulevard, Suite 1010, Los Angeles, California 90025. Information derived from a Schedule 13G/A filed on February 14, 2022. |
(5) | Represents shares held by Saba Capital Management, L.P., Boaz R. Weinstein, and Saba Capital Management GP, LLC. Each such holder has a business address of 405 Lexington Avenue, 58th Floor, New York, New York 10174. Information derived from a Schedule 13G filed on December 16, 2021. |
(6) | Represents shares held by Citadel Advisors LLC, Citadel Advisors Holdings LP, Citadel GP LLC, Citadel Securities LLC, CALC IV LP, Citadel Securities GP LLC and Kenneth Griffin. Each such holder has a business address of 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. Information derived from a Schedule 13G/A filed on February 14, 2022. |
(7) | Represents shares held by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz. Each such holder has a business address of 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. Information derived from a Schedule 13G filed on January 28, 2022. |
(8) | Highbridge Capital Management, LLC has a business address of 277 Park Avenue, 23rd Floor, New York, New York 10172. Information derived from a Schedule 13G/A filed on February 9, 2022. |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
(b) | The following Exhibits are filed as part of this report: |
* | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 22, 2021 |
** | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (SEC File Nos. 333-251921 and 333-252421). |
*** | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 25, 2022 |
***** | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 |
NORTHERN STAR INVESTMENT CORP. II | ||
By: | /s/ Joanna Coles | |
Joanna Coles | ||
Chief Executive Officer |
Name |
Position |
Date | ||
/s/ Joanna Coles | Chairperson of our board of directors and Chief Executive Officer |
April 1, 2022 | ||
J OANNA COLES |
(Principal Executive Officer) |
|||
/s/ Jonathan Ledecky | President and Chief Operating Officer |
April 1, 2022 | ||
J ONATHAN LEDECKY |
||||
/s/ James H.R. Brady | Chief Financial Officer |
April 1, 2022 | ||
J AMES H.R. BRADY |
(Principal Financial and Accounting Officer) |
|||
/s/ Kirsten A. Green | Director |
April 1, 2022 | ||
K RISTEN A. GREEN |
||||
/s/ David Shapiro | Director |
April 1, 2022 | ||
D AVID SHAPIRO |
||||
/s/ Maryann Turcke | Director |
April 1, 2022 | ||
M ARYANN TURCKE |
Page |
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F-2 |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
December 31, 2021 |
December 31, 2020 |
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ASSETS |
||||||||
Current assets Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
Total Current Assets |
||||||||
Deferred offering costs |
||||||||
Marketable securities held in Trust Account |
||||||||
TOTAL ASSETS |
$ |
$ |
||||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
||||||||
Current liabilities |
||||||||
Accounts Payable and Accrued expenses |
$ | $ | ||||||
Accrued offering costs |
||||||||
Promissory note – related party |
||||||||
Total current liabilities |
||||||||
Warrant liabilities |
||||||||
Deferred underwriting fee payable |
— | |||||||
Total Liabilities |
||||||||
Commitments |
||||||||
Class A common stock subject to possible redemption |
||||||||
Stockholders’ (Deficit) Equity |
||||||||
Preferred stock, $ |
||||||||
Class B common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Stockholders’ (Deficit) Equity |
( |
) |
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
$ |
$ |
||||||
(1) | Included an aggregate of up to |
Year Ended December 31, 2021 |
For the Period from November 12, 2020 (inception) through December 31, 2020 |
|||||||
General and administrative expenses |
$ | $ | ||||||
Loss from operations |
( |
) |
( |
) | ||||
Other income (expense): |
||||||||
Interest earned on marketable securities held in Trust Account |
||||||||
Transaction expenses attributable to warrant liabilities |
( |
) | ||||||
Loss on initial issuance of private warrants |
( |
) | ||||||
Change in fair value of warrant liability |
||||||||
Total other income, net |
||||||||
Net income (loss) |
$ |
$ |
( |
) | ||||
Basic and diluted weighted average shares outstanding, Class A common stock |
||||||||
Basic and diluted net income per share, Class A common stock |
$ |
$ | ||||||
Basic and diluted weighted average shares outstanding of Class B common stock |
||||||||
Basic and diluted net income (loss) per share, Class B common stock |
$ |
$ |
( |
) | ||||
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance – November 12, 2020 (inception) |
— |
$ |
— |
$ |
$ |
$ |
$ |
|||||||||||||||||||||
Issuance of Class B common stock |
— |
— | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2020 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||
Remeasurement adjustment on redeemable common stock |
— |
— | — |
— | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Forfeiture of Founder Shares |
— |
— | ( |
) | ( |
) | — |
— | ||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2021 |
— |
$ |
— |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
For the Period from November 12, 2020 (Inception) Through December 31, |
|||||||
2021 |
2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) net cash used in operating activities: |
||||||||
Interest earned on marketable securities held in Trust Account |
( |
) | ||||||
Loss on initial issuance of private warrants |
||||||||
Transaction expenses attributable to warrant liabilities |
||||||||
Changes in fair value of warrant liabilities |
( |
) | ||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Accounts payable and accrued expenses |
||||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash into trust Account |
( |
) | ||||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) |
||||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from issuance of Class B common stock to Sponsor |
||||||||
Proceeds from sale of Units, net of underwriting discounts paid |
||||||||
Proceeds from sale of Private Placement Warrants |
||||||||
Proceeds from promissory note – related party |
||||||||
Repayment of promissory note – related party |
( |
) | ||||||
Payment of offering costs |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Net Change in Cash |
||||||||
Cash – Beginning of period |
||||||||
|
|
|
|
|||||
Cash – End of period |
$ |
$ |
||||||
|
|
|
|
|||||
Non-Cash investing and financing activities: |
||||||||
Offering costs included in accrued offering costs |
$ | $ | ||||||
Change in value of Class A common stock subject to redemption |
$ | $ | ||||||
|
|
|
|
|||||
Remeasurement adjustment on redeemable stoc k |
|
$ |
|
|
|
$ |
|
|
Deferred underwriting fee payable |
$ | $ | ||||||
|
|
|
|
Year Ended December 31, 2021 |
For the Period from November 12, 2020 (Inception) Through December 31, 2020 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income (loss) per common stock |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss), as adjusted |
$ | $ | $ | $ | ( |
) | ||||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average common shares outstanding |
||||||||||||||||
|
|
|
|
|||||||||||||
B asic and diluted net income (loss) per common stock |
$ | $ | $ | $ | ( |
) |
December 31, 2021 |
December 31, 2020 |
|||||||
Deferred tax assets (liability) |
||||||||
Net operating loss carryforward |
$ | $ | ||||||
Startup/Organization Expenses |
||||||||
Unrealized loss – Trus t |
|
|
( |
) |
|
|
|
|
Total deferred tax assets (liability) |
||||||||
Valuation Allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Deferred tax assets (liability) |
$ | $ | ||||||
|
|
|
|
December 31, 2021 |
December 31, 2020 |
|||||||
Federal |
||||||||
Current benefit |
|
|
|
|
|
|
| |
Deferred benefit |
|
$ |
( |
) |
|
$ |
( |
) |
Stat e |
|
|
|
|
|
|
|
|
Current benefi t |
|
|
|
|
|
|
|
|
Deferred benefit |
||||||||
Change in valuation allowance |
||||||||
|
|
|
|
|||||
Income tax provision |
$ | $ | ||||||
|
|
|
|
December 31, 2021 |
December 31, 2020 |
|||||||
Statutory federal income tax rate |
% | % | ||||||
Change in fair value of warrants |
( |
)% | % | |||||
Transaction costs allocated to warrants |
% | % | ||||||
Fair value of private warrant liability in excess of proceeds |
% | % | ||||||
Valuation allowance |
% | ( |
)% | |||||
|
|
|
|
|||||
Income tax provision |
% | % | ||||||
|
|
|
|
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. |
Description |
Level |
December 31, 2020 |
December 31, 2021 |
|||||||||||||
Assets: |
||||||||||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund |
1 | $ | — | $ | ||||||||||||
Liabilities: |
||||||||||||||||
Warrant liability – Public Warrants ( 1 ) |
1 | $ | $ | |||||||||||||
Warrant liability – Private Placement Warrants (1) |
2 | $ |
( 1 ) |
Measured at fair value on a recurring basis. |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of January 1, 2021 |
$ |
$ |
$ |
|||||||||
Initial measurement on January 28, 2021 |
||||||||||||
Change in valuation inputs or other assumptions |
— | |||||||||||
Transfer to Level 1 |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Transfer to Level 2 |
( |
) | — | ( |
) | |||||||
|
|
|
|
|
|
|||||||
Fair value as of December 31, 2021 |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Initial measurement on January 28, 2021 |
||||||||||||
Change in valuation inputs or other assumptions |
( |
) | ( |
) | ( |
) | ||||||
Fair value as of December 31, 2021 |
||||||||||||