ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Title of Each Class |
Trading Symbol (s) |
Name of Each Exchange on Which Registered | ||
one-sixth of one redeemable warrant |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
• | “we,” “us,” “company,” and “our company” are to Advanced Merger Partners, Inc., a Delaware corporation; |
• | “DGCL” refers to the Delaware General Corporation Law as the same may be amended from time to time; |
• | “founder shares” are to shares of Class B common stock initially purchased by our sponsor and our directors in a private placement prior to our initial public offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein (for the avoidance of doubt, such shares of Class A common stock will not be “public shares”); |
• | “initial stockholders” are to holders of our founder shares prior to our initial public offering; |
• | “management” or our “management team” are to our executive officers and directors; |
• | “common stock” are to our Class A common stock and our Class B common stock; |
• | “public shares” are to shares of Class A common stock sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
• | “public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchased public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” will only exist with respect to such public shares; |
• | “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering; |
• | “public warrants” are to (1) our redeemable warrants sold as part of the units in our initial public offering and (2) any private placement warrants or warrants issued upon conversion of working capital loans that are transferred to third parties that are not our sponsor or its permitted transferees following the consummation of our initial business combination; |
• | “sponsor” is to HLI Sponsor, LLC, a Delaware limited liability company; and |
• | “warrants” are to our public warrants and private placement warrants, as well as any warrants issued upon conversion of working capital loans upon consummation of our initial business combination, collectively. |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic, the invasion of Ukraine by Russia and resulting sanctions, and other events (such as terrorist attacks, geopolitical unrest, natural disasters or a significant outbreak of other infectious diseases); |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; |
• | our financial performance; or |
• | the other risk and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report and in our other filings with the SEC. |
• | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. |
• | Our proximity to our liquidation date expresses substantial doubt about our ability to continue as a “going concern.” |
• | Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination. |
• | If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote their shares in favor of such initial business combination, regardless of how our public stockholders vote. |
• | The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
• | The requirement that we complete our initial business combination by March 4, 2023 may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. |
• | 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. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by negative impacts on the global economy, capital markets or other geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities. |
• | Past performance by Houlihan, Saddle Point, members of our Investment Committee (each as defined herein) or our management team and their respective affiliates may not be indicative of future performance of an investment in us. |
• | If we seek stockholder approval of our initial business combination, our sponsor, initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A common stock. |
• | We may not be able to complete our initial business combination by March 4, 2023, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. |
• | If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | The NYSE 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. |
• | We have identified material weaknesses in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. |
• | If the net proceeds of our initial public offering not being held in the trust account are insufficient to allow us to operate until at least March 4, 2023, or 24 months following the closing of our initial public offering, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or an affiliate of our sponsor or management team to fund our search and to complete our initial business combination. |
• | Unlike some other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A common stock if we issue certain shares to consummate an initial business combination. |
• | We may compete with clients of Houlihan or other affiliates of our sponsor for acquisition opportunities for our company, which could negatively impact our ability to locate and complete a suitable business combination. |
• | Our management team and members of the Investment Committee will allocate their time to other activities thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. |
• | Members of our management team and our Investment Committee presently have, and any of them in the future may have additional, certain duties and/or fiduciary or contractual obligations to other entities and other personal and financial interests and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Provisions in our certificate of incorporation 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 Class A common stock and could entrench management. |
• | 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. |
• | we have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not currently subject to. |
• | 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; |
• | challenges in managing and staffing international operations; |
• | 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, such as the recent invasion of Ukraine by Russia; and |
• | deterioration of political relations with the United States. |
• | may significantly dilute the equity interest of investors; |
• | 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 is 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, Class A common stock and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A 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. |
Name |
Age |
Position | ||
John Mavredakis | 64 | Chairman of the Board of Directors | ||
Roy J. Katzovicz | 48 | Chief Executive Officer and Director | ||
Stephen Katchur | 42 | Chief Financial Officer | ||
Gregory S. Lyss | 59 | Chief Operating Officer | ||
Irwin Gold | 65 | Director | ||
Ann Daly | 65 | Director | ||
James Ellis | 75 | Director | ||
Alejandro Santo Domingo | 45 | Director | ||
Bruce Zimmerman | 64 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firms have with us in order to evaluate their continued independence; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | 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 making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.. |
• | screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; |
• | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
• | each person known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock; |
• | each of our executive officers and directors that beneficially owns shares of common stock; and |
• | all our executive officers and directors as a group. |
Name and Address of Beneficial Owner(1) |
Number of Shares Beneficially Owned(2) |
Approximate Percentage of Outstanding Common Stock(3) |
||||||
HLI Sponsor, LLC (4) |
7,087,500 | 19.7 | % | |||||
John Mavredakis |
— | — | ||||||
Roy J. Katzovicz (4) |
7,087,500 | 19.7 | % | |||||
Stephen Katchur |
— | — | ||||||
Gregory S. Lyss |
— | — | ||||||
Irwin Gold (4) |
7,087,500 | 19.7 | % | |||||
Ann Daly |
25,000 | * | ||||||
James Ellis |
25,000 | * | ||||||
Alejandro Santo Domingo (5) |
325,000 | * | ||||||
Bruce Zimmerman |
25,000 | * | ||||||
All executive officers and directors as a group (9 individuals) |
7,487,500 | 20.8 | % |
Name and Address of Beneficial Owner |
Number of Shares Beneficially Owned(6) |
Approximate Percentage of Outstanding Class A Common Stock(7) |
||||||
Glazer Capital, LLC (8) |
1,912,487 | 6.7 | % | |||||
Aristeia Capital, L.L.C. (9) |
1,640,130 | 5.7 | % | |||||
Teacher Retirement System of Texas (10) |
1,500,000 | 5.2 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is 1325 Avenue of the Americas, Suite 2103, New York, New York 10019. |
(2) | Interests shown consist solely of founder shares, classified as shares of Class B common stock, except in the case of Alejandro Santo Domingo (see footnote 5). Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis, subject |
(3) | Based on 35,937,500 shares of common stock outstanding at March 28, 2022, of which 28,750,000 were Class A common stock and 7,187,500 were Class B common stock. |
(4) | Our sponsor is the record holder of the shares reported herein and is controlled by affiliates of Houlihan and Saddle Point. According to a Schedule 13G filed with the SEC on February 14, 2022, our sponsor is managed by a board of managers consisting of two managers, Irwin Gold and Saddle Point Management, L.P., of which Roy J. Katzovicz is the Chief Executive Officer. Mr. Gold and Saddle Point Management L.P. were each designated to serve as managers by the two members of the Sponsor, HLI SPAC Founder, LLC and SP SPAC Founder, LLC, respectively. Accordingly, Mr. Gold and Mr. Katzovicz share voting and dispositive power over the shares of Class B common stock held by our sponsor and may be deemed to beneficially own such shares. |
(5) | Consists of (i) 25,000 founder shares and (ii) 300,000 shares of Class A common stock included in the 300,000 units purchased by Mr. Santo Domingo in our initial public offering. |
(6) | Interests shown consist solely of Class A common stock. |
(7) | Based on 28,750,000 shares of Class A common stock outstanding at March 28, 2022. |
(8) | According to a Schedule 13G filed with the SEC on February 14, 2022 by Glazer Capital, LLC (“Glazer Capital”), with respect to the shares of Class A common stock held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the “Glazer Funds”) and by Paul J. Glazer, who serves as the Managing Member of Glazer Capital, with respect to the shares of Class A common stock held by the Glazer Funds. Each of Glazer Capital and Mr. Glazer share voting and dispositive power with respect to the reported shares. The business address of each of Glazer Capital and Mr. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019. |
(9) | According to a Schedule 13G filed with the SEC on February 14, 2022 by Aristeia Capital, L.L.C., which serves as the investment manager of, and has sole voting and dispositive power with respect to, the reported shares held by one or more private investment funds. The business address of this stockholder is One Greenwich Plaza, 3rd Floor, Greenwich, Connecticut 06830. |
(10) | According to a Schedule 13G/A filed with the SEC on July 29, 2021 by Teacher Retirement System of Texas, which has sole voting and dispositive power with respect to the reported shares. The business address of this stockholder is 1000 Red River Street, Austin, Texas 78701. |
(a) | The following documents are filed as part of this report or incorporated herein by reference: |
(1) | Our Financial Statements are listed on page F-1 of this Annual Report |
(2) | Financial Statements Schedule |
(3) | Exhibits: |
* | Filed herewith. |
** | Furnished herewith. |
(1) | Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-40138), filed with the SEC on March 5, 2021. |
(2) | Incorporated by reference to an exhibit to the Registrant’s Form S-1 (File No. 333-252624), filed with the SEC on February 1, 2021. |
(3) | Incorporated by reference to an exhibit to the Registrant’s Form S-1, as amended (File No. 333-252624), filed with the SEC on February 17, 2021. |
F-2 |
||||
Financial Statements: |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 to F-20 |
December 31, |
||||||||||||
2021 |
2020 |
|||||||||||
ASSETS |
||||||||||||
Current assets |
||||||||||||
Cash and cash equivalents |
$ | $ | ||||||||||
Prepaid expenses |
— | |||||||||||
Total Current Assets |
||||||||||||
Deferred offering costs |
— | |||||||||||
Investments held in Trust Account |
— | |||||||||||
TOTAL ASSETS |
$ |
$ |
||||||||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
||||||||||||
Current liabilities |
||||||||||||
Accrued expenses |
$ | $ | ||||||||||
Accrued offering costs |
— | |||||||||||
Promissory note – related party |
— | |||||||||||
Total Current Liabilities |
||||||||||||
Deferred underwriting fee payable |
— | |||||||||||
Warrant liability |
— | |||||||||||
Total Liabilities |
||||||||||||
Commitments and Contingencies |
||||||||||||
Class A common stock subject to possible redemption, |
— | |||||||||||
Stockholders’ (Deficit) Equity |
||||||||||||
Preferred stock, $ |
||||||||||||
Class A common stock, $ shares authorized; and outstanding excluding |
— | |||||||||||
Class B common stock, $ |
||||||||||||
Additional paid-in capital |
||||||||||||
Accumulated deficit |
( |
) | ( |
) | ||||||||
Total Stockholders’ (Deficit) Equity |
( |
) |
||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
$ |
$ |
||||||||||
Year Ended December 31, |
For the Period from November 12, 2020 (Inception) Through December 31, |
|||||||
2021 |
2020 |
|||||||
Operating and formation costs |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) |
( |
) | ||||
Other income: |
||||||||
Change in fair value of warrant liability |
||||||||
Interest income – cash equivalents |
||||||||
Interest earned on investments held in Trust Account |
||||||||
|
|
|
|
|||||
Total other income |
||||||||
|
|
|
|
|||||
Net income (loss) |
$ |
$ |
( |
) | ||||
|
|
|
|
|||||
Weighted average shares outstanding, Class A common stock |
||||||||
|
|
|
|
|||||
Basic earnings per share, Class A common stock |
$ |
$ |
||||||
|
|
|
|
|||||
Weighted average shares outstanding, Class B common stock (1) |
||||||||
|
|
|
|
|||||
Basic earnings (loss) per share, Class B common stock |
$ |
$ |
( |
) | ||||
|
|
|
|
|||||
Weighted average shares outstanding, Class A common stock |
||||||||
|
|
|
|
|||||
Diluted earnings per share, Class A common stock |
$ |
$ | ||||||
|
|
|
|
|||||
Weighted average shares outstanding, Class B common stock (1) |
||||||||
|
|
|
|
|||||
Diluted earnings (loss) per share, Class B common stock |
$ |
$ | ( |
) | ||||
|
|
|
|
(1) |
For the period from November 12, 2020 (inception) through December 31, 2020, includes up to |
Class A Common Stock |
Class B Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
(Deficit) Equity |
||||||||||||||||||||||
Balance – November 12, 2020 (Inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2020 |
( |
) |
||||||||||||||||||||||||||
Accretion for Class A common stock subject to redemption |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Cash paid in excess of fair value for Private Placement Warrants |
— | — | — | — | — | |||||||||||||||||||||||
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) to net cash used in operating activities: |
||||||||
Interest earned on investments held in Trust Account |
( |
) | ||||||
Change in fair value of warrant liability |
( |
) | ||||||
Transaction costs related to warrant liability |
||||||||
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 sale of Units, net of underwriting discounts paid |
||||||||
Proceeds from issuance of Class B common stock to Sponsor |
||||||||
Proceeds from sale of Private Placement Warrants |
||||||||
Advances from related party |
||||||||
Repayment of advances from related party |
( |
) | ||||||
Repayment of promissory note –related party |
( |
) | ||||||
Payment of offering costs |
( |
) | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Net Change in Cash and cash equivalents |
||||||||
Cash and cash equivalents – Beginning of period |
||||||||
|
|
|
|
|||||
Cash and cash equivalents – End of period |
$ |
$ |
||||||
|
|
|
|
|||||
Non-Cash investing and financing activities: |
||||||||
Deferred underwriting fee payable |
$ | $ | ||||||
|
|
|
|
|||||
Offering costs included in accrued offering costs |
$ | $ | ||||||
|
|
|
|
|||||
Offering costs paid through promissory note |
$ | $ | ||||||
|
|
|
|
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
$ | ( |
) | |
Class A common stock issuance costs |
$ | ( |
) | |
Plus: |
||||
Accretion of carrying value to redemption value |
$ | |||
|
|
|||
Class A common stock subject to possible redemption |
$ | |||
|
|
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 net income (loss) per common share |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss), as adjusted |
$ | $ | $ | $ | ( |
) | ||||||||||
Denominator: |
||||||||||||||||
Basic weighted average shares outstanding |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic net income (loss) per common share |
$ | $ | $ | $ | ( |
) | ||||||||||
Diluted net income per common share |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income, as adjusted |
$ | $ | $ | $ | ||||||||||||
Denominator: |
||||||||||||||||
Diluted weighted average shares outstanding |
||||||||||||||||
Diluted net income (loss) per common share |
$ | $ | $ | $ | ( |
) |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the closing price of the Class A common stock for any |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the Reference Value (as defined above) equals or exceeds $ |
• | if the Reference Value is less than $ |
December 31, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Deferred tax assets |
||||||||
Net operating loss carryforward |
$ |
$ |
||||||
Startup Costs |
||||||||
|
|
|
|
|||||
Total deferred tax assets |
||||||||
Valuation allowance |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Deferred tax assets, net of allowance |
$ |
$ |
||||||
|
|
|
|
December 31, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Federal |
||||||||
Current |
$ |
$ |
||||||
Deferred |
( |
) |
( |
) | ||||
State |
||||||||
Current |
$ |
$ |
||||||
Deferred |
||||||||
Change in valuation allowance |
||||||||
|
|
|
|
|||||
Income tax provision |
$ |
$ |
||||||
|
|
|
|
December 31, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Statutory federal income tax rate |
% |
% | ||||||
Transaction costs warrants |
% |
% | ||||||
Change in fair value of warrants |
( |
)% |
% | |||||
Change in 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. |
Level |
December 31, 2021 |
|||||||
Assets: |
||||||||
Investments held in Trust Account |
1 | $ | ||||||
Liabilities: |
||||||||
Warrant Liability – Public Warrants |
1 | $ | ||||||
Warrant Liability – Private Placement Warrants |
3 | $ |
Input: |
March 4, 2021 (Initial Measurement) |
December 31, 2021 |
||||||||||
Public Warrants |
Private Warrants |
Private Warrants |
||||||||||
IPO Price (per unit) |
$ |
$ |
$ |
|||||||||
Underlying Asset Price (per share) |
$ |
$ |
$ |
|||||||||
Strike Price |
$ |
$ |
$ |
|||||||||
Time to Maturity (in years) |
||||||||||||
Risk Free Interest Rate |
% |
% |
% | |||||||||
Concluded Volatility for Black-Scholes Model |
% |
% |
% |
Private Placement Warrants |
Public Warrants |
Warrant Liabilities |
||||||||||
Fair value as of January 1, 2021 |
$ | $ | $ | |||||||||
Initial measurement on March 4, 2021 |
||||||||||||
Change in fair value |
( |
) | ( |
) | ( |
) | ||||||
Transfers to Level 1 on April 23, 2021 |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Fair value as of December 31, 2021 |
$ | $ | $ | |||||||||
|
|
|
|
|
|
As |
||||||||||||||||
Previously |
Adjustments |
Adjustments |
As |
|||||||||||||
Reported |
Restatement 1 |
Restatement 2 |
Restated |
|||||||||||||
Balance sheet as of March 4, 2021 |
||||||||||||||||
Warrant Liability |
$ | $ | $ | $ | ||||||||||||
Total Liabilities |
||||||||||||||||
Class A common stock subject to possible redemption |
( |
) | ||||||||||||||
Class A common stock |
( |
) | ||||||||||||||
Additional paid-in capital |
( |
) | ||||||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Total Stockholders’ (Deficit) Equity |
$ | $ | ( |
) | $ | ( |
) |
Advanced Merger Partners, Inc. | ||||
Dated: March 28, 2022 | By: | /s/ Roy J. Katzovicz | ||
Roy J. Katzovicz | ||||
Chief Executive Officer | ||||
Dated: March 28, 2022 | By: | /s/ Stephen Katchur | ||
Stephen Katchur | ||||
Chief Financial Officer |
Signatures |
Capacity in Which Signed | |
/s/ John Mavredakis |
Chairman of the Board | |
John Mavredakis | ||
/s/ Roy J. Katzovicz |
Chief Executive Officer | |
Roy J. Katzovicz | (Principal Executive Officer) | |
/s/ Stephen Katchur |
Chief Financial Officer | |
Stephen Katchur | (Principal Financial and Accounting Officer) | |
/s/ Irwin Gold |
Director | |
Irwin Gold | ||
/s/ Ann Daly |
Director | |
Ann Daly | ||
/s/ James Ellis |
Director | |
James Ellis | ||
/s/ Alejandro Santo Domingo |
Director | |
Alejandro Santo Domingo | ||
/s/ Bruce Zimmerman |
Director | |
Bruce Zimmerman |