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 No.) |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
one-half of one redeemable warrant |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Auditor PCAOB ID Number: |
Auditor Name: |
Auditor Location: |
Page |
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14 | ||||
43 | ||||
43 | ||||
43 | ||||
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44 | ||||
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48 |
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48 |
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59 | ||||
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63 | ||||
65 | ||||
66 | ||||
66 | ||||
67 | ||||
F-1 |
• | 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; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ liquidity and trading; |
• | 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. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | 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 ordinary shares; |
• | 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 ordinary shares 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. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares 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. |
• | 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; and |
• | deterioration of political relations with the United States. |
• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis |
• | may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of our Class A ordinary shares 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; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our Class A ordinary shares 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 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 ordinary shares; |
• | 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 ordinary shares 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 | ||||
Alec Oxenford |
53 | Chief Executive Officer and Chairman | ||||
Rafael Steinhauser |
62 | President and Director | ||||
Rahim Lakhani |
43 | Chief Financial Officer | ||||
Alfredo Capote |
50 | Chief Strategy Officer | ||||
David Lorié |
53 | Director | ||||
Amos Genish |
61 | Director | ||||
Ariel Lebowits |
44 | 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 registered public accounting firm has 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 independent registered public accounting 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’s 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 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. |
• | identifying, 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 appointment at the annual general meeting 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. |
Under | Cayman Islands law, directors and officers owe the following fiduciary duties: |
(i) | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
(ii) | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
(iii) | directors should not improperly fetter the exercise of future discretion; |
(iv) | duty to exercise powers fairly as between different sections of shareholders; |
(v) | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
(vi) | duty to exercise independent judgment. |
Individual |
Entity/Organization |
Entity’s Business |
Affiliation | |||
|
|
| ||||
Alec Oxenford | OfferUp | Online marketplace | Director | |||
Amos Genish | BTG Pactual | Investment Bank | Senior Partner and Head of Digital Retail | |||
Ariel Lebowits | OLX Group | Online marketplace | Head of M&A |
• | Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our initial shareholders hold founder shares and private placement warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the |
• | The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our officers and directors; and |
• | all our officers and directors as a group. |
Class A ordinary shares |
Class B ordinary shares(2) |
|||||||||||||||||||
Name of Beneficial Owners(1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Ordinary Shares |
|||||||||||||||
5% Shareholders: |
||||||||||||||||||||
Alpha Capital Sponsor LLC(3) |
— | — | 5,750,000 | 100 | % | 20.0 | % | |||||||||||||
Entities affiliated with Innova Capital SPAC, LP(4) |
2,300,000 | 10.0 | % | — | — | 8.0 | % | |||||||||||||
Entities affiliated with Sculptor Capital LP(5) |
1,800,000 | 5.5 | % | — | — | 4.4 | % | |||||||||||||
Entities affiliated with the Goldman Sachs Group, Inc.(6) |
1,248,083 | 5.4 | % | — | — | — | ||||||||||||||
Directors and Officers: |
||||||||||||||||||||
Alec Oxenford |
— | — | — | — | — | |||||||||||||||
Rafael Steinhauser |
— | — | — | — | — | |||||||||||||||
Rahim Lakhani |
— | — | — | — | — | |||||||||||||||
Alfredo Capote |
— | — | — | — | — | |||||||||||||||
Amos Genish |
— | — | — | — | — | |||||||||||||||
Ariel Lebowits |
— | — | — | — | — | |||||||||||||||
David Lorié |
— | — | — | — | — | |||||||||||||||
All officers and directors as a group (seven individuals) |
— | — | — | — | — |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the persons and entities listed above is 1230 Avenue of the Americas, 16th Floor, New York, NY 10020. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one |
(3) | Alpha Capital Sponsor LLC is the record holder of such shares, and Alpha Capital Sponsor LLC is controlled by a board of managers consisting of Alec Oxenford, Rafael Steinhauser and Rahim Lakhani. Each manager of Alpha Capital Sponsor LLC has one vote, and the approval of two of the three members of the board of managers is required to approve an action of Alpha Capital Sponsor LLC. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to Alpha Capital Sponsor LLC. Based upon the foregoing analysis, no individual manager of Alpha Capital Sponsor LLC exercises voting or dispositive control over any of the securities held by Alpha Capital Sponsor LLC even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly. Additionally, because Alpha’s co-sponsors, who are members of Alpha Capital Sponsor LLC, do not exercise voting or dispositive control over any of the securities held by Alpha Capital Sponsor LLC, they will not be deemed to have or share beneficial ownership of such shares, and for the avoidance of doubt, each expressly disclaims any such beneficial interest except to the extent of any pecuniary interest they may have therein, directly or indirectly. |
(4) | Innova Capital SPAC LP, a Cayman Islands exempted limited partnership, is the record holder of such shares, and Innovatech Ltd., a Cayman Islands company, serves as the general partner of Innova Capital SPAC LP. Veronica Allende Serra serves as a director of Innovatech Ltd. and, accordingly, shares voting and investment discretion with respect to the shares held of record by Innova Capital SPAC LP and may be deemed to have shared beneficial ownership of such shares directly held by Innova Capital SPAC LP. Ms. Serra disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The business address of each of Innova Capital SPAC LP and Innovatech Ltd. is Edificio Os Bandeirantes—Av. Brg. Faria Lima, 2179—Jardins, Sao Paulo—SP, 01450-010, Brazil. |
(5) | This information is based solely on the Schedule 13G filed with the SEC on February 26, 2021 on behalf of Sculptor Capital LP (“Sculptor”), Sculptor Capital Holding Corp. (“SCHC”), Sculptor Capital Management, Inc. (“SCU”), Sculptor Master Fund, Ltd. (“SCMF”), Sculptor Special Funding, LP (“NRMD”) and Sculptor Enhanced Master Fund, Ltd. (“SCEN”). Sculptor, a Delaware limited partnership, is the principal investment manager to a number of private funds and discretionary accounts. SCHC, a Delaware corporation, serves as the general partner of Sculptor. SCU, a Delaware limited liability company, is a holding company that is the sole shareholder of SCHC. Sculptor is the investment adviser to SCMF, a Cayman Islands company. NRMD is a Cayman Islands exempted limited partnership. SCEN is a Cayman Islands company. The business address of each of Sculptor, SCHC, and SCU is 9 West 57 Street, 39 Floor, New York, NY 10019. The business address of each of SCMF, SCEN, and NRMD is c/o State Street (Cayman) Trust, Limited, 1 Nexus Way—Suite #5203, PO Box 896, Helicona Courtyard, Camana Bay, Grand Cayman, KY1-1103, Cayman. |
(6) | This information is based solely on the Schedule 13G filed with the SEC on January 27, 2022 on behalf of The Goldman Sachs Group, Inc. (“GS Group”) and Goldman Sachs & Co. LLC. (“Goldman Sachs”). Goldman Sachs is a registered broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended and an investment adviser registered under Section 203 of the Investment Advisors Act of 1940. Goldman Sachs is a subsidiary of GS Group. The business address of each of GS Group and Goldman Sachs is 200 West Street, New York, NY 10282. |
(a) | The following documents are filed as part of this Form 10-K: |
Page | ||
F-1 | ||
F-2 | ||
F-3 | ||
F-4 | ||
F-5 | ||
F-6 to F-20 |
Alpha Capital Acquisition Company | ||
By: | /s/ Rahim Lakhani | |
Name: Rahim Lakhani | ||
Title: Chief Financial Officer |
Name |
Position |
Date | ||
/s/ Alec Oxenford | Chief Executive Officer and Chairman (Principal Executive Officer) | March 23, 2022 | ||
Alec Oxenford |
||||
/s/ Rahim Lakhani Rahim Lakhani |
Chief Financial Officer (Principal Financial and Accounting Officer) | March 23, 2022 | ||
/s/ Rafael Steinhauser | President and Director | March 23, 2022 | ||
Rafael Steinhauser |
||||
/s/ Amos Genish Amos Genish |
Director | March 23, 2022 | ||
/s/ David Lorié David Lorié |
Director | March 23, 2022 | ||
/s/ Ariel Lebowits | Director | March 23, 2022 | ||
Ariel Lebowits |
F- 1 |
||||
Financial Statements: |
||||
F- 2 |
||||
F- 3 |
||||
F-4 |
||||
F-5 |
||||
F- 6 to F-2 0 |
December 31, |
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2021 |
2020 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | — | |||||
Prepaid expenses and other |
— | |||||||
Deferred offering costs |
||||||||
Total current assets |
||||||||
Investments held in Trust Account |
— | |||||||
Total Assets |
$ |
$ |
||||||
Liabilities, Redeemable Shares, and Shareholders’ Deficit |
||||||||
Current liabilities: |
||||||||
Accrued offering costs and expenses |
$ | $ | ||||||
Due to related party |
||||||||
Promissory note—related party |
||||||||
Total current liabilities |
||||||||
Derivative warrant liabilities |
— | |||||||
Deferred underwriting discount |
— | |||||||
Total Liabilities |
||||||||
Commitments and Contingencies |
||||||||
Class A ordinary shares subject to possible redemption, $ |
— | |||||||
Shareholders’ Deficit: |
||||||||
Preference shares, $ |
— | |||||||
Class A ordinary shares, $ |
— | |||||||
Class B ordinary shares, $ |
(1) | |||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Shareholders’ Deficit |
( |
) |
( |
) | ||||
Total Liabilities, Redeemable Shares, and Shareholders’ Deficit |
$ |
$ |
||||||
(1) | Included an aggregate of up to |
Year Ended December 31, 2021 |
For the Period from December 10, 2020 (Inception) Through December 31, 2020 |
|||||||
Formation and operating costs |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) |
( |
) | ||||
Other income (expense) |
||||||||
Interest earned on investments held in Trust Account |
||||||||
Change in fair value of derivative warrant liabilities |
||||||||
Offering costs allocated to warrants |
( |
) | ||||||
|
|
|
|
|||||
Total other income, net |
||||||||
|
|
|
|
|||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Weighted average shares outstanding of Class A ordinary shares |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class A ordinary shares |
$ |
( |
) |
$ | ||||
|
|
|
|
|||||
Weighted average shares outstanding of Class B ordinary shares |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class B ordinary shares |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated |
Total Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance as of December 10, 2020 (Inception) |
— |
$ |
— |
$ |
$ |
$ |
$ |
|||||||||||||||||||||
Issuance of Class B to Sponsor |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance as of December 31, 2020 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
Cash received in excess of fair value of private placement warrants |
— | — | — | — | — | |||||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance as of December 31, 2021 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
Year Ended December 31, |
For the Period from December 10, 2020 (Inception) Through December 31, |
|||||||
2021 |
2020 |
|||||||
Cash flows from Operating Activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Formation costs paid by an officer of the company in exchange for the issuance of Class B ordinary shares |
— | |||||||
Offering costs allocated to warrants |
— | |||||||
Change in fair value of derivative warrant liabilities |
( |
) | — | |||||
Interest earned on investments held in Trust Account |
( |
) | — | |||||
Operating cost paid by Sponsor |
— | |||||||
Operating costs paid by Sponsor loan |
— | |||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses and other |
( |
) | — | |||||
Accrued offering costs and expenses |
— | |||||||
Due to related party |
( |
) | — | |||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) |
— | |||||
|
|
|
|
|||||
Cash Flows from Investing Activities: |
||||||||
Cash deposited into Trust Account |
( |
) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) |
— | |||||
|
|
|
|
|||||
Cash flows from Financing Activities: |
||||||||
Proceeds from Initial Public Offering, net of underwriters’ fees |
— | |||||||
Proceeds from private placement |
— | |||||||
Proceeds from promissory note to related party |
— | |||||||
Repayment of promissory note to related party |
( |
) | — | |||||
Payments of offering costs |
( |
) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
— | |||||||
|
|
|
|
|||||
Net change in cash |
— | |||||||
Cash, beginning of the period |
— | |||||||
|
|
|
|
|||||
Cash, end of the period |
$ |
$ | — | |||||
|
|
|
|
|||||
Supplemental disclosure of noncash investing and financing activities: |
||||||||
Deferred underwriting commissions |
$ | $ | — | |||||
|
|
|
|
|||||
Deferred offering costs included in the accrued offering costs |
$ | — | $ | |||||
|
|
|
|
|||||
Deferred offering costs paid by an officer of the Company in exchange for the issuance of Class B ordinary shares |
$ | — | $ | |||||
|
|
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|
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Year Ended December 31, 2021 |
For the Period from December 10, 2020 (Inception) December 31, 2020 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net loss per share: |
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Numerator: |
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Allocation of net loss |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
Denominator: |
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Weighted-average shares outstanding |
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Basic and diluted net loss per share |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
( |
) |
• | in whole and not in part; |
• | at a price of $ |
• | upon no less than redemption (the “30-day redemption period”) to each warrant holder; and |
• | if, and only if, the last reported sale price of the Class A ordinary shares for any within a period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $ for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Carrying Value/ Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value as of December 31, 2021 |
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U.S. Treasury Securities |
$ | $ | $ | $ | ||||||||||||
$ | $ | $ | $ | |||||||||||||
Total |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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U.S. Money Market held in Trust Account |
$ | $ | $ | |
$ | |
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U.S. Treasury Securities held in Trust Account |
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$ | $ | $ | |
$ | |
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Liabilities: |
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Warrant Liability – Public Warrants |
$ | $ | $ | |
$ | |
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Warrant Liability – Private Placement Warrants |
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$ | $ | $ | |
$ | ||||||||||||
Input |
February 23, 2021 (Initial Measurement) |
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Expected term (years) |
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Expected volatility |
% | |||
Risk-free interest rate |
% | |||
Ordinary share price |
$ | |||
Dividend yield |
% |
Input |
December 31, 2021 |
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Expected term (years) |
||||
Expected volatility |
% | |||
Risk-free interest rate |
% | |||
Ordinary share price |
$ | |||
Dividend yield |
% |
Warrant Liability |
||||
Fair value as of January 1, 2021 |
$ | |||
Initial fair value of warrant liabilities upon issuance at IPO |
||||
Transfer out of Level 3 to Level 1 |
( |
) | ||
Change in fair value |
( |
) | ||
Fair value as of December 31, 2021 |
$ | |||
Gross proceeds from IPO |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
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Accretion of carrying value to redemption value |
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Class A ordinary shares subject to possible redemption |
$ | |||