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 |
/A | ||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
one-fifth of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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1 |
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1 |
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11 |
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54 |
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54 |
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54 |
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54 |
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55 |
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55 |
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56 |
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57 |
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64 |
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F-1 |
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65 |
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65 |
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65 |
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65 |
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66 |
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66 |
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74 |
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75 |
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77 |
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79 |
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80 |
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80 |
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81 |
• |
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 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 (as defined below) 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. |
• | Target Business Size |
• | Domestic and International Focus |
• | Public Company Benefits |
• | Liquidity Needs |
• | Valuation |
• | Growth Opportunities |
• | Platform Opportunities |
• | Relationships and Experience far-reaching network of relationships provides us numerous competitive advantages and will present substantial potential business targets. |
• | Risk-Adjusted Returns |
• | Proven Management Teams |
• | 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. |
• | 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 shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. |
• | Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. |
• | The ability of our public shareholders 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 a business combination with a target. |
• | The ability of our public shareholders 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 requirement that we complete our initial business combination by March 12, 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 shareholders. |
• | 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 recent coronavirus (COVID-19) outbreak and the status of debt and equity markets, as well as protectionist legislation in our target markets. |
• | If we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or Public Warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A Ordinary Shares or Public Warrants. |
• | If a shareholder 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 submitting or 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. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | 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 shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our Warrants will expire worthless. |
• | If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient to allow us to operate for at least the next 24 months, 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 management team to fund our search and to complete our initial business combination. |
• | Past performance by our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company. |
• | Unlike some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A Ordinary Shares if we issue certain shares to consummate an initial business combination. |
• | We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors. |
• | We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrantholders. |
• | An investment in the Initial Public Offering may result in uncertain U.S. federal income tax consequences. |
• | Our Warrants are accounted for as liabilities and the changes in value of our Warrants could have a material effect on our financial results. |
• | We have identified a material weakness in our internal control over financial reporting as of December 31, 2021. 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. |
• | We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
• | 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. |
• | may significantly dilute the equity interest of investors in the Initial Public 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 |
• | 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 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; |
• | may adversely affect prevailing market prices for our units, Class A Ordinary Shares and/or Warrants; and |
• | may not result in adjustment to the exercise price of our 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. |
• | 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; |
• | 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, natural disasters, widespread health emergencies and wars, including the conflict in Ukraine and the surrounding region; 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 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. |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business at attractive values; |
• | a review of debt to equity ratios in leveraged transactions; |
• | our capital structure; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of the Initial Public Offering; and |
• | other factors as were deemed relevant. |
Gross Proceeds of the IPO |
$ | 330,000,000 | ||
Less: |
||||
Proceeds allocated to Public Warrants |
(9,108,000 | ) | ||
Issuance costs related to Class A Ordinary Shares |
(16,737,016 | ) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
25,845,016 | |||
Contingently redeemable Class A Ordinary Shares |
$ | 330,000,000 | ||
For the Year ended December 31, 2021 |
For the Period from November 24, 2020 (Inception) through December 31, 2020, |
|||||||
Redeemable Class A Ordinary Shares |
||||||||
Numerator: |
||||||||
Net income allocable to Class A Ordinary Shares subject to possible redemption |
$ | 2,860,120 | $ | — | ||||
Denominator: |
||||||||
Weighted average Redeemable Class A Ordinary Shares, Basic and Diluted |
26,671,233 | — | ||||||
Basic and diluted net income per share, redeemable Class A Ordinary Shares |
$ | 0.11 | $ | — | ||||
Non-Redeemable Ordinary Shares |
||||||||
Numerator: |
||||||||
Net income (loss) allocable to non-redeemable Class B Ordinary Shares |
$ | 869,274 | $ | (3,186 | ) | |||
Denominator: |
||||||||
Weighted average non-redeemable Class B Ordinary Shares |
8,106,164 | 7,500,000 | ||||||
Basic and diluted net income (loss) per share, non-redeemable Class B Ordinary Shares |
$ | 0.11 | $ | (0.00 | ) | |||
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
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 |
— | |||||||
Deferred offering costs associated with Initial Public Offering |
— | |||||||
|
|
|
|
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Total current assets |
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|
|
|
|
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Prepaid expenses – non-current portion |
— | |||||||
Cash and marketable securities held in Trust Account |
— | |||||||
|
|
|
|
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Total assets |
$ | $ | ||||||
|
|
|
|
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Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity (Deficit) |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Promissory Note – related party |
— | |||||||
|
|
|
|
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Total current liabilities |
||||||||
Warrant Liabilities |
||||||||
Deferred underwriters’ discount |
— | |||||||
|
|
|
|
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Total liabilities |
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|
|
|
|
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Commitments and Contingencies (Note 6) |
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Class A Ordinary Shares subject to possible redemption |
— | |||||||
Shareholders’ equity (deficit): |
||||||||
Preference shares, $ |
||||||||
Class A Ordinary Shares, $ |
||||||||
Class B Ordinary Shares, $ |
||||||||
Additional paid-in capital |
||||||||
Accu mulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total share holders’ equity (deficit) |
( |
) | ||||||
|
|
|
|
|||||
Total liabilities, redeemable ordinary shares and shareholders’ equity (deficit) |
$ | $ | ||||||
|
|
|
|
For the Year Ended December 31, 2021 |
For the Period from November 24, 2020 (Inception) through December 31, 2020 |
|||||||
Formation and operating costs |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Other Income (Expense) |
||||||||
Interest income earned on Trust Account |
||||||||
Change in fair value of Warrant liabilities |
||||||||
Offering costs allocated to Warrants |
( |
) | ||||||
|
|
|
|
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Total other income |
||||||||
|
|
|
|
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Net income (loss) |
$ | $ | ( |
) | ||||
|
|
|
|
|||||
Weighted average shares outstanding, Class A Ordinary Shares subject to possible redemption |
||||||||
|
|
|
|
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Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption |
$ | $ | ||||||
|
|
|
|
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Weighted average shares outstanding, Class B Ordinary Shares |
||||||||
|
|
|
|
|||||
Basic and diluted net income per share, Class B Ordinary Shares |
$ | $ | ||||||
|
|
|
|
Ordinary Shares |
Additional Paid-In Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
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Class A |
Class B |
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Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance as of November 24, 2020 (Inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Founder Shares |
— |
— |
— |
|||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
|
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|
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Balance as of December 31, 2020 |
( |
) |
||||||||||||||||||||||||||
Sponsor forfeiture of shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Remeasurement for Class A Ordinary Shares subject to redemption |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
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|
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Balance as of December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2021 |
For the Period from November 24, 2020 (Inception) through December 31, 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 Trust Account |
( |
) | ||||||
Change in fair value of Warrant liabilities |
( |
) | ||||||
Offering costs allocated to Warrants |
||||||||
Changes in current assets and current liabilities: |
||||||||
Prepaid assets |
( |
) | ||||||
Deferred offering costs |
( |
) | ||||||
Accounts payable |
( |
) | ||||||
|
|
|
|
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Net cash used in operating activities |
( |
) | ( |
) | ||||
|
|
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|
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Cash Flows from Investing Activities: |
||||||||
Investment of cash into Trust Account |
( |
) | ||||||
|
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|
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Net cash used in investing activities |
( |
) | ||||||
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Cash Flows from Financing Activities: |
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Proceeds from Initial Public Offering, net of underwriters’ discount |
||||||||
Proceeds from issuance of Private Placement Warrants |
||||||||
Proceeds from issuance of promissory note to related party |
||||||||
Repayment of promissory note to related party |
( |
) | ||||||
Payments of offering costs |
( |
) | ||||||
Proceeds from issuance of Founder Shares |
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|
|
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|
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Net cash provided by financing activities |
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Net Change in Cash |
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Cash—Beginning |
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Cash—Ending |
$ | $ | ||||||
|
|
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Supplemental Disclosure of Non-cash Financing Activities: |
||||||||
Remeasurement for Class A Ordinary Shares subject to redemption |
$ | $ | ||||||
|
|
|
|
|||||
Initial fair value of Warrant liabilities |
$ | $ | ||||||
|
|
|
|
|||||
Deferred underwriting commissions payable |
$ | $ | ||||||
|
|
|
|
Gross Proceeds of the IPO |
$ |
|||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Issuance costs related to Class A Or d inary Shares |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Contingently redeemable Class A Ordinary Shares |
$ |
|||
|
|
For the Year ended December 31, 2021 |
For the Period from November 24, 2020 (Inception) through December 31, 2020, |
|||||||
Redeemable Class A Ordinary Shares |
||||||||
Numerator: |
||||||||
Net income allocable to Class A Ordinary Shares subject to possible redemption |
$ | $ | ||||||
Denominator: |
||||||||
Weighted average Redeemable Class A Ordinary Shares, Basic and Diluted |
||||||||
|
|
|
|
|||||
Basic and diluted net income per share, redeemable Class A Ordinary Shares |
$ | $ | ||||||
|
|
|
|
|||||
Non-Redeemable Ordinary Shares |
||||||||
Numerator: |
||||||||
Net income (loss) allocable to non-redeemable Class B Ordinary Shares |
$ |
$ |
( |
) | ||||
Denominator: |
||||||||
Weighted average non-redeemable Class B Ordinary Shares |
||||||||
|
|
|
|
|||||
Basic and diluted net income ( loss) per share, non-redeemable Class B Ordinary Shares |
$ |
$ |
( |
) | ||||
|
|
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than “30-day redemption period”); and |
• | if, and only if, the reported sale price of the ordinary shares equals or exceeds $ days within a ending three business days before the Company sends to the notice of redemption to the warrantholders. |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of provided |
• |
if, and only if, the last reported sale price of the Class A Ordinary Shares equals or exceeds $ days within a ending three trading days before the Company sends the notice of redemption to the warrantholders. |
• | 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. |
December 31, 2021 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Description |
||||||||||||||||
Assets: |
||||||||||||||||
Cash and marketable securities held in Trust Account |
$ | $ | ||||||||||||||
Liabilities: |
||||||||||||||||
Warrant liabilities – Public Warrants |
||||||||||||||||
Warrant liabilities – Private Placement Warrants |
||||||||||||||||
$ | |
$ | |
$ | $ | |
||||||||||
At March 12, 2021 (Initial Measurement) Public Warrants |
At March 12, 2021 (Initial Measurement) Private Placement Warrants |
|||||||
Share price |
$ | $ | ||||||
Strike price |
$ | $ | ||||||
Term (in years) |
||||||||
Volatility |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % | ||||||
Redemption trigger price |
$ | N/A |
At December 31, 2021 Private Placement Warrants |
||||
Share price |
$ | |||
Strike price |
$ | |||
Term (in years) |
||||
Volatility |
% | |||
Risk-free rate |
% | |||
Dividend yield |
% | |||
Redemption trigger price |
N/A |
Fair value as of December 31, 2020 |
$ |
|||
Initial measurement on March 12, 2021 |
||||
Public Warrant reclassified to level 1 (1) |
( |
) | ||
Change in fair value |
( |
) | ||
Fair value as of December 31, 2021 |
$ |
(1) |
Assumes the Public Warrants were reclassified on March 31, 2021. |
Public |
Private Placement |
Warrant Liabilities |
||||||||||
Fair value as of November 24, 2020 |
$ |
— |
$ |
— |
$ |
— |
||||||
Fair value as of December 31, 2020 |
$ |
— |
$ |
— |
$ |
— |
||||||
Initial measurement on March 12, 2021 |
||||||||||||
Change in valuation inputs or other assumptions |
( |
) | ( |
) | ( |
) | ||||||
Fair value as of December 31, 2021 |
$ | $ | $ | |||||||||
Name |
Age |
Position | ||||
Joseph S. Sambuco |
60 | Chairman of the Board of Directors | ||||
Remy W. Trafelet |
51 | Chief Executive Officer and Director | ||||
Lee J. Solomon |
49 | Director | ||||
Emil W. Henry, Jr. |
60 | Director | ||||
Manny De Zárraga |
61 | 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 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 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. |
• | 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 election 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. |
• | 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. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Joseph S. Sambuco | Colonnade Properties LLC St. Giles Hotels, USA, Inc. Hazeltree Fund Services Palm Beach Civic Association | Real Estate Investment Hotel Investment Treasury Solutions News and Events Producer |
Chairman and CEO President and Board Director Board Director Board Director | |||
Remy W. Trafelet | Trafelet & Company LLC | Private Investment | President and Chief Executive Officer | |||
Hazeltree Fund Services | Treasury Solutions | Founder and Chairman | ||||
Boys’ Club of New York | Community Programs | Trustee, Board Director and Chairman of the Investment Committee | ||||
Children’s Scholarship Fund | Scholarship Funding | Board Director | ||||
Atlantic Salmon Federation | Wildlife Conservation | Board Director | ||||
Ouster, Inc. | Lidar Technology Company | Board Director | ||||
Lee J. Solomon | Apollo Global Management | Alternative Investment Management Firm | Partner | |||
The ADT Corporation | Security Company | Board Director | ||||
Coinstar LLC | Coin-Cashing Machine Company | Board Director | ||||
Cox Media Group | Media Conglomerate | Board Director | ||||
Gamut Holdings | Digital Media Services Company | Board Director | ||||
ecoATM Parent, LLC | E-Waste Recycling Company |
Board Director | ||||
Redbox Automated Retail LLC | Video Rental Company | Board Director | ||||
Emil W. Henry, Jr. | Tiger Infrastructure Partners | Asset Investment | Founder, CEO and a Managing Director | |||
American Natural | Fuel Distribution | Board Director | ||||
Sunlight Financial LLC | Residential Solar Finance | Board Director | ||||
SmartSky Networks, LLC | Wireless Telecommunication | Board Director | ||||
Zenobe Energy | Energy Storage | Board Director | ||||
Danskammer Energy LLC | Energy Provider | Board Director | ||||
Modern Aviation, Inc. | Air Transportation | Board Director | ||||
Strategic Venue Partners | Infrastructure Development | Board Director | ||||
Granite Comfort LP | Specialty Contractors | Board Director | ||||
Easterly Government Properties, Inc. | Real Estate Investment Trust | Board Director | ||||
StoneCastle Financial | Investment Company | Board Director | ||||
Danskammer Energy LLC | Energy Company | Board Director | ||||
Manny De Zárraga | JLL Capital Markets | Capital Markets | Managing Director and Member |
• | 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 purchased Founder Shares prior to the date of the Initial Public Offering and purchased Private Placement Warrants in a transaction that closed simultaneously with the closing of the Initial Public Offering. 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 completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the Founder Shares will be released from the lockup. 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 a beneficial owner of more than 5% of our outstanding ordinary shares, on an as-converted basis; |
• | each of our officers and directors; and |
• | all of our officers and directors as a group. |
Name and Address of Beneficial Owner (1) |
Number of Class A Ordinary Shares Beneficially Owned |
Number of Class B Ordinary Shares Beneficially Owned (2) |
Approximate Percentage of Total Voting Power |
|||||||||
Colonnade Sponsor II LLC (3) |
— | 8,250,000 | 20 | % | ||||||||
Joseph S. Sambuco (3) |
— | — | — | |||||||||
Remy W. Trafelet (3) |
— | — | — | |||||||||
Lee J. Solomon (3) |
— | — | — | |||||||||
Emil W. Henry, Jr. (3) |
— | — | — | |||||||||
Manny De Zárraga (3) |
— | — | — | |||||||||
All Directors and Executive Officers of the Company as a Group (Five Individuals) |
— | 8,250,000 | 20 | % | ||||||||
Citadel Advisors LLC (4) |
2,550,000 | — | 6.18 | % | ||||||||
Saba Capital Management, L.P. (5) |
1,889,698 | — | 5.73 | % |
(1) | Unless otherwise noted, the business address of each of the following is 1400 Centrepark Blvd, Ste 810, West Palm Beach, FL 33401. |
(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) | Colonnade Sponsor II LLC, our sponsor, is the record holder of such shares. Mr. Sambuco is the manager, and the members of our management team are among the members, of Colonnade Sponsor II LLC. Messrs. Sambuco and Trafelet are among the members who share voting and investment discretion with respect to the ordinary shares held of record by Colonnade Sponsor II LLC. Each of the foregoing individuals disclaims any beneficial ownership of the securities held by Colonnade Sponsor II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(4) | According to a Schedule 13G/A filed on February 14, 2022, on behalf of Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (“Mr. Griffin”) with respect to the shares of the Company owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”, and collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4, CSGP and Mr. Griffin, “Citadel”), and Citadel Securities. Such owned shares may include other instruments exercisable for or convertible into shares. Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. Accordingly, Citadel shares beneficial ownership of the Class A Ordinary Shares reported above. The business address for Citadel is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
(5) | Pursuant to a Schedule 13G/A filed on February 14, 2022, on behalf of Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”), and Mr. Boaz R. Weinstein (together, “Saba”). Accordingly, Saba shares beneficial ownership of the Class A Ordinary Shares reported above. The business address for Saba is 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
(1) | Financial Statements |
(2) | Financial Statement Schedule |
(3) | Exhibits |
Exhibit Number |
Description | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF XBRL | Inline Taxonomy Extension Definition Linkbase Document | |
101.LAB XBRL | Inline Taxonomy Extension Label Linkbase Document | |
101.PRE XBRL | Inline Taxonomy Extension Presentation Linkbase Document | |
104 | Cover page formatted as Inline XBRL and contained in Exhibit 101.* |
* | Filed herewith. |
** | This certification is furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is deemed not filed for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. |
(1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on March 12, 2021 and incorporated by reference herein. |
COLONNADE ACQUISITION CORP. II | ||||
By: | /s/ Remy W. Trafelet | |||
Name: | Remy W. Trafelet | |||
Title: | Chief Executive Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer) |
Name |
Title |
Date | ||
/s/ Joseph S. Sambuco Joseph S. Sambuco |
Chairman of the Board of Directors |
April 15, 2022 | ||
/s/ Remy W. Trafelet Remy W. Trafelet |
Chief Executive Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer) | April 15, 2022 | ||
/s/ Lee J. Solomon Lee J. Solomon |
Director |
April 15, 2022 | ||
/s/ Emil W. Henry, Jr. Emil W. Henry, Jr. |
Director |
April 15, 2022 | ||
/s/ Manny De Zárraga Manny De Zárraga |
Director |
April 15, 2022 |