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.) | |
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(Address of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-fifth of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Auditor PCAOB ID Number: |
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Auditor Name: |
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Auditor Location: |
Item 1 |
3 |
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Item 1.A. |
8 |
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Item 1.B. |
39 |
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Item 2 |
39 |
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Item 3 |
39 |
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Item 4 |
39 |
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Item 5 |
40 |
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Item 6 |
42 |
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Item 7 |
42 |
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Item 7.B. |
46 |
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Item 8 |
47 |
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Item 9 |
67 |
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Item 10 |
68 |
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Item 11 |
77 |
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Item 12 |
78 |
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Item 13 |
79 |
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Item 14 |
80 |
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Item 15 |
81 |
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Item 16 |
82 |
• | our being a company with no operating history and no operating revenues; |
• | 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 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; |
• | our financial performance; and |
• | the other risks and uncertainties discussed in “Item 1.A. — Risk Factors,” elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (the “SEC”). |
Item 1 |
Business. |
• | Fostering relationships with sellers, capital providers and target management teams; |
• | Accessing the capital markets, including financing businesses and helping companies transition to public ownership; |
• | Developing and growing companies, both organically and through strategic transactions and acquisitions, and expanding the product range and geographic footprint of a number of target businesses; |
• | Investing in leading private and public companies to accelerate their growth; and |
• | Operating, advising and managing companies, setting and changing strategies, and identifying, mentoring and recruiting exceptional talent. |
• | Large and growing market. We will focus on investments in industry segments that we believe demonstrate attractive long-term growth prospects and reasonable overall size or potential; |
• | Attractive, profitable business. We will seek to invest in companies that we believe possess not only attractive and sound business models but sustainable competitive advantages as well; |
• | Strong management teams. We will spend significant time assessing a company’s leadership and personnel and evaluating what we can do to augment or upgrade the team over time if needed; |
• | Appropriate valuations. We will seek to identify businesses that we believe exhibit unrecognized value or other characteristics that we believe provide significant upside potential with limited downside risk; |
• | ESG and Sustainability. Strong focus on environmental, social and governance and sustainability; |
• | Network utilization. We will focus on companies that can utilize and leverage the extensive networks and insights that we, members of our Board and Advisory Board and Riverside Management Group have built across a broad range of industries and sectors; |
• | Value creation opportunities. We will seek to identify businesses that we believe are stable but at an inflection point and would benefit from our additional management expertise, ability to drive operational improvements, capital structure optimization, including by assisting the company in accessing the capital markets and any other financing sources; |
• | Differentiated products or services. We will focus on businesses whose products or services are differentiated or where we see an opportunity to create value by implementing best practices; and |
• | Unrecognized value. We will seek to identify business that we believe exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, or that we believe have been misevaluated by the marketplace based on our analysis and due diligence review. |
Item 1.A. |
Risk Factors. |
• | 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 currently not subject to. |
• | 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 ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares; |
• | could cause a change of control if a substantial number of our ordinary shares 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; |
• | 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, 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 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 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 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. |
• | we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), |
• | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the completion of our initial Business Combination (net of redemptions), and |
• | the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.20 per share, |
• | costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency exchange rates, redemption or cross-border transfer; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future Business Combinations may be effected; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles; |
• | tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls, including devaluations and other exchange rate movements; |
• | rates of inflation, price instability and interest rate fluctuations; |
• | liquidity of domestic capital and lending markets; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | energy shortages; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, wars and other forms of social instability; |
• | deterioration of political relations with the United States; |
• | obligatory military service by personnel; and |
• | government appropriation of assets. |
• | 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. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; |
• | 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. |
Item 1.B. |
Unresolved Staff Comments. |
Item 2 |
Properties. |
Item 3 |
Legal Proceedings. |
Item 4 |
Mine Safety Disclosures. |
Item 5 |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
(a) |
Market Information |
(b) |
Holders |
(c) |
Dividends |
(d) |
Securities Authorized for Issuance Under Equity Compensation Plans |
(e) |
Performance Graph |
(f) |
Recent Sales of Unregistered Securities; Use of Proceeds From Registered Offerings |
Item 6 |
Selected Financial Data. |
Item 7 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7.A. |
Quantitative and Qualitative Disclosures about Market Risk |
Item 7.B. |
Quantitative and Qualitative Disclosure About Market Risk. |
Item 8 |
Financial Statements and Supplementary Data |
Page No. |
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49 | ||||
Financial Statements: |
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50 | ||||
51 | ||||
52 | ||||
53 | ||||
54 |
December 31, |
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2021 |
2020 |
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Assets: |
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Current assets: |
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Cash |
$ | $ | — | |||||
Prepaid expenses |
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Total current assets |
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Deferred offering costs |
— | |||||||
Other assets |
— |
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Investments held in Trust Account |
— | |||||||
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Total Assets |
$ |
$ |
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Liabilities , Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity: |
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Current liabilities: |
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Accounts payable |
$ | $ | — | |||||
Accrued expenses |
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Total current liabilities |
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Deferred legal fees |
— | |||||||
Deferred underwriting commissions |
— | |||||||
Derivative warrant liabilities |
— | |||||||
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Total liabilities |
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Commitments and Contingencies |
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Class A ordinary shares; |
— | |||||||
Shareholders’ (Deficit) Equity: |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
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Total shareholders’ (deficit) equity |
( |
) | ||||||
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Total Liabilities , Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity |
$ |
$ |
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For the period |
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from December |
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23, 2020 |
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(inception) |
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For the year |
through |
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ended December |
December 31, |
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31, 2021 |
2020 |
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General and administrative expenses |
$ | $ | ||||||
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Loss from operations |
( |
) | ( |
) | ||||
Other income (expense) |
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Change in fair value of derivative warrant liabilities |
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Financing costs - warrant liabilities |
( |
) | — | |||||
Interest income |
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Unrealized gain on investments held in Trust Account |
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Total other income (expense) |
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Net income (loss) |
$ | $ | ( |
) | ||||
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Weighted average Class A ordinary shares, basic and diluted |
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Basic and diluted net income (loss) per ordinary share, Class A |
$ | $ | ||||||
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Weighted average Class B ordinary shares, basic and diluted |
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Basic and diluted net income (loss) per ordinary share, Class B |
$ | $ | ||||||
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Ordinary Shares |
Additional |
Total |
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Class A |
Class B |
Paid-in |
Accumulated |
Shareholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
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Balance - December 23, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Excess purchase price above fair value of private placement warrants |
— | — | — | — | — | |||||||||||||||||||||||
Accretion on Class A ordinary shares subject to possible redemption |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net inc o me |
— | — | — | — | — | |||||||||||||||||||||||
Balance - December 31, 2021 |
$ |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
For the period |
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from December |
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23, 2020 |
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For the year ended |
(inception) |
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December 31, |
through December |
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2021 |
31, 2020 |
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Cash Flows from Operating Activities: |
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Net income (loss) |
$ | $ | ( |
) | ||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||
Financing costs - warrant liabilities |
||||||||
Unrealized gain on investments held in Trust Account |
( |
) | ||||||
Changes in operating assets and liabilities: |
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Prepaid expenses and other assets |
( |
) | ||||||
Accounts payable |
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Accrued expenses |
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Net cash used in operating activities |
( |
) | ||||||
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Cash Flows from Investing Activities: |
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Cash deposited in Trust Account |
( |
) | ||||||
Cash wi t hdrawn from Trust Account |
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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 note payable to related party |
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Repayment of note payable to related party |
( |
) | ||||||
Proceeds received from initial public offering, gross |
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Proceeds received from private placement |
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Offering costs paid |
( |
) | ||||||
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Net cash provided by financing activities |
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Net increase in cash |
||||||||
Cash - beginning of the period |
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Cash - end of the period |
$ |
$ |
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Supplemental disclosure of noncash investing and financing activities: |
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Offering costs included in accrued expenses |
$ | $ | ||||||
Offering costs paid by related party under promissory note |
$ | $ | ||||||
Deferred legal fees |
$ | $ | ||||||
Deferred underwriting commissions |
$ | $ | ||||||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | $ | ||||||
Remeasurement of Class A ordinary shares to redemption amount |
$ |
$ |
• | Level 1, defined as observable inputs such as quoted prices 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. |
For the Year Ended December 31, 2021 |
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Class A |
Class B |
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Basic and diluted net income per ordinary share: |
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Numerator: |
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Allocation of net income |
$ | $ | ||||||
Denominator: |
||||||||
Basic and diluted weighted average ordinary shares outstanding |
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|
|
|
|
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Basic and diluted net income per ordinary share |
$ | $ | ||||||
|
|
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Gross Proceeds |
$ | |||
Less: |
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Offering costs allocated to Class A ordinary shares subject to possible redemption |
( |
) | ||
Proceeds allocated to Public Warrants at issuance |
( |
) | ||
Plus: |
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Accretion on Class A ordinary shares subject to possible redemption amount |
||||
Class A ordinary shares subject to possible redemption |
$ |
|||
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ |
• | in whole and not in part; |
• | at $ provided |
• | if, and only if, the closing price of Class A ordinary shares equals or exceeds $ |
• | if the closing price of the Class A ordinary shares for any a day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ |
Description |
Level 1 |
Level 2 |
Level 3 |
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Assets: |
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Investments held in Trust Account - U.S. Treasury Securities |
$ | $ | — | $ | — | |||||||
Liabilities: |
||||||||||||
Derivative liabilities – Public Warrants |
$ | $ | — | $ | — | |||||||
Derivative liabilities – Private Warrants |
$ | — | $ | — | $ |
Private Warrants |
As of February 9, 2021 |
As of December 31, 2021 |
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Stock price |
$ |
$ | ||||||
Volatility |
% |
|
% | |||||
Expected life of the options to convert |
|
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Risk-free rate |
% |
|
% | |||||
Dividend yield |
|
Derivative warrant liabilities at December 23, 2020 (inception) |
$ | — | ||
Balance as of December 31, 2020 |
||||
Issuance of Public and Private Warrants |
||||
Transfer of Public Warrants to Level 1 |
( |
) | ||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Balance as of December 31, 2021 |
$ | |||
Item 9 |
Other Information |
Item 9.A. |
Controls and Procedures. |
Item 10 |
Directors, Executive Officer and Corporate Governance. |
Name |
Age |
Title | ||
D. James Carpenter |
54 | Chairman and Director | ||
Robert S. Mancini |
64 | Chief Executive Officer and Director | ||
Philip Kassin |
64 | President, Chief Operating Officer and Director | ||
Wesley Sima |
3 4 |
Chief Financial Officer | ||
Craig Broderick |
62 | Director | ||
W. Grant Gregory |
81 | Director | ||
W. Thaddeus Miller |
7 1 |
Director | ||
Catherine D. Rice |
62 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; |
• | the appointment, compensation, retention, replacement and oversight of the work of the independent auditors 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 auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent auditors; |
• | 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 auditors describing (1) the independent auditor’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 auditor, including reviewing our specific disclosures under “Item 7 — 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 auditors, 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 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 candidates for nomination for appointment at the annual general meeting or to fill vacancies on the Board; |
• | developing and recommending to the Board and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the Board, 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. |
• | 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; |
• | duty to exercise authority for the purpose for which it is conferred; |
• | duty to not improperly fetter the exercise of future discretion; |
• | 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 |
• | duty to exercise independent judgment. |
• | None of our directors or officers is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our initial shareholders, officers and directors have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of our initial Business Combination. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial Business Combination within 24 months after the closing of the Initial Public Offering. However, if our initial shareholders (or any of our directors, officers or affiliates) acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial Business Combination within the prescribed time frame. If we do not complete our initial Business Combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial shareholders until the earlier of: (1) one year after the completion of our initial Business Combination; and (2) subsequent to our initial Business Combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, 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 or (y) the date on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement warrants and the Class A ordinary shares underlying such warrants, will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial Business Combination. Since our sponsor and officers and directors may directly or indirectly own ordinary shares and warrants following the Initial Public Offering, our officers and directors 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 negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular 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. |
• | The conflicts described above may not be resolved in our favor. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
D. James Carpenter | Riverside Management Group, LLC | Merchant Bank | Founder and Chief Executive Officer | |||
Robert S. Mancini | ReNew Energy Global PLC | Renewable Energy Company | Director | |||
Romeo Power, Inc. | Battery Manufacturing | Director | ||||
Philip Kassin | Romeo Power, Inc. | Battery Manufacturing | Director | |||
Craig Broderick | Goldman, Sachs & Co. | Investment Bank | Senior Director | |||
Credit Benchmark Limited | Financial Services | Senior Advisor | ||||
Bank of Montreal | Private Equity Firm | Director | ||||
McDermott International | Bank Construction | Director | ||||
W. Grant Gregory | Oakland Financial Services | Financial Advisor | Chairman | |||
Arbor Bank | Bank | Chairman | ||||
Gregory & Hoenemeyer, Inc. | Financial Advisor | Chairman | ||||
W. Thaddeus Miller | Calpine Corporation | Energy Services | Executive Vice Chairman and Board Member | |||
Catherine D. Rice | BrightSpire Capital | Real Estate | Director | |||
Store Capital Corporation | Real Estate | Director |
Item 11 |
Executive Compensation |
Item 12 |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of ordinary shares; |
• | each of our executive officers and directors; and |
• | all our executive officers and directors as a group. |
Class A ordinary shares |
Class B ordinary shares(2) |
|||||||||||||||
Beneficially Owned |
Approximate Percentage of Class Issued and Outstanding Ordinary Shares |
Beneficially Owned |
Approximate Percentage of Class Issued and Outstanding Ordinary Shares |
|||||||||||||
Name and Address of Beneficial Owner(1) |
||||||||||||||||
RMG Sponsor III, LLC (our sponsor)(3) |
— | — | 12,075,000 | 20.0 | % | |||||||||||
D. James Carpenter(3) |
— | — | 12,075,000 | 20.0 | % | |||||||||||
Robert S. Mancini(3) |
— | — | 12,075,000 | 20.0 | % | |||||||||||
Philip Kassin(3) |
— | — | 12,075,000 | 20.0 | % | |||||||||||
Wesley Sima(4) |
— | — | — | — | ||||||||||||
W. Grant Gregory(4) |
— | — | — | — | ||||||||||||
Craig Broderick(4) |
— | — | — | — | ||||||||||||
W. Thaddeus Miller(4) |
— | — | — | — | ||||||||||||
Catherine Rice(4) |
— | — | — | — | ||||||||||||
Aristeia Capital, L.L.C. (5) |
3,400,773 | 7.0 | % | |||||||||||||
All directors, officers and director nominees as a group (8 individuals) |
— | — | 12,075,000 | 20.0 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o RMG Acquisition Corp. III, 57 Ocean, Suite 403, 5775 Collins Avenue, Miami Beach, Florida 33140. |
(2) | Class B ordinary shares will convert into Class A ordinary shares on a one-for-one No. 333-251889). |
(3) | RMG Sponsor III, LLC is the record holder of the shares reported herein. Each of our officers, directors and certain members of our Advisory Board is or will be, directly or indirectly, a member of RMG Sponsor III, LLC. MKC Investments LLC is the sole managing member of RMG Sponsor III, LLC, and Messrs. Carpenter, Mancini and Kassin are the managing members of MKC Investments LLC. As such, they may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by RMG Sponsor III, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
(4) | Does not include any shares indirectly owned by this individual as a result of a profit interest in our sponsor. Each of these individuals disclaims beneficial ownership of any shares except to the extent of their pecuniary interest therein. |
(5) | The information in the table above is based solely on information contained in this shareholder’s Schedule 13G under the Exchange Act filed by such stockholder with the SEC. Aristeia Capital, L.L.C. is the investment manager of, and has voting and investment control with respect to the securities described above held by, one or more private investment funds. The address of Aristeia Capital is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
Item 13 |
Certain Relationships and Related Transactions, and Director Independence. |
Item 14 |
Principal Accounting Fees and Services. |
Item 15 |
Exhibits, Financial Statement Schedules. |
(a) |
The following documents are filed as part of this Annual Report on Form 10-K: Financial Statements: See “Item 8 — Financial Statements and Supplementary Data” herein. |
(b) |
Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. |
No. |
Description of Exhibit | |
101.CAL*** | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF*** | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB*** | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE*** | XBRL Taxonomy Extension Presentation Linkbase Document. |
* | Filed herewith. |
** | Furnished herewith. |
*** | To be filed by amendment. |
(1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on February 9, 2021 and incorporated by reference herein. |
Item 16 |
Form 10-K Summary. |
RMG ACQUISITION CORP. III | ||||||
Date: March 31, 2022 | /s/ Robert S. Mancini | |||||
Name: Robert S. Mancini | ||||||
Chief Executive Officer |
Signatory |
Position |
Date | ||
/s/ D. James Carpenter D. James Carpenter |
Chairman of the Board and Director |
March 31, 2022 | ||
/s/ Robert S. Mancini Robert S. Mancini |
Chief Executive Officer (Principal Executive Officer) and Director |
March 31, 2022 | ||
/s/ Philip Kassin Philip Kassin |
President, Chief Operating Officer and Director |
March 31, 2022 | ||
/s/ Wesley Sima Wesley Sima |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 31, 2022 | ||
/s/ Craig Broderick Craig Broderick |
Director |
March 31, 2022 | ||
/s/ W. Grant Gregory W. Grant Gregory |
Director |
March 31, 2022 | ||
/s/ W. Thaddeus Miller W. Thaddeus Miller |
Director |
March 31, 2022 | ||
/s/ Catherine D. Rice Catherine D. Rice |
Director |
March 31, 2022 |