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.) | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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PART I |
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Item 1. |
3 | |||||
Item 1A. |
20 | |||||
Item 1B. |
53 | |||||
Item 2. |
53 | |||||
Item 3. |
53 | |||||
Item 4. |
53 | |||||
PART II |
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Item 5. |
54 | |||||
Item 6. |
55 | |||||
Item 7. |
55 | |||||
Item 7A. |
59 | |||||
Item 8. |
59 | |||||
Item 9. |
59 | |||||
Item 9A. |
59 | |||||
Item 9B. |
60 | |||||
Item 9C. |
60 | |||||
PART III |
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Item 10. |
61 | |||||
Item 11. |
64 | |||||
Item 12. |
65 | |||||
Item 13. |
66 | |||||
Item 14. |
71 | |||||
PART IV |
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Item 15. |
73 | |||||
Item 16. |
• | 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 the Business Combination (as defined below) 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 “Risk Factors”. |
• | will play a key role in the development of the future of mobility in EMEA; |
• | exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace; |
• | can benefit from our founders’ knowledge of the target sectors, proven collection of operational strategies and tools, and past experiences in profitably and rapidly scaling businesses; |
• | offer opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence; |
• | are valued attractively relative to their existing cash flows and potential for operational improvement; |
• | offer an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks; |
• | are at an inflection point where we believe we can drive improved financial performance; and |
• | are fundamentally sound but are underperforming their potential. |
• | 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 the Business Combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering); |
• | Any of our directors, officers or substantial security holder (as defined by Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
• | 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 the Business Combination which contain substantially the same financial and other information about the Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Past performance by our management team and our Sponsor’s advisors and their respective affiliates may not be indicative of future performance of an investment in the company. |
• | Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete the Business Combination even though a majority of our public shareholders do not support such a combination. |
• | If we seek shareholder approval of the Business Combination, our initial shareholders, directors and officers have agreed to vote in favor of such Business Combination, regardless of how our public shareholders vote. |
• | Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination. |
• | If we seek shareholder approval of the Business Combination, our Sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our securities. |
• | You will not be entitled to certain protections afforded to investors of some other blank check companies. |
• | You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or warrants, potentially at a loss. |
• | If the net proceeds of our IPO and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete the Business Combination and we may depend on loans from our Sponsor or management team to fund our search, to pay our taxes and to complete the Business Combination. |
• | 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 COVID-19 outbreak and other events and the status of debt and equity markets. |
• | If we have not completed the Business Combination by March 23, 2023, our public shareholders may be forced to wait beyond March 23, 2023 before redemption from our Trust Account. |
• | The grant of registration rights to our initial shareholders and their permitted transferees may make it more difficult to complete the Business Combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares. |
• | 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 and may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | We generally are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness. Consequently, you may have no assurance from an independent source that the price we are paying for a business is fair to our company from a financial point of view. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | We may not be able to complete the Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. |
• | We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, directors or officers which may raise potential conflicts of interest. |
• | Since our initial shareholders will lose their entire investment in us if the Business Combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for the Business Combination. |
• | Our directors and officers will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete the Business Combination. |
• | Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. |
• | The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. |
• | 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 our existing investors, 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 preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | the determination 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 the Business Combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A 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. |
• | 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; |
• | 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 and wars; and |
• | deterioration of political relations with the United States. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. |
[Reserved] |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
Item 8. |
Financial Statements and Supplementary Data. |
Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
Item 9A. |
Controls and Procedures. |
Item 9B. |
Other Information. |
Item 9C. |
Disclosures Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Name |
Age |
Title | ||||
Martín Varsavsky |
61 | Chairman, Chief Executive Officer and Director | ||||
Yasmine Fage |
37 | Chief Operating Officer and Director | ||||
Stefan Krause |
60 | Chief Financial Officer and Chief Investment Officer | ||||
Bodo Uebber |
62 | Director | ||||
Wilko Stark |
49 | Director | ||||
Alex Clavel |
48 | Director | ||||
Matthieu Pigasse |
53 | 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 ordinary shares; |
• | each of our executive officers and directors that beneficially own ordinary shares; and |
• | all our executive officers and directors as a group. |
Class A ordinary shares (2) |
Class B ordinary shares (3) |
|||||||||||||||||||
Name and Address of Beneficial Owner(1) |
Number of Shares Beneficially Owned |
Percentage of Shares Beneficially Owned |
Number of Shares Beneficially Owned |
Percentage of Shares Beneficially Owned |
Percentage of Total Outstanding Ordinary Shares |
|||||||||||||||
Goggo Network GmbH (our Sponsor)(4)(5) |
— | — | 6,008,204 | 88.59 | % | 17.72 | % | |||||||||||||
Jazzya Investments SL(5)(6) |
— | — | 2,859,480 | 42.16 | % | 8.43 | % | |||||||||||||
Glazer Capital, LLC(7) |
1,591,919 | 5.87 | % | — | — | 4.69 | % | |||||||||||||
Magnetar Financial LLC(8) |
1,591,900 | 8.87 | % | — | — | 4.69 | % | |||||||||||||
Fort Baker Capital Management LP(9) |
1,472,075 | 5.43 | % | — | — | 4.34 | % | |||||||||||||
Yasmine Fage(5) |
— | — | 661,892 | 9.76 | % | 1.95 | % | |||||||||||||
Stefan Krause |
— | — | 178,571 | 2.63 | % | * | ||||||||||||||
Wilko Stark |
— | — | — | — | — | |||||||||||||||
Matthieu Pigasse |
— | — | 40,179 | * | * | * | ||||||||||||||
Bodo Uebber |
— | — | 40,179 | * | * | * | ||||||||||||||
All officers, directors and director nominees as a group (6 individuals) |
— | — | 3,865,122 | 56.99 | % |
* | Less than 1%. |
(1) | Unless otherwise noted, the business address of each of our shareholders is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands. |
(2) | Based on 27,128,532 Class A ordinary shares outstanding. |
(3) | Based on 6,782,133 Class B ordinary shares outstanding. Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares, at the election of the holders thereof, will convert into our Class A ordinary shares at the time of or after of the Business Combination (and reflects the various transfers discussed above). |
(4) | Based solely on a Form 4 filed on September 20, 2021, which reported ownership as of September 16, 2021, by Goggo Network GmBH, our Sponsor. Goggo Network GmbH directly holds 6,008,204 Class B ordinary shares. Goggo Network GmbH’s shareholders are Axel Springer Digital Ventures GmbH, Jazzya Investment SL, SoftBank Group Capital Limited and Yasmine Fage. Martín Varsavsky is the controlling shareholder of Jazzya Investment SL. |
(5) | Includes shares beneficially owned by the individual but held by our Sponsor. |
(6) | Martín Varsavsky is an indirect beneficial owner through his controlling interest in Jazzya Investments SL. |
(7) | Based solely on a Schedule 13G filed on February 14, 2022, which reported ownership as of December 31, 2021, by Glazer Capital, LLC and Paul J. Glazer (“Mr. Glazer”). Glazer Capital, LLC and Mr. Glazer share voting and dispositive power over the reported shares. The principal business address of each reporting person is 250 West 55th Street, Suite 30A, New York, New York 10019. |
(8) | Based solely on a Schedule 13G filed on January 1, 2022, which reported ownership as of December 31, 2021, by Magnetar Financial LLC (“Magnetar Financial”), Magnetar Capital Partners LP (Magnetar Capital Partners”), Supernova Management LLC (“Supernova Management”), and Alec N. Litowitz (“Mr. Litowitz”). Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz share voting and dispositive power over the reported shares. The principal business address of each reporting person is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. |
(9) | Based solely on a Schedule 13G filed on February 14, 2022 which reported ownership as of December 31, 2021, by Fort Baker Capital Management LP, Steven Patrick Pigott (“Mr. Pigott”) and Fort Baker Capital, LLC. Fort Baker Capital Management LP, Mr. Pigott and Fort Baker Capital, LLC share voting and dispositive power over the reported shares. The principal business address of each reporting person is 700 Larkspur Landing Circle, Suite 275 Larkspur, CA 94938. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
• | Bodo Uebber will receive annual cash compensation for service as a member of our board of directors of €50,000 for the first year and €25,000 for the second year; |
• | repayment of an aggregate of up to $300,000 in loans previously made to us by our Sponsor to cover IPO- related and organizational expenses; |
• | payment to an affiliate of our Sponsor of a total of $10,000 per month for office space, administrative and support services; |
• | reimbursement for any out-of-pocket |
• | repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our directors and officers to fund working capital or finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Martín Varsavsky | Goggo Network GmbH (1) | Automotive | Co-Founder and CEO | |||
Jazzya Investments SL(1) | Holding investment company | Sole Administrator | ||||
Varsavsky Axel Springer Ventures(1) | Holding investment company | Partner |
Martín Varsavsky Bankinter Fund(1) | Holding investment company | Partner | ||||
Overture Life Inc | Healthcare | CEO | ||||
Prelude Fertility, Inc. | Biotechnology | Chairman and Founder | ||||
Gameto Inc | Biotechnology | Chairman and Founder | ||||
Barter SL | Renewable Energy | Director | ||||
Blaudrive SL | Automotive | Director | ||||
Yasmine Fage | Goggo Network GmbH(1) | Automotive | Co-Founder and COO | |||
Varsavsky Axel Springer Ventures(1) | Holding investment company | Venture Partner | ||||
Stefan Krause | Intercaribbean Balear SL | Real estate | Owner and Sole Director | |||
Belongers, SL | Real estate | Owner and Sole Director | ||||
Bodo Uebber | Evercore GmbH | Financial services | Chairman of the Supervisory Board | |||
Ingo Hueck | Foresight Capital GmbH (i.G.) | Financial services | Executive Partner | |||
Matthieu Pigasse | Centerview Partners LLC | Financial services | Partner | |||
Les Nouvelles Editions Indépendantes SAS | Media | Owner and Chairman | ||||
Le Monde Group | Media | Co-Owner | ||||
Mediawan | Blank check company; Media | Director and Shareholder | ||||
2MX Organic | Blank check company | Director and Shareholder | ||||
Alex Clavel | SoftBank Group International | Holding investment company | Managing Partner |
(1) | Includes certain of its funds, other affiliates and portfolio companies. |
• | Our executive 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 executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of the Business Combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by March 23, 2023 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete the Business Combination within the prescribed time frame, the Private Placement Warrants will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of the Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, 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, or (y) the date on which we complete a liquidation, merger, share exchange 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. Except as described herein, the Private Placement Warrants will not be transferable until 30 days following the completion of the Business Combination. In case of our executive 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 is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our Sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
Item 14. |
Principal Accounting Fees and Services. |
Item 15. |
Exhibits, Financial Statement Schedules. |
ITEM 8. FINANCIAL INFORMATION |
Page |
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F-2 |
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Financial Statements |
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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 |
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Assets: |
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Cash |
$ | |||
Prepaid Expenses |
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Due from related party , net |
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Total current assets |
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Other assets |
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Marketable securities held in Trust Account |
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Total Assets |
$ | |||
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Liabilities and Shareholders’ Equity |
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Accrued offering costs and expenses |
$ | |||
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Total current liabilities |
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Deferred underwriting fee |
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Warrant liability |
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Total liabilities |
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Commitments and Contingencies |
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Class A Ordinary shares subject to possible redemption, |
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Shareholders’ Deficit: |
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Preferred 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 |
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Accumulated deficit |
( |
) | ||
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Total shareholders’ deficit |
( |
) | ||
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Total Liabilities and Shareholders’ Deficit |
$ | |||
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|
(1) | On January 19, 2021 an aggregate of forfeited the remainder of the option on May 2, 2021. As a result none of the Class B ordinary shares are subject to forfeiture any longer. |
For the Period from January 15, 2021 (Inception) to December 31, 2021 |
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Formation and operating costs |
$ | |||
|
|
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Loss from operations |
( |
) | ||
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|
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Other income (expense): |
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Interest earned on marketable securities held in Trust Account |
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Offering costs allocated to warrants |
( |
) | ||
Change in fair value of warrant liability |
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Total other income |
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Net income |
$ | |||
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Weighted average shares outstanding, Class A ordinary shares |
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Basic and diluted net income per ordinary share, Class A ordinary shares |
$ | |||
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Weighted average shares outstanding, Class B ordinary shares |
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Basic and diluted net income per share, Class B ordinary shares |
$ | |||
|
|
Class A |
Class B |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Equity (Deficit) |
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Ordinary shares |
Ordinary shares |
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Shares |
Amount |
Shares |
Amount |
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Balance as of January 15, 2021 (inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Class B ordinary shares issued to Sponsor (1) |
— | — | — | |||||||||||||||||||||||||
Excess Private Placement proceeds received over initial fair value of Private Placement Warrants |
— | — | — | — | — | |||||||||||||||||||||||
Forfeiture of Class B ordinary shares by initial shareholders |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Reissuance of forfeited Class B ordinary shares |
— | — | — | ( |
) | |||||||||||||||||||||||
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Balance as of December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
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|
|
(1) | On January 19, 2021 an aggregate of forfeited the remainder of the option on May 2, 2021. As a result none of the Class B ordinary shares are subject to forfeiture any longer. |
Cash flows from operating activities: |
||||
Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Interest earned on marketable securities held in trust account |
( |
) | ||
Offering costs allocated to warrants |
||||
Change in fair value of warrant liability |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Other assets |
( |
) | ||
Accrued expenses |
||||
Due from related party |
( |
) | ||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Investment of cash in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of Class B ordinary shares to Sponsor |
||||
Proceeds from sale of Units, net of underwriting discount |
||||
Proceeds from sale of Private Placement Warrants |
||||
Proceeds from promissory note related party |
||||
Payments of promissory note related party |
( |
) | ||
Payment of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net change in cash |
||||
Cash, beginning of period |
||||
|
|
|||
Cash, end of the period |
$ | |||
|
|
|||
Supplemental disclosure of cash flow information: |
||||
Initial classification of ordinary shares subject to possible redemption |
$ | |||
|
|
|||
Change in ordinary shares subject to possible redemption |
$ | |||
|
|
|||
Deferred underwriting commissions payable charged to additional paid in capital |
$ | |||
|
|
Gross proceeds from public issuance |
$ | |
||
Less: |
||||
Proceeds allocated to public warrants |
( |
) | ||
Class A ordinary shares issuance cost |
( |
) | ||
Add: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|
|
|
Class A ordinary shares subject to redemption |
$ | |||
|
|
|
|
|
For the Period from January 15, 2021 (Inception) to December 31, 2021 |
||||
Net Income per share for Class A ordinary share: |
||||
Net income |
$ | |||
Less: Allocation of income to Class B ordinary shares |
||||
|
|
|||
Adjusted net income |
$ | |||
|
|
|||
Weighted average shares outstanding of Class A ordinary shares |
||||
|
|
|||
Basic and diluted net income per share, Class A ordinary shares |
$ | |||
|
|
|||
Net Income per share for Class B ordinary shares: |
||||
Net income |
$ | |||
Less: Allocation of income to Class A ordinary shares |
||||
|
|
|||
Adjusted net income |
$ | |||
|
|
|||
Basic and diluted weighted average shares outstanding of Class B ordinary shares |
||||
|
|
|||
Basic net income per share, Class B ordinary shares |
$ | |||
|
|
• |
in whole and not in part; |
• |
at a price of $ |
• |
upon a minimum of |
• |
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $ |
• | if the closing price of the Class A ordinary shares for any |
Level 1 |
— | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | ||||
Level 2 |
— | Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. | ||||
Level 3 |
— | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
December 31, 2021 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
Marketable securities held in Trust |
$ | $ | $ | — | $ | — | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | $ | $ | — | $ | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Public Warrants Liability |
$ | $ | $ | — | $ | — | ||||||||||
Private Placement Warrants Liability |
— | — | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | $ | $ | — | $ | ||||||||||||
|
|
|
|
|
|
|
|
Fair Value at January 15, 2021 (inception) |
$ | |||
Initial fair value of public and private warrants |
||||
Initial fair value of public and private warrants issued with over-allotment |
||||
Change in fair value of public and private warrants |
( |
) | ||
Transfer of public warrants to Level 1 |
( |
) | ||
|
|
|||
Fair Value at December 31, 2021 |
$ | |||
|
|
Inputs |
(Initial Measurement) March 23, 2021 |
|
(over-allotment) March 31, 2021 |
|
|
December 31, 2021 |
||||||
Risk-free interest rate |
% | |
|
% |
|
% | ||||||
Expected term remaining (years) |
|
|
|
|
||||||||
Expected volatility |
% | |
|
% |
|
% | ||||||
Share price |
$ | |
|
|
|
$ |
(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. |
Exhibit Number |
Description | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Filed herewith. |
1 | Previously filed as an exhibit on our Current Report on Form 8-K on March 23, 2021 and incorporated by reference herein. |
2 | Previously filed as an exhibit to our Registration Statement on Form S-1 filed on March 6, 2021 and incorporated by reference herein. |
+ | Indicates management contract or compensatory plan. |
Levere Holdings Corp. | ||||||
Date: April 20, 2022 | By: | /s/ Stefan Krause | ||||
Stefan Krause | ||||||
Chief Financial Officer |
Name |
Title |
Date | ||
/s/ Martin Varsavsky Martin Varsavsky |
Chief Executive Officer, Chairman and Director (Principal Executive Officer) |
April 20, 2022 | ||
/s/ Yasmine Fage Yasmine Fage |
Chief Operating Officer and Director | April 20, 2022 | ||
/s/ Stefan Krause Stefan Krause |
Chief Financial Officer and Chief Investment Officer (Principal Financial and Accounting Officer) |
April 20, 2022 | ||
/s/ Bodo Uebber Bodo Uebber |
Director | April 20, 2022 | ||
/s/ Wilko Stark Wilko Stark |
Director | April 20, 2022 | ||
/s/ Alex Clavel Alex Clavel |
Director | April 20, 2022 | ||
/s/ Matthieu Pigasse Matthieu Pigasse |
Director | April 20, 2022 |