|
|
|
(State or other jurisdiction of incorporation or organization )
|
(Commission File Number) |
(I.R.S. Employer Identification Number)
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
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|
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||
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||
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Large accelerated filer
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☐ |
Accelerated filer
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☐ |
|
☒ |
Smaller reporting company
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|
Emerging growth company
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Page
|
||
PART I. FINANCIAL INFORMATION
|
||
Item 1.
|
1
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
16
|
|
Item 3.
|
21
|
|
Item 4.
|
21
|
|
PART II. OTHER INFORMATION
|
||
Item 1.
|
21
|
|
Item 1A.
|
21
|
|
Item 2.
|
21
|
|
Item 3.
|
22
|
|
Item 4.
|
22
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|
Item 5.
|
22
|
|
Item 6.
|
22
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|
Signatures |
23 |
Assets: | ||||
Current assets: | ||||
Cash
|
$ | |||
Total current assets
|
||||
Deferred offering costs
|
||||
Total Assets
|
$ | |||
Liabilities and Shareholders’ Deficit:
|
||||
Current liabilities:
|
||||
Accounts payable
|
$ | |||
Note payable - related party
|
||||
Total Liabilities
|
||||
Commitments and Contingencies
|
||||
Shareholders’ Deficit:
|
||||
Preference shares, $
|
||||
Class A ordinary shares, $
|
||||
Class B ordinary shares, $
|
||||
Class F ordinary shares, $
|
||||
Additional paid-in capital
|
||||
Accumulated deficit
|
( |
) | ||
Total shareholders’ deficit
|
( |
) | ||
Total Liabilities and Shareholders’ Deficit
|
$
|
|
(1)
|
|
For the Three
Months Ended
June 30, 2021
|
January 1, 2021 (Commencement of Operations)
Through June 30,
2021
|
|||||||
General and administrative expenses
|
$
|
|
$
|
|
||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Weighted average ordinary shares outstanding, basic and diluted (1)
|
|
|
||||||
Basic and diluted net loss per ordinary share
|
$
|
(
|
)
|
$
|
(
|
)
|
(1)
|
|
|
Ordinary shares
|
Total
|
||||||||||||||||||||||||||||||||||
|
Class A
|
Class B
|
Class F
|
Additional Paid-In
|
Accumulated
|
Shareholders’
|
||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||||||||||||||
Balance - January 1, 2021 (Commencement of Operations)
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor
|
-
|
-
|
|
|
-
|
-
|
|
|
|
|||||||||||||||||||||||||||
Issuance of Class F ordinary shares to Sponsor (1)
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||
Net loss
|
-
|
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||
Balance - March 31, 2021 (unaudited)
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||
Net loss
|
-
|
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||
Balance - June 30, 2021 (unaudited)
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
(1)
|
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$ | ( |
) | |
Adjustments to reconcile net loss to net cash from operating activities
|
-
|
|||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares
|
|
|||
General and administrative expenses paid by related party in exchange for issuance of Class F ordinary shares
|
|
|||
General and administrative expenses paid by related party under promissory note
|
|
|||
Changes in operating assets and liabilities:
|
||||
Accounts Payable
|
||||
Net cash used in operating activities
|
||||
Cash Flows from Financing Activities:
|
||||
Loan proceeds received from related party
|
|
|||
Net cash provided by financing activities
|
||||
Net change in cash
|
|
|||
Cash - beginning of the period
|
||||
Cash - end of the period
|
$ | |||
Supplemental disclosure of noncash financing activities:
|
||||
Offering costs included in accounts payable
|
$
|
|
||
Offering costs paid by related party under promissory note
|
$
|
|
• |
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.
|
• |
If the price per share of Class A ordinary shares
has not exceeded $
|
• |
If the price per share of Class A ordinary shares
exceeded $
|
o |
|
o |
|
• |
The increase in the price of Class A ordinary shares
will be based on the annual VWAP for the relevant fiscal year, it being understood that with respect to the 10th fiscal year following the Partnering Transaction the conversion calculation for the remaining
|
• |
at any time while the warrants are exercisable,
|
• |
upon a minimum of
|
• |
if, and only if, the last sales price of the Class A ordinary shares
equals or exceeds $
|
• |
if, and only if, there is a current registration statement in effect with
respect to the Class A ordinary shares underlying such warrants commencing
business days prior to the |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds From Registered Securities
|
Item 3. |
Defaults upon Senior Securities
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits.
|
Exhibit
Number
|
Description
|
|
31.1*
|
||
31.2*
|
||
32.1*
|
||
32.2*
|
||
101.INS**
|
XBRL Instance Document
|
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
|
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
|
* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
|
** |
To be filed by amendment.
|
Dated: August 13, 2021
|
CORSAIR PARTNERING CORPORATION
|
|
By:
|
/s/ D.T Ignacio Jayanti | |
Name:
|
D.T Ignacio Jayanti
|
|
Title:
|
Chief Executive Officer
(Principal Executive Officer)
|
Dated: August 13, 2021
|
||
By:
|
/s/ Paul Cabral | |
Name:
|
Paul Cabral
|
|
Title:
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|