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Cayman Islands
(State or other jurisdiction of incorporation or organization) |
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6770
(Primary Standard Industrial Classification Code Number) |
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98-1586949
(I.R.S. Employer Identification Number) |
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Gregg A. Noel, Esq.
Michael J. Mies, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (650) 470-4500 |
| |
Frank Lopez
Jonathan Ko Paul Hastings LLP 515 South Flower Street, Twenty-Fifth Floor Los Angeles, California 90071 Tel: (213) 638-6000 |
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting company ☒
Emerging growth company ☒ |
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Title of Each Class of Security Being Registered
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Amount Being
Registered |
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Proposed Maximum
Offering Price per Security(1) |
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Proposed
Maximum Aggregate Offering Price(1) |
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Amount of
Registration Fee |
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Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-fifth of one redeemable warrant(2)
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| | |
46,000,000
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| | | | $ | 10.00 | | | | | | $ | 460,000,000 | | | | | | $ | 50,186 | | |
Class A ordinary shares included as part of the units(3)(4)
|
| | |
46,000,000
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| | | | | — | | | | | | | — | | | | | | | —(5) | | |
Redeemable warrants included as part of the units(3)(4)
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| | |
9,200,000
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| | | | | — | | | | | | | — | | | | | | | —(5) | | |
Class A ordinary shares underlying redeemable warrants
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| | |
9,200,000
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| | | | $ | 11.50 | | | | | | $ | 105,800,000 | | | | | | $ | 11,543 | | |
Total
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| | | | | | | | | | | | | | | $ | 565,800,000 | | | | | | $ | 61,729 | | |
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Gross proceeds
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Without
Over-Allotment Option |
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Over-Allotment
Option Exercised |
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Gross proceeds from units offered to public(1)
|
| | | $ | 400,000,000 | | | | | $ | 460,000,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | | 10,000,000 | | | | | | 11,200,000 | | |
Total gross proceeds
|
| | | $ | 410,000,000 | | | | | $ | 471,200,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (excluding deferred portion)(3)
|
| | | $ | 8,000,000 | | | | | $ | 9,200,000 | | |
Legal fees and expenses
|
| | | | 250,000 | | | | | | 250,000 | | |
Accounting fees and expenses
|
| | | | 42,500 | | | | | | 42,500 | | |
Printing and engraving expenses
|
| | | | 30,000 | | | | | | 30,000 | | |
SEC expenses
|
| | | | 61,729 | | | | | | 61,729 | | |
FINRA expenses
|
| | | | 85,370 | | | | | | 85,370 | | |
Directors and officers insurance premiums(4)
|
| | | | 440,000 | | | | | | 440,000 | | |
NYSE listing and filing fees
|
| | | | 85,000 | | | | | | 85,000 | | |
Miscellaneous expenses(5)
|
| | | | 5,401 | | | | | | 5,401 | | |
Total estimated offering expenses (other than underwriting commissions)
|
| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
Proceeds after estimated offering expenses
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| | | $ | 401,000,000 | | | | | $ | 461,000,000 | | |
Held in trust account(3)
|
| | | $ | 400,000,000 | | | | | $ | 460,000,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account(2)
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| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
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Amount
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| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel and other expenses in connection with any
business combination(7) |
| | | $ | 300,000 | | | | | | 30.0% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 150,000 | | | | | | 15.0% | | |
Payment for office space, administrative and support services
|
| | | | 240,000 | | | | | | 24.0% | | |
NYSE continued listing fees(8)
|
| | | | 85,000 | | | | | | 8.5% | | |
Other miscellaneous expenses
|
| | | | 225,000 | | | | | | 22.5% | | |
Total
|
| | | $ | 1,000,000 | | | | | | 100.00% | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
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Public offering price
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| | | | | | | | | $ | 10.00 | | | | | | | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.00) | | | | | | | | | | | | (0.00) | | | | | | | | |
Increase attributable to public shareholders
|
| | | | 0.42 | | | | | | | | | | | | 0.37 | | | | | | | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants
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| | | | | | | | | | 0.42 | | | | | | | | | | | | 0.37 | | |
Dilution to public shareholders
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| | | | | | | | | $ | 9.58 | | | | | | | | | | | $ | 9.63 | | |
Percentage of dilution to public shareholders
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| | | | | | | | | | 95.8% | | | | | | | | | | | | 96.3% | | |
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Shares Purchased
|
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Total Consideration
|
| |
Average
Price Per Share |
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Number
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Percentage
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Amount
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Percentages
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Initial Shareholders(1)
|
| | | | 10,000,000 | | | | | | 20.00% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.003 | | |
Public Shareholders
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| | | | 40,000,000 | | | | | | 80.00% | | | | | | 400,000,000 | | | | | | 99.99% | | | | | $ | 10.00 | | |
| | | | | 50,000,000 | | | | | | 100.00% | | | | | $ | 400,025,000 | | | | | | 100.00% | | | | | | | | |
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Without
Over-allotment |
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With
Over-allotment |
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Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (17,634) | | | | | $ | (17,634) | | |
Net proceeds from this offering and sale of the private placement
warrants |
| | | | 401,000,000 | | | | | | 461,000,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering
|
| | | | 29,199 | | | | | | 29,199 | | |
Less: Deferred underwriting commissions
|
| | | | (14,000,000) | | | | | | (16,100,000) | | |
Less: Proceeds held in trust subject to redemption
|
| | | | (382,011,560) | | | | | | (439,911,560) | | |
| | | | $ | 5,000,005 | | | | | $ | 5,000,005 | | |
Denominator: | | | | | | | | | | | | | |
Ordinary shares outstanding prior to this offering
|
| | | | 11,500,000 | | | | | | 11,500,000 | | |
Ordinary shares forfeited if over-allotment is not exercised
|
| | | | (1,500,000) | | | | | | — | | |
Ordinary shares included in the units offered
|
| | | | 40,000,000 | | | | | | 46,000,000 | | |
Less: Ordinary shares subject to redemption
|
| | | | (38,201,156) | | | | | | (43,991,156) | | |
| | | | | 11,798,844 | | | | | | 13,508,844 | | |
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February 22, 2021
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Actual
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As Adjusted(2)
|
| ||||||
Note payable to related party(1)
|
| | | $ | — | | | | | $ | — | | |
Deferred underwriting commissions
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| | | | — | | | | | | 14,000,000 | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; -0- and 38,201,156 shares are subject to possible redemption, respectively(3)
|
| | | | — | | | | | | 382,011,560 | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; -0- and 1,798,844 shares issued and outstanding (excluding -0- and 38,201,156 shares subject to possible redemption), actual and as adjusted, respectively
|
| | | | — | | | | | | 180 | | |
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 11,500,000 and 10,000,000 shares issued and outstanding, actual and as adjusted, respectively(4)
|
| | | | 1,150 | | | | | | 1,000 | | |
Additional paid-in capital(5)
|
| | | | 23,850 | | | | | | 5,012,260 | | |
Accumulated deficit
|
| | | | (13,435) | | | | | | (13,435) | | |
Total stockholders’ equity
|
| | | $ | 11,565 | | | | | $ | 5,000,005 | | |
Total capitalization
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| | | $ | 11,565 | | | | | $ | 401,011,565 | | |
| | | |
Redemptions in Connection
with our Initial Business Combination |
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Other Permitted Purchases of
Public Shares by our Affiliates |
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Redemptions if we fail to
Complete an Initial Business Combination |
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Calculation of redemption or repurchase price
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| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The | | | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase | | | If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we | |
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Redemptions in Connection
with our Initial Business Combination |
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Other Permitted Purchases of
Public Shares by our Affiliates |
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Redemptions if we fail to
Complete an Initial Business Combination |
|
| | | | redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 following such redemptions, and any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions. | | | will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. | |
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Impact to remaining shareholders
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| | The redemptions in connection with our initial business combination will reduce the book value per share | | | If the permitted purchases described above are made, there will be no impact to our remaining shareholders | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book | |
| | | |
Redemptions in Connection
with our Initial Business Combination |
| |
Other Permitted Purchases of
Public Shares by our Affiliates |
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Redemptions if we fail to
Complete an Initial Business Combination |
|
| | | | for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | because the purchase price would not be paid by us. | | | value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. | |
| | | |
Terms of Our Offering
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Terms Under a Rule 419 Offering
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Escrow of offering proceeds
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| | The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $400,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $340,200,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
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Investment of net proceeds
|
| | $400,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
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Receipt of interest on escrowed funds
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| | Interest on proceeds from the trust account to be paid to shareholders is reduced by (1) any | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless | |
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Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
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| | | | taxes paid or payable, and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
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Limitation on fair value or net assets of target business
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| | The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
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Trading of securities issued
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| | The units will begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option. | | | No trading of the units or the underlying ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
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Exercise of the warrants
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The warrants cannot be exercised
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| | The warrants could be exercised | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
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| | | | until 30 days after the completion of our initial business. | | | prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
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Election to remain an investor
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| | We will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (which interest shall be net of taxes payable), upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like some blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
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| | | | business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. | | | | |
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Business combination deadline
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| | If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
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| | | | will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | | |
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Release of funds
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| | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to 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 within 24 months from the closing of this offering or (B) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
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Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this
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| | If we seek shareholder approval of our initial business combination and we do not | | | Most blank check companies provide no restrictions on the ability of shareholders to redeem | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
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| | ||
|
offering if we hold a shareholder vote
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| | conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. Our public shareholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | | | shares based on the number of shares held by such shareholders in connection with an initial business combination. | | | ||
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Tendering share certificates in connection with a tender offer or redemption rights
|
| | We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such shareholders to arrange for them to deliver their certificate to verify ownership. | | | | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
| | ||
| | | | we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. | | | | | | | |
Name
|
| |
Age
|
| |
Title
|
| |||
Richard Heitzmann
|
| | | | 48 | | | | Chief Executive Officer and director | |
Amish Jani
|
| | | | 43 | | | |
President and Chairman of the board of directors
|
|
Daniel Gaisin
|
| | | | 41 | | | | Chief Financial Officer | |
Eric Cheung
|
| | | | 37 | | | | Secretary | |
| |
|
| | Director nominee | | ||||
| |
|
| | Director nominee | | ||||
| |
|
| | Director nominee | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Richard Heitzmann | | |
FirstMark Capital LLC
|
| | Venture Capital | | | Partner | |
| | | Dashlane, Inc. | | | Technology | | | Director | |
| | | Omaze, Inc. | | | Technology | | | Director | |
| | | NoHo Solutions, Inc. | | | Technology | | | Director | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| | | Roman Health Ventures, Inc. | | | Technology | | | Director | |
| | | FirstMark Horizon Acquisition Corp. | | | SPAC | | | Chief Executive Officer and Director | |
| | | FirstMark Acquisition Corp. II | | | SPAC | | | Chief Executive Officer and Director | |
Amish Jani | | |
FirstMark Capital LLC
|
| | Venture Capital | | | Partner | |
| | | Brooklinen, Inc | | | Technology | | | Director | |
| | | InVisionApp, Inc. | | | Technology | | | Director | |
| | | Starry | | | Technology | | | Director | |
| | | Tracelink | | | Technology | | | Director | |
| | | FirstMark Horizon Acquisition Corp. | | | SPAC | | |
President and Chairman
|
|
| | | FirstMark Acquisition Corp. II | | | SPAC | | |
President and Chairman
|
|
Daniel Gaisin | | |
FirstMark Capital LLC
|
| | Venture Capital | | | Vice President of Finance | |
| | | FirstMark Horizon Acquisition Corp. | | | SPAC | | | Chief Financial Officer | |
| | | FirstMark Acquisition Corp. II | | | SPAC | | | Chief Financial Officer | |
Eric D. Cheung | | |
FirstMark Capital LLC
|
| | Technology | | | General Counsel | |
| | | OpenGamma, Inc. | | | Venture Capital | | | Director | |
| | | FirstMark Horizon Acquisition Corp. | | | SPAC | | | Secretary | |
| | | FirstMark Acquisition Corp. II | | | SPAC | | | Secretary | |
| | |
Number of
Shares Beneficially Owned(2) |
| |
Approximate Percentage of
Issued and Outstanding Ordinary Shares |
| ||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Before
Offering |
| |
After
Offering(2) |
| ||||||||||||
FirstMark Sponsor III LLC (our sponsor)(3)
|
| | | | 11,410,000(4) | | | | | | 99.2% | | | | | | 19.8% | | |
Richard Heitzmann(3)
|
| | | | 11,410,000(4) | | | | | | 99.2% | | | | | | 19.8% | | |
Amish Jani(3)
|
| | | | 11,410,000(4) | | | | | | 99.2% | | | | | | 19.8% | | |
Daniel Gaisin(5)
|
| | | | — | | | | | | — | | | | | | — | | |
Eric D. Cheung(5)
|
| | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
All directors, officers and director nominees as a group ( individuals)
|
| | | | 11,500,000(4) | | | | | | 100.0% | | | | | | 20.0% | | |
Redemption Date
(period to expiration of warrants) |
| |
Fair Market Value of Class A Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
| |||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriter
|
| |
Number of
Units |
| |||
Credit Suisse Securities (USA) LLC
|
| | | | | | |
Total
|
| | | | 40,000,000 | | |
| | |
Per Unit
|
| |
Total
|
| ||||||||||||||||||
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||||||||
Underwriting Discounts and Commissions paid
by us(1) |
| | | $ | 0.55 | | | | | $ | 0.55 | | | | | $ | 22,000,000 | | | | | $ | 25,300,000 | | |
| | |
Page
|
| |||
Audited Financial Statements of FirstMark Acquisition Corp. III: | | | | | | | |
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| |
| Assets | | | | | | | |
| Current assets: | | | | | | | |
|
Prepaid expenses
|
| | | $ | 11,565 | | |
|
Total current assets
|
| | | | 11,565 | | |
|
Deferred offering costs associated with proposed public offering
|
| | | | 29,199 | | |
|
Total Assets
|
| | | $ | 40,764 | | |
| Liabilities and Shareholder’s Equity | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accrued expenses
|
| | | $ | 29,199 | | |
|
Total current liabilities
|
| | | | 29,199 | | |
| Commitments and Contingencies | | | | | | | |
| Shareholder’s Equity | | | | | | | |
|
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 11,500,000 shares issued and outstanding(1)
|
| | | | 1,150 | | |
|
Additional paid-in capital
|
| | | | 23,850 | | |
|
Accumulated deficit
|
| | | | (13,435) | | |
|
Total shareholder’s equity
|
| | | $ | 11,565 | | |
|
Total Liabilities and Shareholder’s Equity
|
| | | $ | 40,764 | | |
|
General and administrative expenses
|
| | | $ | 13,435 | | |
|
Net loss
|
| | | $ | (13,435) | | |
|
Weighted average Class B ordinary shares outstanding, basic and diluted(1)
|
| | | | 10,000,000 | | |
|
Basic and diluted net loss per ordinary share
|
| | | $ | (0.00) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance−February 18, 2021 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary
shares to Sponsor(1) |
| | | | — | | | | | | — | | | | | | 11,500,000 | | | | | | 1,150 | | | | | | 23,850 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (13,435) | | | | | | (13,435) | | |
Balance−February 22, 2021
|
| | | | — | | | | | $ | — | | | | | | 11,500,000 | | | | | $ | 1,150 | | | | | $ | 23,850 | | | | | $ | (13,435) | | | | | $ | 11,565 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (13,435) | | |
| Changes in operating liabilities: | | | | | | | |
|
Prepaid expenses
|
| | | | 13,435 | | |
|
Net cash used in operating activities
|
| | | | — | | |
|
Net change in cash
|
| | | | — | | |
|
Cash−beginning of period
|
| | |
|
—
|
| |
|
Cash−end of period
|
| | | $ | — | | |
| Supplemental disclosure of non-cash investing and financing activities: | | | | | | | |
|
Deferred offering costs included in accrued expenses
|
| | | $ | 29,199 | | |
|
Prepaid expenses paid in exchange for issuance of Class B ordinary shares to Sponsor
|
| | | $ | 25,000 | | |
|
Legal fees and expenses
|
| | | $ | 250,000 | | |
|
Accounting fees and expenses
|
| | | | 42,500 | | |
|
SEC expenses
|
| | | | 61,729 | | |
|
FINRA expenses
|
| | | | 85,370 | | |
|
Printing and engraving expenses
|
| | | | 30,000 | | |
|
Directors and officers insurance premiums(1)
|
| | | | 440,000 | | |
|
NYSE listing and filing fees
|
| | | | 85,000 | | |
|
Miscellaneous expenses
|
| | | | 5,401 | | |
|
Total offering expenses
|
| | | $ | 1,000,000 | | |
Exhibit
|
| |
Description
|
| |||
| | 1.1* | | | | Form of Underwriting Agreement | |
| | 3.1 | | | | | |
| | 3.2* | | | | Form of Amended and Restated Memorandum and Articles of Association | |
| | 4.1* | | | | Specimen Unit Certificate | |
| | 4.2* | | | | Specimen Class A Ordinary Share Certificate | |
| | 4.3* | | | | Specimen Warrant Certificate (included in Exhibit 4.4) | |
| | 4.4* | | | | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant | |
| | 5.1* | | | | Opinion of Maples and Calder (Hong Kong) LLP | |
| | 5.2* | | | | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
| | 10.1 | | | | | |
| | 10.2* | | | | Form of Letter Agreement among the Registrant and its directors and officers and FirstMark Sponsor III LLC | |
| | 10.3* | | | |
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust
Company and the Registrant |
|
| | 10.4* | | | | Form of Registration Rights Agreement between the Registrant and certain security holders | |
| | 10.5 | | | | | |
| | 10.6* | | | | Form of Sponsor Warrants Purchase Agreement between the Registrant and FirstMark Sponsor III LLC | |
| | 10.7* | | | | Form of Indemnity Agreement | |
| | 10.8* | | | | Form of Administrative Services Agreement, by and between the Registrant and FirstMark Capital LLC | |
| | 14* | | | | Form of Code of Ethics and Business Conduct | |
| | 23.1 | | | | | |
| | 23.2* | | | | Consent of Maples and Calder (Hong Kong)_LLP (included in Exhibit 5.1) | |
| | 23.3* | | | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2) | |
| | 24* | | | | Power of Attorney (included on the signature page to the initial filing of this Registration Statement) | |
| | 99.1* | | | | Form of Audit Committee Charter | |
| | 99.2* | | | | Form of Compensation Committee Charter | |
| | 99.3* | | | | Form of Nominating and Corporate Governance Committee Charter | |
| | 99.4* | | | | Consent of | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ Richard Heitzmann
Richard Heitzmann
|
| | Chief Executive Officer and Director (Principal Executive Officer) | | |
March 12, 2021
|
|
|
/s/ Amish Jani
Amish Jani
|
| | President and Chairman of the Board of Directors | | |
March 12, 2021
|
|
|
/s/ Daniel Gaisin
Daniel Gaisin
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
March 12, 2021
|
|