ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
A | ||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
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2 | ||||
2 | ||||
7 | ||||
43 | ||||
43 | ||||
43 | ||||
43 | ||||
43 | ||||
43 | ||||
44 | ||||
44 | ||||
48 | ||||
48 | ||||
48 | ||||
48 | ||||
49 | ||||
49 | ||||
50 | ||||
50 | ||||
56 | ||||
57 | ||||
58 | ||||
59 | ||||
F-1 |
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F-1 |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential investment 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 described herein) or available to us from interest income on the Trust Account balance; |
• | the Trust Account not being subject to claims of third parties; or |
• | our financial performance. |
ITEM 1. |
BUSINESS. |
ITEM 1A. |
RISK FACTORS. |
• | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. |
• | Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote |
• | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The requirement that we complete our initial business combination within 15 months after the closing of the Public Offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. |
• | If we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares. |
• | If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. |
• | As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. |
• | If the net proceeds of the Public Offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least until February 15, 2023, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial business combination. |
• | Past performance by our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the Company. |
• | Unlike some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination. |
• | We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors. |
• | We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders. |
• | An investment in the Public Offering may result in uncertain U.S. federal income tax consequences. |
• | Our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
• | may significantly dilute the equity interest of investors in the Public Offering; |
• | may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
• | may adversely affect prevailing market prices for our Units, Class A ordinary shares and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset, or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
ITEM 9B. |
OTHER INFORMATION |
ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Name |
Age |
Position | ||
Mark Gerhard |
45 | Chief Executive Officer and Director | ||
Riaan Hodgson |
52 | Chief Operating Officer and Director | ||
David Gomberg |
49 | President and Director | ||
Mickie Rosen |
54 | Director | ||
Michael Jesselson |
70 | Director | ||
Diane Nelson |
54 | Director | ||
Robert Foresman |
53 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the registered public accounting firm have with us in order to evaluate their continued independence; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | 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 of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting of shareholders or to fill vacancies on the board of directors; |
• | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
ITEM 11. |
EXECUTIVE COMPENSATION. |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS. |
• | each person known by us to be a beneficial owner of more than 5% of our outstanding ordinary shares of, on an as-converted basis; |
• | each of our officers and directors; and |
• | all of our officers and directors as a group. |
Name and Address of Beneficial Owner(1) |
NUMBER OF SHARES BENEFICIALLY OWNED (2) |
APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK |
||||||
Directors, Executive Officers |
||||||||
Ascendant Sponsor LP III (3) |
7,270,000 | 19.4 | % | |||||
Mark Gerhard |
— | — | ||||||
Riaan Hodgson |
6,295,000 | 19.3 | % | |||||
David Gomberg (3) |
30,000 | * | ||||||
Mickie Rosen |
30,000 | * | ||||||
Michael Jesselson |
30,000 | * | ||||||
Diane Nelson |
30,000 | * | ||||||
All executive officers and directors as a group (six individuals) |
6,415,000 | 19.7 | % |
NAME AND ADDRESS OF BENEFICIAL OWNER |
NUMBER OF SHARES BENEFICIALLY OWNED |
APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK |
||||||
Five Percent Holders |
||||||||
Ascendant Sponsor LP III (3) |
7,270,000 | 19.4 | % | |||||
Saba Capital Management, L.P. (4) |
2,434,142 | 8.1 | % | |||||
Magnetar Financial LLC (5) |
2,475,000 | 8.25 | % | |||||
Shaolin Capital Management LLC (6) |
1,991,123 | 6.6 | % | |||||
Woodline Partners LP (7) |
1,912,500 | 6.4 | % | |||||
Fir Tree Capital Management LP (8) |
2,475,000 | 8.25 | % |
(1) | Unless otherwise noted, the business address of each of the following is 667 Madison Avenue, 5th Floor, New York, NY 10065. |
(2) | Interests shown consist solely of Founder Shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of the consummation of our initial business combination on a one-for-one |
(3) | Ascendant Sponsor LP III is the record holder of the shares reported herein. Ascendant Sponsor GP III LLC is the general partner of Ascendant Sponsor LP III and has voting and investment discretion over the securities held by Ascendant Sponsor LP III. Mr. Gomberg is the manager of Ascendant Sponsor GP III LLC and has voting and investment discretion over the securities held by Ascendant Sponsor GP III LLC. Mr. Gomberg disclaims any beneficial ownership of the securities held by Ascendant Sponsor LP III other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(4) | According to a Schedule 13G/A filed with the SEC on February 14, 2022, Saba Capital Management, L.P., Boaz R. Weinstein and Saba Capital Management GP, LLC share voting and dispositive power over the Class A ordinary shares reported herein. The business address of these reporting persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
(5) | According to a Schedule 13G filed with the SEC on December 31, 2021, Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and Alec N. Litowitz share voting and dispositive power over the Class A ordinary shares reported herein. The business address of these reporting persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. |
(6) | According to a Schedule 13G filed with the SEC on December 31, 2021, Shaolin Capital Management LLC, which serves as the investment advisor to Shaolin Capital Partners Master Fund, Ltd., has sole voting and dispositive power over the Class A ordinary shares reported herein. The business address of this reporting person is 7610 NE 4th Court, Suite 104 Miami FL 33138. |
(7) | According to a Schedule 13G filed with the SEC on December 31, 2021, Woodline Partners LP, the investment adviser to Woodline Master Fund LP, has sole voting and dispositive power over the Class A ordinary shares reported herein. The business address of this reporting person is 4 Embarcadero Center, Suite 3450, San Francisco, CA 94111. |
(8) | According to a Schedule 13G filed with the SEC on December 31, 2021, Fir Tree Capital Management LP has sole voting and dispositive power over the Class A ordinary shares reported herein. The business address of this reporting person is 55 West 46th Street, 29th Floor New York, NY 10036. |
ITEM 15 |
. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. |
Page |
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F-2 |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
Assets |
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Current assets: |
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Cash |
$ | |||
Prepaid expenses |
||||
Total current assets |
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Investments held in Trust Account |
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Total Assets |
$ |
|||
Liabilities, Redeemable Class A Ordinary Shares and Shareholders’ Deficit: |
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Current liabilities: |
||||
Accounts payable |
$ | |||
Accounts payable—related party |
||||
Accrued expenses |
||||
Total current liabilities |
||||
Derivative warrant liabilities |
||||
Deferred underwriting commissions |
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Total liabilities |
||||
Commitments and Contingencies |
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Class A ordinary shares subject to possible redemption, $ redemption value of $ |
||||
Shareholders’ Deficit: |
||||
Preference shares, $ or outstanding |
||||
Class A ordinary shares, $ non-redeemable shares issued and outstanding |
||||
Class B ordinary shares; $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total shareholders’ deficit |
( |
) | ||
Total Liabilities, Redeemable Class A Ordinary Shares and Shareholders’ Deficit |
$ |
|||
General and administrative expenses |
$ | |||
Administrative expenses—related party |
||||
Loss from operations |
( |
) | ||
Other income (expenses): |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Offering costs—derivative warrant liabilities |
( |
) | ||
Income from investments held in Trust Account |
||||
Net loss |
$ | ( |
) | |
Basic and diluted weighted average shares outstanding of Class A ordinary shares |
||||
Basic and diluted net loss per ordinary share, Class A ordinary shares |
$ | ( |
) | |
Basic and diluted weighted average shares outstanding of Class B ordinary shares |
||||
Basic and diluted net loss per ordinary share, Class B ordinary shares |
$ | ( |
) | |
Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
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Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance, February 19, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
||||||||||||||||||||||||||||
Excess cash received over the fair value of the private warrants |
— | — | — | — | — | |||||||||||||||||||||||
Forfeiture of Class B ordinary shares |
( |
) | ||||||||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance—December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Income from investments held in Trust Account |
( |
) | ||
Change in fair value of derivative warrant liabilities |
||||
Offering costs—derivative warrant liabilities |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable |
||||
Accounts payable—related party |
||||
Accrued expenses |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities: |
||||
Principal deposited in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds from note payable to related party |
||||
Repayment of note payable to related party |
( |
) | ||
Proceeds received from Initial Public Offering, gross |
||||
Proceeds from private placement |
||||
Offering costs paid |
( |
) | ||
Net cash provided by financing activities |
||||
Net change in cash |
||||
Cash—beginning of the period |
||||
Cash—end of the period |
$ |
|||
Supplemental disclosure of noncash investing and financing activities: |
||||
Deferred underwriting commissions in connection with the Initial Public Offering |
$ | |||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ |
• | 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. |
Gross proceeds from Initial Public Offering |
$ | |||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemption |
( |
) | ||
Plus: |
||||
Accretion on Class A ordinary shares subject to possible redemption amount |
||||
Class A ordinary share subject to possible redemption |
$ | |||
For the Period from February 19, 2021 (Inception) through December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per ordinary share: |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
||||||||
Basic and diluted weighted average ordinary shares outstanding |
||||||||
Basic and diluted net loss per ordinary share |
$ | ( |
) | $ | ( |
) | ||
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of the “30-day redemption period”; and |
• | if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $ 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. |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of Class A ordinary shares equals or exceeds $ the period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any a period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $ |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account |
$ | |
$ | |
$ | |||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities—Public warrant |
$ | $ | $ | |||||||||
Derivative warrant liabilities—Private warrant |
$ | $ | $ |
As of December 31, 2021 |
||||
Exercise price |
$ | |||
Volatility |
% | |||
Stock price |
$ | |||
Expected life of the options to convert |
||||
Risk-free rate |
% | |||
Dividend yield |
% | |||
Probability of business combination |
% |
Derivative warrant liabilities at February 19, 2021 (inception) |
$ | |||
Issuance of Public and Private Warrants |
||||
Change in fair value of derivative warrant liabilities |
||||
Derivative warrant liabilities at December 31, 2021 |
$ | |||
Exhibit Number |
Description | |
32.1* | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2* | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS* | Inline XBRL Instance Document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF XBRL* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB XBRL* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE XBRL* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
ASCENDANT DIGITAL ACQUISITION CORP. III | ||
By: | /s/ Mark Gerhard | |
Name: Mark Gerhard | ||
Title: Chief Executive Officer and Director |
Name |
Title |
Date | ||
/s/ Mark Gerhard Mark Gerhard |
Chief Executive Officer and Director (Principal Executive Officer) | March 25, 2022 | ||
/s/ Riaan Hodgson Riaan Hodgson |
Chief Accounting Officer and Director (Principal Financial and Accounting Officer) | March 25, 2022 | ||
/s/ David Gomberg David Gomberg |
President and Director | March 25, 2022 | ||
/s/ Mickie Rosen Mickie Rosen |
Director | March 25, 2022 | ||
/s/ Michael Jesselson Michael Jesselson |
Director | March 25, 2022 | ||
/s/ Diane Nelson Diane Nelson |
Director | March 25, 2022 | ||
/s/ Robert Foresman Robert Foresman |
Director |
March 25, 2022 |