QUARTERLY 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) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address Of Principal Executive Offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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Item 1. | Unaudited Condensed Financial Statements | 1 | ||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 | ||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 22 | ||||
Item 4. | Controls and Procedures | 22 | ||||
Item 1. | Legal Proceedings | 23 | ||||
Item 1A. | Risk Factors | 23 | ||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities | 23 | ||||
Item 3. | Defaults Upon Senior Securities | 24 | ||||
Item 4. | Mine Safety Disclosures | 24 | ||||
Item 5. | Other Information | 24 | ||||
Item 6. | Exhibits | 24 |
ASSETS |
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Deferred offering costs |
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Total assets |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current Liabilities |
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Accounts payable – related party |
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Accrued expenses |
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Total liabilities |
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Commitments and Contingencies ( Note 6) |
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Shareholders’ Equity |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class F ordinary shares, $ (1) (2) |
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Class G ordinary shares, $ (1) (2) |
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Additional paid in capital |
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Accumulated deficit |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
$ |
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(1) | Our initial shareholders initially held re-capitalization of our share capital effective July 5, 2021, the Class B ordinary shares have been canceled and all of the shares presently issued and outstanding are Class F ordinary shares and Class G ordinary shares (Class G ordinary shares are subject to vesting). All share and per-share amounts have been retroactively restated to reflect the share capitalization and return of shares (See Notes 5 and 7). |
(2) | On August 1 8 , 2021, the Underwriters partially exercised the over-allotment option and purchased an additional |
Three Months Ended June 30, 2021 |
For the period from March 10, 2021 (inception) through June 30, 2021 |
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Formation costs |
$ | $ | ||||||
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Net loss |
$ |
$ |
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Weighted average shares outstanding, basic and diluted (1) (2) |
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Basic and diluted net loss per ordinary share |
$ |
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$ |
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(1) | Our initial shareholders initially held re-capitalization of our share capital effective July 5, 2021, the Class B ordinary shares have been canceled and all of the shares presently issued and outstanding are Class F ordinary shares and Class G ordinary shares (Class G ordinary shares are subject to vesting). All share and per-share amounts have been retroactively restated to reflect the share capitalization and return of shares (See Notes 5 and 7). |
(2) | On August 1 8 , 2021, the Underwriters partially exercised the over-allotment option and purchased an additional |
Class F |
Class G |
Additional |
Total |
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Ordinary Shares |
Ordinary Shares |
Paid-in |
Accumulated |
Shareholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity |
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Balance – March 10, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
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Issuance of Class F ordinary shares to sponsors (1) (2) |
— |
— |
— | |||||||||||||||||||||||||
Issuance of Class G ordinary shares to sponsors (1) (2) |
— |
— |
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Net loss |
— |
— |
— | — | — | ( |
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Balance – March 31, 2021 |
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Net loss |
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— | — | — | — | ||||||||||||||||||||||
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Balance – June 30, 2021 |
$ |
$ |
$ |
( |
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$ |
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(1) | Our initial shareholders initially held re-capitalization of our share capital effective July 5, 2021, the Class B ordinary shares have been canceled and all of the shares presently issued and outstanding are Class F ordinary shares and Class G ordinary shares (Class G ordinary shares are subject to vesting). All share and per-share amounts have been retroactively restated to reflect the share capitalization and return of shares (See Notes 5 and 7). |
(2) | On August 1 8 , 2021, the Underwriters partially exercised the over-allotment option and purchased an additional |
Cash flow from operating activities: |
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Net loss |
$ | ( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in operating assets and liabilities: |
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Accrued expenses |
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Net cash used in operating activities |
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Cash flow from financing activities: |
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Payment of offering costs |
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Proceeds from related party loan |
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Net cash provided from financing activities |
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Net change in cash |
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Cash at the beginning of the period |
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Cash at the end of the period |
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Non-cash investing and financing activities: |
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Deferred offering costs paid by Sponsor in exchange for issuance of founder shares |
$ | |||
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Deferred offering costs included in accrued expenses |
$ | |||
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Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any |
• | in whole and not in part; |
• | at a price of $ |
• | if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $ |
• | if the Reference Value is less than $ |
Exhibit Number |
Description | |
* | 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. | |
31.1* | Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d) to 14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d) to 14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certification of 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 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** | XBRL Instance Document | |
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.SCH** | XBRL Taxonomy Extension Schema Document | |
101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB** | XBRL Taxonomy Extension Extension Labels Linkbase Document | |
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
** | Furnished. |
Dated: September 24, 2021 | BLUE WHALE ACQUISITION CORP I | |||||
By: | /s/ Maxime Franzetti | |||||
Name: | Maxime Franzetti | |||||
Title: | Chief Executive Officer (Principal Executive Officer) | |||||
Dated: September 24, 2021 | By: | /s/ Russ Pillar | ||||
Name: | Russ Pillar | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) | ||||||