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Cayman Islands
|
| |
6770
|
| |
98-1592885
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Michael P. Heinz
David C. Buck Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 Tel: (312) 853-7000 |
| |
Jonathan Ko
Paul Hastings LLP 515 South Flower Street, 25th Floor Los Angeles, California 90071 Tel: (213) 683-6000 |
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Large accelerated filer
☐
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| |
Accelerated filer☐
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Non-accelerated filer
☒
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| |
Smaller reporting company ☒
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| | | |
Emerging growth company ☒
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Title of Each Class of Security Being Registered
|
| | |
Amount Being
Registered |
| | |
Proposed
Maximum Offering Price per Security(1) |
| | |
Proposed Maximum
Aggregate Offering Price(1) |
| | |
Amount of
Registration Fee |
| |||||||||
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant(2)
|
| | |
17,250,000 Units
|
| | | | $ | 10.00 | | | | | | $ | 172,500,000 | | | | | | $ | 18,820 | | |
Class A ordinary shares included as part of the units(3)
|
| | |
17,250,000 Shares
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Redeemable warrants included as part of the units(3)
|
| | |
5,750,000 Warrants
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Class A ordinary shares issuable upon exercise of redeemable warrants included as part of the units(3)
|
| | |
5,750,000 Shares
|
| | | | $ | 11.50 | | | | | | $ | 66,125,000 | | | | | | $ | 7,215 | | |
Total
|
| | | | | | | | | | | | | | | $ | 238,625,000 | | | | | | $ | 26,035 | | |
| | |
Per Unit
|
| |
Total
|
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 150,000,000 | | |
Underwriting discounts and commissions(1)
|
| | | $ | 0.55 | | | | | $ | 8,250,000 | | |
Proceeds, before expenses, to us
|
| | | $ | 9.45 | | | | | $ | 141,750,000 | | |
| | | | | 1 | | | |
| | | | | 41 | | | |
| | | | | 82 | | | |
| | | | | 83 | | | |
| | | | | 86 | | | |
| | | | | 87 | | | |
| | | | | 89 | | | |
| | | | | 91 | | | |
| | | | | 96 | | | |
| | | | | 131 | | | |
| | | | | 132 | | | |
| | | | | 140 | | | |
| | | | | 143 | | | |
| | | | | 146 | | | |
| | | | | 169 | | | |
| | | | | 180 | | | |
| | | | | 188 | | | |
| | | | | 188 | | | |
| | | | | 188 | | | |
| | | | | F-1 | | |
| | |
April 21, 2021
|
| |||||||||
| | |
Actual
|
| |
As Adjusted
|
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Working capital (deficiency)(1)
|
| | | $ | (81,544) | | | | | $ | 145,768,456 | | |
Total assets(2)
|
| | | $ | 129,706 | | | | | $ | 151,179,706 | | |
Total liabilities(3)
|
| | | $ | 121,400 | | | | | $ | 13,164,733 | | |
Value of ordinary share subject to possible redemption(4)
|
| | | $ | — | | | | | $ | 136,420,200 | | |
Shareholders’ equity(5)
|
| | | $ | 8,306 | | | | | $ | 1,740,106 | | |
| | |
Without Option
to Purchase Additional Units |
| |
Option to
Purchase Additional Units Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 150,000,000 | | | | | $ | 172,500,000 | | |
Gross proceeds from private placement warrants offered in the private Placement
|
| | | | 5,500,000 | | | | | | 5,950,000 | | |
Total gross proceeds
|
| | | $ | 155,500,000 | | | | | $ | 178,450,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to
public, excluding deferred portion)(3) |
| | | $ | 3,000,000 | | | | | $ | 3,450,000 | | |
Legal fees and expenses
|
| | | | 350,000 | | | | | | 350,000 | | |
Printing and engraving expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Accounting fees and expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
SEC/FINRA Expenses
|
| | | | 62,329 | | | | | | 62,329 | | |
Nasdaq listing and filing fees
|
| | | | 75,000 | | | | | | 75,000 | | |
Director & Officer liability insurance premiums
|
| | | | 800,000 | | | | | | 800,000 | | |
Miscellaneous
|
| | | | 32,671 | | | | | | 32,671 | | |
Total estimated offering expenses (excluding underwriting commissions)
|
| | | $ | 1,400,000 | | | | | $ | 1,400,000 | | |
Proceeds after estimated offering expenses
|
| | | $ | 151,100,000 | | | | | $ | 173,600,000 | | |
Held in trust account(3)
|
| | | $ | 150,000,000 | | | | | $ | 172,500,000 | | |
Percentage of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account
|
| | | $ | 1,100,000 | | | | | $ | 1,100,000 | | |
| | |
Amount
|
| |
Percentage of
Total |
| ||||||
Legal, accounting, due diligence, travel, consulting and other expenses in connection with a search for and consummation of any business combination(6)
|
| | | $ | 400,000 | | | | | | 36.4% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 125,000 | | | | | | 11.4% | | |
Nasdaq continued listing fees
|
| | | | 75,000 | | | | | | 6.8% | | |
Working capital to cover miscellaneous expenses
|
| | | | 500,000 | | | | | | 45.5% | | |
Total
|
| | | $ | 1,100,000 | | | | | | 100.0% | | |
| | |
Without Option to
Purchase Additional Units |
| |
Option to Purchase
Additional Units Exercised |
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.02) | | | | | | (0.02) | | |
Decrease attributable to public shareholders
|
| | | | 0.94 | | | | | | 0.83 | | |
Pro forma net tangible book deficit after this offering and the sale of the private placement warrants
|
| | | | 0.92 | | | | | | 0.81 | | |
Dilution to public shareholders
|
| | | | 9.08 | | | | | | 9.19 | | |
Percentage of dilution to public shareholders
|
| | | | 90.8% | | | | | | 91.9% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Class B ordinary shares(1)
|
| | | | 3,750,500 | | | | | | 20.0% | | | | | $ | 25,000 | | | | | | 0.02% | | | | | $ | 0.006 | | |
Public Shareholders
|
| | | | 15,000,000 | | | | | | 80.0% | | | | | | 150,000,000 | | | | | | 99.98% | | | | | $ | 10.00 | | |
| | | | | 18,750,000 | | | | | | 100.0% | | | | | $ | 150,025,000 | | | | | | 100.0% | | | | | | | | |
| | |
Without Option to Purchase
Additional Units |
| |
Option to Purchase
Additional Units Exercised |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (81,544) | | | | | $ | (81,544) | | |
Net proceeds from this offering and sale of the private placement warrants(1)
|
| | | | 151,100,000 | | | | | | 173,600,000 | | |
Plus: Offering costs accrued for or paid in advance,
excluded from tangible book value before this offering |
| | | | 89,850 | | | | | | 89,850 | | |
Less: Deferred underwriting commissions
|
| | | | (5,250,000) | | | | | | (6,037,500) | | |
Less: Warrant liability
|
| | | | (7,793,333) | | | | | | (8,717,833) | | |
Less: Assumed maximum proceeds available for redemption to effect a business combination(2)
|
| | | | (133,064,972) | | | | | | (153,853,472) | | |
| | | | $ | 5,000,001 | | | | | $ | 5,000,001 | | |
Denominator: | | | | | | | | | | | | | |
Class B ordinary shares outstanding prior to this offering
|
| | | | 4,312,500 | | | | | | 4,312,500 | | |
Class B ordinary shares forfeited if option to purchase additional units is not exercised
|
| | | | (562,500) | | | | | | — | | |
Class A ordinary shares included in the units offered
|
| | | | 15,000,000 | | | | | | 17,250,000 | | |
Less: Maximum Class A ordinary shares that may be redeemed to effect a business combination
|
| | | | (13,306,497) | | | | | | (15,385,347) | | |
| | | | | 5,443,503 | | | | | | 6,177,153 | | |
| | |
April 21, 2021
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Notes payable to related party(2)
|
| | | $ | 50,000 | | | | | $ | — | | |
Warrant liability(4)
|
| | | | — | | | | | | 7,793,333 | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 5,250,000 | | |
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; -0- and 13,260,497 shares are subject to possible redemption, respectively(3)
|
| | | | — | | | | | | 136,420,200 | | |
Shareholders’ Equity (Deficit)
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding, actual and as adjusted |
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 4,312,500 and 3,750,000 shares outstanding, actual and as adjusted, respectively
|
| | | | 431 | | | | | | 375 | | |
Additional paid-in capital (deficit)(5)
|
| | | | 24,569 | | | | | | 2,026,625 | | |
Accumulated deficit(6)
|
| | | | (16,694) | | | | | | (286,894) | | |
Total shareholders’ equity
|
| | | $ | 8,306 | | | | | $ | 1,740,106 | | |
Total capitalization
|
| | | $ | 58,306 | | | | | $ | 151,206,639 | | |
Type of Transaction
|
| |
Whether Shareholder
Approval is Required |
|
Purchase of assets | | |
No
|
|
Purchase of stock of target not involving a merger with the company | | |
No
|
|
Merger of target into a subsidiary of the company | | |
No
|
|
Merger of the company with a target | | |
Yes
|
|
| | | |
Redemptions in Connection
With Our Initial Business Combination |
| |
Other Permitted Purchases of
Public Shares by Our Affiliates |
| |
Redemptions If We Fail to
Complete an Initial Business Combination |
|
|
Calculation of redemption price
|
| | 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 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 | | | If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our initial shareholders, directors, officers, advisors or their affiliates may pay in these transactions. If | | | If we do not complete our initial business combination within 24 months from the closing of this offering, we 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 (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), divided by the number of then issued | |
| | | |
Redemptions in Connection
With Our Initial Business Combination |
| |
Other Permitted Purchases of
Public Shares by Our Affiliates |
| |
Redemptions If We Fail to
Complete an Initial Business Combination |
|
| | | | 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 (net of taxes paid or 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 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. | | | and outstanding public shares. | |
|
Impact to remaining shareholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book 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
|
| |
Terms Under a Rule 419 Offering
|
|
|
Escrow of offering proceeds
|
| | $150,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock & Transfer Company acting as trustee. | | | Approximately $127,575,000 of the offering proceeds 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. | |
|
Investment of net proceeds
|
| | $150,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | 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. | |
|
Receipt of interest on escrowed funds
|
| | Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any income taxes paid or payable and (ii) 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. | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
|
Limitation on fair value or net assets of target business
|
| | We must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the assets held in the trust account (excluding the amount of any deferred underwriting commissions held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
|
Trading of securities issued
|
| | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such day is not a business day, on the next succeeding business day) unless the representatives of the underwriters inform us of their 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 option to purchase additional units 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 option to purchase additional units. The units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | a business combination. During this period, the securities would be held in the escrow or trust account. | |
|
Exercise of the warrants
|
| | The warrants cannot be exercised until 30 days after the completion of our initial business combination. | | | The warrants could be exercised 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. | |
|
Election to remain an investor
|
| | We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to 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 (net of taxes paid or payable), divided by the number of then issued and outstanding public shares, upon the completion of our initial business | | | 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 | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirement to hold a shareholder vote. If we are not required by applicable law or stock exchange listing requirement 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 many 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. 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 a majority of the shareholders who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. | | | require the return of his, her or its investment. If the company has not received the notification by the end of the 45 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. | |
|
Business combination deadline
|
| | If we do not complete an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, | | | 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
|
|
| | | | redeem 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 (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) 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 in all cases subject to the other requirements of applicable law | | | | |
|
Release of funds
|
| | Except for the withdrawal of interest to pay our taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (a) that would affect the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an | | | 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. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | initial business combination within 24 months from the closing of this offering or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. | | | | |
|
Tendering share certificates in connection with a tender offer or redemption rights
|
| | In connection with any vote held to approve a proposed business combination, public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent 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, in each case no later than two business days prior to the initially scheduled vote on the proposal to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. 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 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. | | | Many blank check companies provide that a shareholder can vote against a proposed business combination and check a box on the proxy card indicating that such shareholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such shareholder to arrange for delivery of its share certificates to verify ownership. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Limitation on redemption rights of shareholders holding more than 15% of the Class A ordinary shares that are part of the units sold in this offering if we hold a shareholder vote
|
| | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will 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 to Excess Shares, without our consent. However, we would not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. | | | Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. | |
Name
|
| |
Age
|
| |
Position
|
|
Ari Segal | | | 38 | | |
Chief Executive Officer and Director
|
|
Tomi Kovanen | | | 33 | | |
Chief Operating Officer and Director
|
|
Margaret C. Whitman | | | 64 | | | Director Nominee | |
Steven A. Cohen | | | 58 | | | Director Nominee | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Ari Segal
|
| |
Immortals Gaming Club
Gamers Club Holdings, LLC |
| |
Gaming and esports
Gaming and esports |
| |
Chief Executive Officer
Director |
|
Tomi Kovanen
|
| |
Immortals Gaming Club
Gamers Club Holdings, LLC |
| |
Gaming and esports
Gaming and esports |
| |
Chief Operating Officer
Director |
|
Margaret C. Whitman
|
| |
The Procter & Gamble Company
General Motors Company |
| |
Consumer products
Automotive manufacturing |
| |
Director
Director |
|
Steven A. Cohen
|
| |
The Anschutz Corporation
Anschutz Entertainment Group |
| |
Holding company
Sports and live entertainment |
| |
Executive Vice President
Chief Strategy Officer |
|
| | |
Before Offering
|
| |
After Offering
|
| ||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number of
Ordinary Shares Beneficially Owned(2) |
| |
Approximate
Percentage of Outstanding Ordinary Shares |
| |
Number of
Ordinary Shares Beneficially Owned(2) |
| |
Approximate
Percentage of Outstanding Ordinary Shares |
| ||||||||||||
GEEX Sponsor, LLC(3)(4)
|
| | | | 4,162,500 | | | | | | 96.5% | | | | | | 3,600,000 | | | | | | 19.2% | | |
Ari Segal(3)
|
| | | | 4,195,000 | | | | | | 97.3% | | | | | | 3,632,500 | | | | | | 19.4% | | |
Tomi Kovanen(3)
|
| | | | 4,195,000 | | | | | | 97.3% | | | | | | 3,632,500 | | | | | | 19.4% | | |
Margaret C. Whitman(4)
|
| | | | 32,500 | | | | | | * | | | | | | 32,500 | | | | | | * | | |
Steven A. Cohen(4)
|
| | | | 32,500 | | | | | | * | | | | | | 32,500 | | | | | | * | | |
All officers, directors and director nominees
as a group (four individuals) |
| | | | 4,227,500 | | | | | | 98.0% | | | | | | 3,665,000 | | | | | | 19.5% | | |
| | |
Fair Market Value of Class A Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption Date
(period to expiration of warrants) |
| |
≤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
|
| |||
J.P. Morgan Securities LLC
|
| | | | | | |
William Blair & Company, L.L.C.
|
| | | | | | |
Total
|
| | | | 15,000,000 | | |
| | |
Per unit(1)
|
| |
Total(1)
|
| ||||||||||||||||||
| | |
Without option
to purchase additional units |
| |
With option to
purchase additional units |
| |
Without option
to purchase additional units |
| |
With option
to purchase additional units |
| ||||||||||||
Underwriting Discounts and Commissions paid
by us |
| | | $ | 0.55 | | | | | $ | 0.55 | | | | | $ | 8,250,000 | | | | | $ | 9,487,500 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| Assets: | | | | | | | |
| Current Assets: | | | | | | | |
|
Cash
|
| | | $ | 25,000 | | |
|
Prepaid expenses
|
| | | | 14,856 | | |
|
Total current assets
|
| | | | 39,856 | | |
|
Deferred offering costs associated with the proposed public offering
|
| | | | 89,850 | | |
|
Total assets
|
| | | $ | 129,706 | | |
| Liabilities and Shareholder’s Equity: | | | | | | | |
| Current Liabilities: | | | | | | | |
|
Accrued expenses
|
| | | $ | 10,000 | | |
|
Accrued expenses for deferred offering costs associated with proposed public offering
|
| | | | 61,400 | | |
|
Promissory note – related party
|
| | | | 50,000 | | |
|
Total Liabilities
|
| | | | 121,400 | | |
| Commitments and Contingencies | | | | | | | |
|
Shareholder’s Equity:
|
| | | | | | |
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; none issued and
outstanding |
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares
issued and outstanding(1) |
| | | | 431 | | |
|
Additional paid-in capital
|
| | | | 24,569 | | |
|
Accumulated deficit
|
| | | | (16,694) | | |
|
Total Shareholder’s Equity
|
| | | | 8,306 | | |
|
Total Liabilities and Shareholder’s Equity
|
| | | $ | 129,706 | | |
|
Formation and operational costs
|
| | | $ | 16,694 | | |
|
Net loss
|
| | | $ | (16,694) | | |
|
Weighted average ordinary shares outstanding, basic and diluted(1)
|
| | |
|
3,750,000
|
| |
|
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 – March 22, 2021 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to GEEX Sponsor, LLC(1)
|
| | | | — | | | | | | — | | | | | | 4,312,500 | | | | | | 431 | | | | | | 24,569 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,694) | | | | | | (16,694) | | |
Balance – April 21, 2021
|
| | | | — | | | | | $ | — | | | | | | 4,312,500 | | | | | $ | 431 | | | | | $ | 24,569 | | | | | $ | (16,694) | | | | | $ | 8,306 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (16,694) | | |
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | |
|
Prepaid expenses
|
| | | | 6,694 | | |
|
Accrued expenses
|
| | | | 10,000 | | |
|
Net cash used in operating activities
|
| | | | — | | |
|
Financing Activities
|
| | | | | | |
|
Proceeds from sale of ordinary shares to Sponsor
|
| | | | 25,000 | | |
|
Net cash provided by financing activities
|
| | |
|
25,000
|
| |
|
Net change in cash
|
| | | | 25,000 | | |
|
Cash – beginning of the period
|
| | | | — | | |
|
Cash – end of the period
|
| | |
$
|
25,000
|
| |
| Supplemental disclosure of noncash financing activities: | | | | | | | |
|
Deferred offering costs included in accrued expenses
|
| | | $ | 61,400 | | |
|
Retainers paid by related parties for deferred offering costs as advances of promissory note
|
| | | $ | 50,000 | | |
|
Retainers utilized for deferred offering costs
|
| | | $ | 28,450 | | |
|
J.P. Morgan
|
| |
William Blair
|
|
|
SEC expenses
|
| | | $ | 26,035 | | |
|
FINRA expenses
|
| | | | 36,294 | | |
|
Accounting fees and expenses
|
| | | | 40,000 | | |
|
Printing and engraving expenses
|
| | | | 40,000 | | |
|
Nasdaq listing and filing fees
|
| | | | 75,000 | | |
|
Legal fees and expenses
|
| | | | 350,000 | | |
|
Director & officer liability insurance premiums
|
| | | | 800,000 | | |
|
Miscellaneous
|
| | | | 32,671 | | |
|
Total
|
| | | $ | 1,400,000 | | |
|
Exhibit
|
| |
Description
|
|
| 1.1* | | | Form of Underwriting Agreement | |
| 3.1* | | | Memorandum and Articles of Association | |
| 3.2* | | | Form of Amended and Restated Memorandum and Articles of Association | |
| 4.1* | | | Specimen Unit Certificate | |
| 4.2* | | | Specimen Ordinary Share Certificate | |
| 4.3* | | | Specimen Warrant Certificate | |
| 4.4* | | |
Form of Warrant Agreement between Continental Stock & Transfer Company and the Registrant
|
|
| 5.1* | | | Opinion of Maples and Calder (Cayman) LLP | |
| 5.2* | | | Opinion of Sidley Austin LLP | |
| 10.1* | | | Securities Subscription Agreement, dated as of April 7, 2021, between the Registrant and the Sponsor | |
| 10.2* | | | Promissory Note, dated April 6, 2021 issued to the Registrant | |
| 10.3* | | | Form of Letter Agreement among the Registrant and its officers, directors, director nominees and the Sponsor | |
| 10.4* | | | Form of Investment Management Trust Agreement between Continental Stock & Transfer Company and the Registrant | |
| 10.5* | | | Form of Registration Rights Agreement among the Registrant and certain security holders | |
| 10.6* | | | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor | |
| 10.7* | | | Form of Indemnity Agreement | |
| 14.1* | | | Form of Code of Ethics | |
| 23.1* | | | Consent of BDO USA, LLP | |
| 23.2* | | | Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1) | |
|
Exhibit
|
| |
Description
|
|
| 23.3* | | | Consent of Sidley Austin LLP (included in Exhibit 5.2) | |
| 24.1* | | |
Power of Attorney (included on 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* | | | Consent of Margaret C. Whitman | |
| 99.4* | | | Consent of Steven A. Cohen | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
Ari Segal
|
| |
Chief Executive Officer and Director
(Principal Executive, Financial and Accounting Officer) |
| |
, 2021
|
|
|
Tomi Kovanen
|
| |
Chief Operating Officer and Director
|
| |
, 2021
|
|