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 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
KY1- Cayman Islands |
(Address of Principal Executive Offices) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
• | our being a company with no operating history and no operating revenues; |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial Business Combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination; |
• | our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination; |
• | the ability of our directors and officers to generate a number of potential Business Combination opportunities; |
• | our potential ability to obtain additional financing to complete our initial Business Combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases); |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the sufficiency of and use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance; |
• | the Trust Account not being subject to claims of third parties; and |
• | our financial performance. |
• | Blockchain technology is revolutionizing several industries through digitalization. |
• | There is strong enterprise and consumer demand for natively digitalized systems. |
• | Governments, financial institutions and enterprises have made significant capital investments into developing and rolling out new digitally-enabled infrastructure. |
• | A critical mass of the companies building this future infrastructure use blockchain technology. |
• | An additional ecosystem supporting blockchain infrastructure has emerged, including wallets, exchanges, custodians, settlement systems and transfer agents. |
• | Many private blockchain companies would benefit from public market status, including greater access to lower-cost capital funding that can accelerate achieving sufficient scale. |
• | Further potential exists for public blockchain companies to catalyze growth through vertical and horizontal consolidations. |
• | Deep and global base of blockchain relationships among the leading industry venture capital firms, executives, press, and bankers. |
• | Immersion in the blockchain ecosystem, including with founders, CEOs and management teams of many blockchain unicorns and emerging unicorns. |
• | Globally recognized positions as thought leaders in the internet, financial technology, blockchain and digital currency sectors. |
• | Unique collection of deal-sourcing assets, including the Blockchain Coinvestors Funds, the Blockchain Coinvestors syndicate on AngelList, direct investments, advisory work and community building assets. |
• | Track record of leading, managing or supporting investments in companies to accelerate their growth and maturation, including 300+ venture-based investments led by our team. |
• | Deep and prolific experience in helping private companies prepare and manage the transition to the public markets. |
• | Demonstrated ability to develop and grow companies, both organically and through strategic transactions and acquisitions, and expanding the product range and geographic footprint of a number of target businesses. |
• | Sustained expertise in working with key US and European regulators and in managing highly regulated entities in the United States and Europe. |
• | Leading blockchain-enabled technology with compelling growth prospects |
• | Industry disruptors |
• | Benefit from access to public markets |
• | Strong management teams |
• | Proven products and revenue |
• | We are a newly incorporated 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 Business Combination, which means we may complete our initial Business Combination even though a majority of our Public Shareholders do not support such a combination. |
• | If we seek shareholder approval of our initial Business Combination, our initial shareholders have agreed to vote in favor of such initial Business Combination, regardless of how our Public Shareholders vote. |
• | Your only opportunity to affect the investment decision regarding a potential Business Combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the Business Combination. |
• | 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 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 ability of our shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
• | The requirement that we complete our initial Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a Business Combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our Business Combination on terms that would produce value for our shareholders. |
• | We may not be able to complete our initial Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate and we would redeem our public shares and liquidate, in which case our Public Shareholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. |
• | If the net proceeds of the Initial Public Offering and the sale of the Private Placement Units not being held in the Trust Account are insufficient to allow us to operate for the 18 months following the closing of the Initial Public Offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial Business Combination, and we will depend on loans from our Sponsor, its affiliates or members of our management team to fund our search and to complete our initial Business Combination. |
• | 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 novel coronavirus (“COVID-19”) outbreak. |
• | 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 we seek shareholder approval of our initial Business Combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares 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 Public Shareholder fails to receive notice of our offer to redeem our public shares in connection with our Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | Nasdaq 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. |
• | Our shareholders will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers. |
• | You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | We may be a passive foreign investment company, or PFIC, which could result in adverse U.S. 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. |
• | if the company or business we acquire provides products or services which relate to the facilitation of financial transactions, such as funds or securities settlement system, and such product or service fails or is compromised, we may be subject to claims from both the firms to whom we provide our products and services and the clients they serve; |
• | if we are unable to keep pace with evolving technology and changes in the financial services industry, our revenues and future prospects may decline; |
• | our ability to provide financial products and services to customers may be reduced or eliminated by regulatory changes; |
• | any business or company we acquire could be vulnerable to cyberattack or theft of individual identities or personal data; |
• | difficulties with any products or services we provide could damage our reputation and business; |
• | a failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business; and |
• | we may not be able to protect our intellectual property and we may be subject to infringement claims. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination. |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis |
• | may subordinate the rights of holders of Class A ordinary shares if preference 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; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | 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. |
• | 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. |
• | 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 is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt 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. |
Public Shares |
30,000,000 | |||
Founder Shares |
10,000,000 | |||
Private placement shares |
1,322,000 | |||
Total shares |
41,322,000 | |||
Total funds in trust available for initial Business Combinations |
$ | 306,000,000 | ||
Initial implied value per public share |
$ | 10.20 | ||
Implied value per share upon consummation of initial Business Combination |
$ | 7.13 |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | 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; |
• | 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, natural disasters and wars; and |
• | deterioration of political relations with the United States. |
Name |
Age |
Title | ||
Lou Kerner |
59 | Managing Director, Chief Executive Officer and Director | ||
Matthew C. Le Merle |
60 | Managing Director, Chairman of the Board of Directors | ||
Alison Davis |
60 | Managing Director | ||
Mitchell Mechigian |
28 | Chief Financial Officer | ||
Colin Weil |
55 | Director | ||
Gary Cookhorn |
63 | Director | ||
Rebecca Macieira-Kaufmann |
57 | Director |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | duty to not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Lou Kerner |
Blockchain Coinvestors, LP | Investment | Partner | |||
Matthew C. Le Merle |
Blockchain Coinvestors, LP Fifth Era, LLC Keiretsu Capital, LLC Concept Art House Universal Protocol Alliance Securitize (Europe) |
Investment Investment Investment Digital Entertainment Coalition of Blockchain Companies Digital Asset Platform |
Managing Partner Managing Partner Managing Partner Chair Chair Chair |
Mitchell Mechigian |
Blockchain Coinvestors Fund Manager, LLC | Investment | Chief of Staff | |||
Blockchain Coinvestors Sponsors I, LLC | Investment | Advisor | ||||
Alison Davis |
Blockchain Coinvestors, LP Fifth Era, LLC Keiretsu Capital, LLC Silicon Valley Bank Fiserv Solutions, Inc. Janus Henderson Group Collibra Pacaso Inc. |
Investment Investment Investment Financial Services Financial Services and Technology Financial Services Technology Real Estate Technology |
Managing Partner Managing Partner Managing Partner Director Director Director Director Director | |||
Colin Wiel |
Mynd Management Wildlife Works Carbon Rainforest Capital Management |
Real Estate Management Non-Profit Non-Profit |
Founder, Chair Director Advisor | |||
Gary Cookhorn |
Health2047 Capital Partners BizWorld Accountability Counsel |
Investment Non-Profit Non-Profit |
Member Advisor Director | |||
Rebecca Macieira-Kaufmann |
Revolut Holdings US Inc. Flutterwave, Inc. San Francisco Symphony Senior Jewish Living Group RMK Group, LLC |
Technology Technology Non-Profit Non-Profit Advisory |
Director Director Director Director Member |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a Business Combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial Business Combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Accordingly, such executive officers may have conflicts of interest in allocating time among their various business activities. |
• | Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of our initial Business Combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would 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 18 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if we fail to complete our initial Business Combination within the prescribed time frame. If we do not complete our initial Business Combination, the Private Placement Warrants will expire worthless. Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of our initial Business Combination and (B) subsequent to our initial Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the Private Placement Units will not be transferable until 30 days following the completion of our initial Business Combination. Because each of our executive officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial Business Combination. |
• | Our Sponsor, officers and directors may sponsor, form, or participate in other blank check companies similar to ours during the period in which we are seeking an initial Business Combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our executive officers and directors; and |
• | all our executive officers and directors as a group. |
Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned (2) |
Approximate Percentage of Issued and Outstanding Ordinary Shares |
||||||
Blockchain Coinvestors Acquisition Sponsors I LLC (our sponsor) |
11,172,000 | 27.0 | % | |||||
Matthew C. Le Merle |
11,172,000 | (3) |
27.0 | % | ||||
Lou Kerner |
11,172,000 | (3) |
27.0 | % | ||||
Alison Davis |
11,172,000 | (3) |
27.0 | % | ||||
Colin Wiel |
50,000 | * | ||||||
Gary Cookhorn |
50,000 | * | ||||||
Rebecca Macieira-Kaufmann |
50,000 | * | ||||||
Saba Capital Management, L.P. |
2,556,611 | (4) |
6.2 | % | ||||
All directors, officers and director nominees as a group (7 individuals) |
11,322,000 | 27.4 | % |
* | Less than one percent. |
(1) | This table is based on 41,322,000 ordinary shares outstanding at March 24, 2022, of which 31,322,000 were Class A ordinary shares and 10,000,000 were Class B ordinary shares. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe each person listed above has sole voting and investment power with respect to such shares. Unless otherwise noted, the business address of each of our shareholders is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1104, Cayman Islands. |
(2) | Unless otherwise indicated, the shares referenced in the table above are Class B ordinary shares, par value $0.00009 per share, of the Company, which will convert into Class A ordinary shares on a one-for-one |
(3) | The shares reported above are held in the name of our Sponsor. Messrs. Le Merle and Kerner and Ms. Davis are the managing members of the manager of our Sponsor. As such, each of the Sponsor, Messrs. Le Merle and Kerner and Ms. Davis may be deemed to share beneficial ownership of the ordinary shares held directly by our Sponsor. Messrs. Le Merle and Kerner and Ms. Davis each disclaims any beneficial ownership of the ordinary shares held directly by our Sponsor, and disclaims any beneficial ownership of such shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly. |
(4) | According to a Schedule 13G/A filed with the SEC on February 14, 2022, each of Saba Capital Management, L.P. (“Saba Capital”), Boaz R. Weinstein, and Saba Capital Management GP, LLC (“Saba GP, and collectively, the “Saba Capital Shareholders”) have shared voting and dispositive power over 2,556,611 Class A ordinary shares. Saba Capital is organized as a limited partnership under the laws of the State of Delaware. Saba GP is organized as a limited liability company under the laws of the State of Delaware. Mr. Weinstein is a citizen of the United States. The address of the business office of each of the Saba Capital Shareholders is 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
For the Year ended December 31, 2021 |
For the Year ended December 31, 2020 |
|||||||
Audit Fees (1) |
$ | 128,438 | (5) |
$ | — | |||
Audit-Related Fees (2) |
$ | — | $ | — | ||||
Tax Fees (3) |
$ | — | $ | — | ||||
All Other Fees (4) |
$ | — | $ | — | ||||
Total |
$ | 128,438 | $ | — |
(1) | Audit Fees. year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. |
(2) | Audit-Related Fees year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. |
(3) | Tax Fees |
(4) | All Other Fees |
(5) | Audit fees consist of $33,280 for services provided by Withum and $95,158 for services provided by Marcum. |
* | Filed herewith. |
** | Furnished herewith. |
BLOCKCHAIN COINVESTORS ACQUISITION CORP. I | ||||||
Date: March 31, 2022 | /s/ Lou Kerner | |||||
By: Lou Kerner | ||||||
Title: Chief Executive Officer and Director |
Name |
Position |
Date | ||
/s/ Lou Kerner |
Managing Director, Chief Executive Officer and Director | March 31, 2022 | ||
Lou Kerner | (Principal Executive Officer) | |||
/s/ Mitchell Mechigian |
Chief Financial Officer | March 31, 2022 | ||
Mitchell Mechigian | (Principal Financial and Accounting Officer) | |||
/s/ Matthew C. Le Merle |
Managing Director, Chair of the Board of Directors | March 31, 2022 | ||
Matthew C. Le Merle | ||||
/s/ Gary Cookhorn |
Director | March 31, 2022 | ||
Gary Cookhorn | ||||
/s/ Rebecca Macieira-Kaufmann |
Director | March 31, 2022 | ||
Rebecca Macieira-Kaufmann | ||||
/s/ Colin Wiel |
Director | March 31, 2022 | ||
Colin Wiel |
Page |
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Audited Financial Statements: |
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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 |
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Total current assets |
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Investments held in Trust Account |
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Total Assets |
$ |
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Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: |
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Current liabilities: |
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Accounts payable |
$ | |||
Accrued expenses |
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Total current liabilities |
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Derivative liabilities |
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Deferred underwriting commissions in connection with the initial public offering |
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Total Liabilities |
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Commitments and Contingencies |
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Class A ordinary shares subject to possible redemption; $ |
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Shareholders’ Deficit |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
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Total shareholders’ deficit |
( |
) | ||
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Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
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General and administrative expenses |
$ | |||
General and administrative expenses - related party |
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|
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Loss from operations |
( |
) | ||
Other income (expenses): |
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Change in fair value of derivative liabilities |
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Offering costs associated with derivative liabilities |
( |
) | ||
Income earned on investments held in Trust Account |
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Net loss |
$ | ( |
) | |
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|
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Weighted average number of shares outstanding of Class A ordinary shares, basic and diluted |
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|
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Basic and diluted net loss per share, Class A ordinary shares |
$ | ( |
) | |
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|
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Weighted average number of shares outstanding of Class B ordinary shares, basic and diluted |
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|
|
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Basic and diluted net loss per share, Class B ordinary shares |
$ | ( |
) | |
|
|
Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
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Class A |
Class B |
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Shares |
Amount |
Shares |
Amount |
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Balance - June 11, 2021 (inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Sale of private placement units, net of offering costs |
— | — | — | |||||||||||||||||||||||||
Forfeiture of Class B ordinary shares |
— | — | ( |
) | — | — | — | — | ||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance - December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Offering costs associated with derivative liabilities |
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General and administrative expenses paid by related party under promissory note |
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Change in fair value of derivative liabilities |
( |
) | ||
Income earned on investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accounts payable |
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Accrued expenses |
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|
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Net cash used in operating activities |
( |
) | ||
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|
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Cash Flows from Investing Activities |
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Cash deposited in Trust Account |
( |
) | ||
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|
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Net cash used in investing activities |
( |
) | ||
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|
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Cash Flows from Financing Activities: |
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Proceeds from issuance of ordinary shares to initial shareholders |
||||
Repayment of note payable to related party |
( |
) | ||
Proceeds received from initial public offering, gross |
||||
Proceeds received from private placement units |
||||
Offering costs paid |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
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|
|
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Net change in cash |
||||
Cash - beginning of the period |
||||
|
|
|||
Cash - end of the period |
$ |
|||
|
|
|||
Supplemental disclosure of noncash financing activities: |
||||
Offering costs included in accrued expenses |
$ | |||
Offering costs included in accounts payable |
$ | |||
Offering costs paid by related party under promissory note |
$ | |||
Deferred underwriting commissions in connection with the initial public offering |
$ |
• | 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. |
For The Period From June 11, 2021 (Inception) Through December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net income 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 |
$ | ( |
$ | ( |
||||
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 of Class A ordinary shares subject to possible redemption amount |
||||
|
|
|||
Class A ordinary shares subject to possible redemption |
$ | |||
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the Redemption Reference Price equals or exceeds $18.00 per share (as adjusted). |
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 - Money market fund |
$ | |
$ | $ | |
|||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities - Public Warrants |
$ | $ | $ | |||||||||
Derivative warrant liabilities - Private Warrants |
$ | $ | $ |
At initial issuance |
December 31, 2021 |
|||||||
Exercise price |
$ | $ | ||||||
Stock price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Term (years) |
||||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Derivative warrant liabilities at June 11, 2021 (inception) |
$ | |||
Issuance of Public and Private Warrants |
||||
Change in fair value of derivative warrant liabilities |
||||
|
|
|||
Derivative warrant liabilities at December 31, 2021 |
$ | |||
|
|