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) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
and one-half of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
ITEM 1. |
FINANCIAL STATEMENTS |
June 30, 2022 |
December 31, 2021 |
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(Unaudited) |
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Assets: |
||||||||
Current assets: |
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Cash |
$ | $ | — | |||||
Prepaid expenses |
— | |||||||
Total current assets |
— | |||||||
Non-current assets: |
||||||||
Deferred offering costs associated with initial public offering |
— | |||||||
Investments held in Trust Account |
— | |||||||
Total non-current assets |
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Total Assets |
$ |
$ |
||||||
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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Non-current liabilities: |
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Derivative liability |
— | |||||||
Overfunding loan |
— | |||||||
Deferred underwriting commissions and advisory fees |
— | |||||||
Total non-current liabilities |
— | |||||||
Total Liabilities |
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Commitments and Contingencies |
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Class A ordinary shares; $ |
— | |||||||
Shareholders’ Deficit: |
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Preference shares, $ |
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Class A ordinary shares, $ non-redeemable shares issued or outstanding |
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Class B ordinary shares, $ (1)(2) |
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Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total shareholders’ deficit |
( |
) | ( |
) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
$ |
||||||
(1) |
This number includes up to Over is not exercised in full or in part by the underwriter— Allotment Option. On July 20, 2022, the Company sold an additional (see Note 4). — — Option. On August 9, 2022, following the expiration of the remaining Over— Allotment Option, the Sponsor forfeited |
(2) |
The numbers at December 31, 2021 have been retroactively restated to reflect the share surrenders of |
For the Three Months Ended June 30, 2022 |
For the Six Months Ended June 30, 2022 |
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General and administrative expenses |
$ | $ | ||||||
Loss from operations |
( |
) | ( |
) | ||||
Other income: |
||||||||
Income from investments held in Trust Account |
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Total other income |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
Basic and diluted weighted average shares outstanding, Class A ordinary shares |
||||||||
Basic and diluted net loss per share, Class A ordinary shares |
$ | ( |
) | $ | ( |
) | ||
Basic and diluted weighted average shares outstanding, Class B ordinary shares (1)(2) |
||||||||
Basic and diluted net loss per share, Class B ordinary shares |
$ | ( |
) | $ | ( |
) | ||
(1) |
This number excludes up to Over-Allotment Option is not exercised in full or in part by the underwriter. On July 20, 2022, the Company sold an additional (see Note 4). 9 , 2022, following the expiration of the remaining Over-Allotment Option, the Sponsor forfeited |
(2) |
The numbers at December 31, 2021 have been retroactively restated to reflect the share surrenders of |
Class B Ordinary Shares (1)(2) |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
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Shares |
Amount |
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Balance - December 31, 2021 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance - March 31, 2022 (unaudited) |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
Sale of private placement warrants to Sponsor in private placement |
— | — | — | |||||||||||||||||
Fair value of warrants included in the Units sold in the Initial Public Offering |
— | — | — | |||||||||||||||||
Offering costs associated with issuance of warrants as part of the Units in the Initial Public Offering |
— | — | ( |
) | — | ( |
) | |||||||||||||
Accretion for Class A ordinary shares to redemption amount |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance - June 30, 2022 (unaudited) |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | |||||||||||
(1) |
This number includes up to Over-Allotment Option is not exercised in full or in part by the underwriter. On July 20, 2022, the Company sold an additional (see Note 4). Option. On August 9, 2022, following the expiration of the remaining Over-Allotment Option, the Sponsor forfeited |
(2) |
The numbers at December 31, 2021 have been retroactively restated to reflect the share surrenders of |
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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Income from investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable |
||||
Accrued expenses |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities: |
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Cash deposited in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
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Proceeds from note payable to related party |
||||
Repayment of note payable to related party |
( |
) | ||
Reimbursement from underwriter |
||||
Proceeds received from Overfunding Loan |
||||
Proceeds received from initial public offering, gross |
||||
Proceeds received 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: |
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Offering costs included in accounts payable |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Deferred underwriting commissions and advisory fees |
$ | |||
Reversal of previous accrued offering costs |
$ |
• | 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. |
As of June 30, 2022 |
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Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Proceeds allocated to Over-Allotment Option |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Class A ordinary shares subject to possible redemption |
$ |
|||
|
|
For the Three Months Ended June 30, 2022 |
For the Six Months Ended June 30, 2022 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net loss per ordinary share: |
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Numerator: |
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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 redemption, the “30-day redemption period”; and |
• | if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ within a ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account – Money Market Fund |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
Derivative liability – Over- Allotment Option |
$ | $ | $ |
As of June 28, 2022 |
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Exercise price |
$ | |||
Stock price |
$ | |||
Volatility |
% | |||
Expected life (years) |
||||
Risk-free rate |
% | |||
Dividend yield |
% |
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 1. |
LEGAL PROCEEDINGS |
ITEM 1A. |
RISK FACTORS |
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
ITEM 4. |
MINE SAFETY DISCLOSURES |
ITEM 5. |
OTHER INFORMATION |
ITEM 6. |
EXHIBITS |
Date: August 11, 2022 |
SK GROWTH OPPORTUNITIES CORPORATION | |||
By: |
/s/ Richard Chin | |||
Name: Richard Chin | ||||
Title: Chief Executive Officer |