10-K/A
| | Cayman Islands | | | 98-1580814 | |
| | (State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) | |
| PO Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands | | | N/A | |
| | (Address of principal executive offices) | | | (Zip Code) | |
| | Title of Each Class: | | | Trading Symbol(s) | | | Name of Each Exchange on Which Registered: | |
| | Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant | | | BTAQU | | | The NASDAQ Stock Market LLC | |
| | Class A Ordinary Shares, par value $0.0001 per share | | | BTAQ | | | The NASDAQ Stock Market LLC | |
| | Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share | | | BTAQW | | | The NASDAQ Stock Market LLC | |
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| | Large accelerated filer ☐ | | Accelerated filer ☐ | ||||
| | Non-accelerated filer ☒ | | Smaller reporting company ☒ | ||||
| | Emerging growth company ☒ | | | |
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| PART II | | | | | | | | | ||||
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| PART III | | | | | | | | | ||||
| Item 10. | | | | | | | | |||||
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| PART IV | | | | | | | | | ||||
| Item 15. | | | | | | | | |||||
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Software and tech-enabled companies globally have been and will remain an important player in the tectonic shift towards digital transformation. Software continues to be in a secular growth cycle supported by sustainable and long-term expansion. Many developed and emerging countries have access to a well-trained, skilled and affordable engineering talent pool for the sector. Against this backdrop, it is not surprising that venture capital has been very active in the space. From 2014 to June 2020, $307 billion in venture funding has been deployed globally in the software sector with a significant portion of that capital supporting later
Management believes the inability for smaller but successful technology companies to raise capital through regular way IPOs or the bank market creates a long-term investment opportunity. We believe this group of companies is overlooked by the capital markets and offer significant potential upside for investors, presenting a compelling opportunity for growth and value creation.
Strategy
Operational
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Other Acquisition Considerations
We may, in connection with our initial business combination or earlier, and subject to requisite shareholder approval under the Companies Law, transfer by way of continuation (migrate) to a different jurisdiction, including, for example, the jurisdiction in which the target company or business is located.
Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
Effecting Our Initial Business Combination
In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of the 80% of net assets test. There is no basis for investors in our initial public offering to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination.
Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that such additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
The purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our initial business combination that may not otherwise have been possible.
Redemption Rights for Public Shareholders Upon Completion of our Initial Business Combination
If, however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:
Limitation on Redemption Upon Completion of Our Initial Business Combination if We Seek Shareholder Approval
The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.
Our sponsor, officers and directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (A) modify 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 do not complete our initial business combination within 18 months from the closing of our initial public offering (or up to 24 months from the closing of our initial public offering if we extend the period of time to consummate a business combination, as described in more detail in this report) or (B) with respect to any other material provisions relating to shareholders’ rights prior to the initial business combination or pre-initial business combination activity, in either case unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then-outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the
In the event that the proceeds in the trust account are reduced below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.05 per share.
Amended and Restated Memorandum and Articles of Association
Indemnity
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
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Summary of Risk Factors
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.
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, in which case our public shareholders may only receive $10.05 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
If we seek shareholder approval of our initial business combination, our sponsor, directors, 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 ordinary shares.
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.
If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
If funds available to us outside of the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination. If we are unable to obtain these loans, we may not be able to complete our initial business combination.
Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account, as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account or as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is
If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.
If we are unable to consummate our initial business combination within 18 months of the closing of our initial public offering, our public shareholders may be forced to wait beyond such 18 months before redemption from our trust account.
We have not registered the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
Past performance by our management team and senior special advisor and their respective affiliates may not be indicative of future performance of an investment in us.
shareholders may receive only approximately $10.05$10.05 per share on the liquidation of our trust account and our warrants will expire worthless.
We may seek acquisition opportunities with a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues or earnings, intense competition and difficulties in obtaining or retaining key personnel.
We may issue a substantial number of additional ordinary shares, and may issue preference shares, in order to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. However, our amended and restated memorandum and articles of association provides, among other things, that prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. The issuance of additional ordinary shares or preference shares:
Although our PFIC status is determined annually, an initial determination that our company is a PFIC will generally apply for subsequent taxable years to a U.S. Holder that held our ordinary shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent taxable years. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our securities and, in the case of our ordinary shares, the U.S. Holder did not (i) make a timely “qualified electing fund” (“(“QEF”) election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) ordinary shares, (ii) a QEF election in a subsequent taxable year along with a deemed sale (or purging) election, or (iii) a “mark-to-market” election, each as described below, such U.S. Holder generally will be subject to special rules with respect to:
The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. As discussed above, a QEF election may not be made with respect to our warrants. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could suffer the adverse PFIC tax consequences described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. Upon request, we will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. However, there is no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide the required information. Currently, the effects of a mark-to-market election on, and the application of such an election to, lower-tier PFICs are not clear. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.
Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.05$10.05 per share (based on the balance of our trust account as of December 31, 2020), or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
In addition, the officers and directors of an initial business combination candidate may resign upon completion of our initial business combination. The departure of an initial business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an initial business combination candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an initial business combination candidate’s management team will remain associated with the initial business combination candidate following our initial business combination, it is possible that members of the management of an initial business combination candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination.
Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-initial business combination activity,
Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.
Additionally, we are a “smaller reporting company,” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.
Outbreaks of civil and political unrest and acts of terrorism have occurred in countries in Europe and the Middle East, including countries close to or where we may seek an acquisition. Continued or escalated civil and political unrest and acts of terrorism in the countries in which we may operate could result in our curtailing operations or delays in project completions. In the event that countries in which we may operate experience civil or political unrest or acts of terrorism, especially in events where such unrest leads to an unseating of the established government, our operations could be materially impaired. Our potential international operations may also be adversely affected, directly or indirectly, by laws, policies, and regulations of the United States affecting foreign trade and taxation, including U.S. trade sanctions. Realization of any of the factors listed above could materially and adversely affect our financial condition, results of operations, or cash flows.
There are risks related to the software and Internet technology industries to which we may be subject.
None.
None.
None.
If the company anticipates that it may not be able to consummate a business combination within 18 months, the company may extend the combination period. In order to extend the time available for the company to consummate a business combination, the sponsor or its affiliate or designees must deposit into the trust account approximately $1.1 million ($0.033 per public share), on or prior to the date of the applicable deadline, for each monthly extension, up to an aggregate of approximately $6.8 million, or $0.198 per public share, if the company effects extension for up to six months in aggregate.
Class A Ordinary Shares Subject to Possible Redemption
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.
| 10-K/A. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. |
None.
Evaluation of Disclosure Controls and Procedures
Annual Report, as the circumstances that led to the restatement of our financial statements described in this Annual Report had not yet been identified. Due solely to the events that led to our restatement of our financial statements, management has made changes in internal controls related to the accounting for warrants issued in connection with our initial public offering, as described in Note 2 to the Notes to Financial Statements entitled “Restatement of Previously Issued Financial Statements.” In light of the material weakness that we identified, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Management’s Report
This report doesaccounting for warrants and restated our financial statements to reclassify the Company’s public warrants and placement warrants as described in the Explanatory Note to this Annual Report. However, the non-cash adjustments to the financial statements do not include a report of management’s assessment regarding internal control over financial reportingimpact the amounts previously reported for our cash and cash equivalents, total assets, revenue or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
| reporting, as the circumstances that led to the restatement of our financial statements described in this Annual Report had not yet been identified. In light of the restatement of the financial statements included in this Annual Report, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Item 9B. Other Information None. 64 |
None.
Item 10. Directors, Executive Officers and Corporate Governance |
Directors and Executive Officers
| Name | | | Age | | | Title | |
| Leo Apotheker | | | 67 | | | Co-Chief Executive Officer, Chairman of the Board and Director | |
| Jim Mackey | | | 50 | | | Co-Chief Executive Officer, Chief Financial Officer, Secretary and Director | |
| Franck Cohen | | | 61 | | | Director | |
| Hervé Couturier | | | 62 | | | Director | |
| Raj Dani | | | 51 | | | Director | |
| Melissa Di Donato Roos | | | 48 | | | Director | |
Jim Mackey, one of our Co-CEOs, our CFO and Secretary, and a Director since our incorporation, worked as a Managing Director and the Chairman of the Software, Technology Investment Banking Group at Citigroup from October 2018 to May 2020. Mr. Mackey advised some of the leading enterprise software companies on potential M&A strategies, IPOs and debt placements. While at Citigroup, Mr. Mackey became a licensed Securities Principal and passed the SIE, 63, 79 and 24 exams. Prior to Citigroup, Mr. Mackey served in senior leadership roles at SAP, OpenText and BlackBerry. Mr. Mackey joined BlackBerry as an Executive Vice President, Executive Operations in December 2013 to help transform BlackBerry into a software-oriented company. During Mr. Mackey’s tenure at BlackBerry, he led and executed six acquisitions that transformed the company and evolved its mobile device management portfolio into a leading unified endpoint management portfolio. At BlackBerry, Mr. Mackey managed numerous functions, including overall
Mr. Cohen is well-qualified to serve as a Director due to his extensive operational experience, and his experience in dealing with strategic matters of technology companies on a global scale.
Ms. Di Donato currently sits on the board of directors of The Data Science Institute and Notion Capital, a venture capital firm that funds early-stage, fast-growing European SaaS and enterprise tech companies. An ardent supporter of diversity and inclusion, Ms. Di Donato also serves as the Technology Group Chair of the 30% Club, an organization with the goal of achieving 30% female directors on S&P 100 boards by 2023.
Audit Committee
We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
Compensation Committee Interlocks and Insider Participation
Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such director or officer is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our directors or officers becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provides that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction in which he or she is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote thereon by the Board of Directors. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination.
| | Entity | | | Entity’s Business | | | Affiliation | | ||||
| Leo Apotheker | | | P2 Energy Solutions | | | Software and Data | | | | | Director | | |
| | | | Unit4 | | | Enterprise Software | | | | | Director | | |
| | | | Syncron | | | Enterprise Software | | | | | Director | | |
| | | | Taulia | | | Capital Management | | | | | Director | | |
| | | | Schneider SE | | | Electrical Equipment | | | | | Director | | |
| | | | Nice Ltd. | | | Enterprise Software | | | | | Director | | |
| | | Appway AG | | | Enterprise Software | | | | | Director | | | |
| Franck Cohen | | | Trackunit | | | Telematics | | | | | Chairman | | |
| | | | Geektime | | | Online News Portal | | | | | Chairman | | |
| | | | SUSE | | | Open Source Software | | | | | Director | | |
| | | | Antuit | | | Software and Data | | | | | Director | | |
| | | | Acumatica | | | Software and Data | | | | | Director | | |
| | | | Beqom | | | Enterprise Software | | | | | Director | | |
| | | | Qvantel | | | Enterprise Software | | | | | Director | | |
| | | | Omada | | | Software and Data | | | | | Director | | |
| Hervé Couturier | | | Kerney Partners | | | Consulting | | | | | President | | |
| | | | Sabre | | | Software and Data | | | | | Director | | |
| | | | SimCorp A/S | | | Enterprise Software | | | | | Director | | |
| | | | Infovista Inc. | | | Enterprise Software | | | | | Director | | |
| | | | Unit4 | | | Enterprise Software | | | | | Director | | |
| | | | Sportradar AG | | | Software and Data | | | | | Director | | |
| | | | Kyriba Corp. | | | Software and Data | | | | | Director | | |
| | | | Odigo SAS | | | Enterprise Software | | | | | Director | | |
| Raj Dani | | | Ping Identity Corporation | | | Software and Data | | | | | CFO | | |
| Melissa Di Donato Roos | | | SUSE | | | Open Source Software | | | | | CEO | | |
| | | | Uccelli UK | | | Technology Consulting | | | | | Director | ||
Accordingly, if any of the above officers or directors become aware of a business combination opportunity which is suitable for any of the above entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our initial business combination, because, although many of the foregoing entities are involved in the technology industry broadly defined, the specific industry focuses of a majority of these entities differ from our focus on financial technology businesses and the type or size of the transaction that such companies would most likely consider are of a size and nature substantially different than what we are targeting.
Executive Compensation |
Compensation Discussion and Analysis
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.
| Class A Ordinary Shares | Class B Ordinary Shares | Approximate | ||||||||||||||||||
| Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Percentage of Outstanding Ordinary Shares | |||||||||||||||
| Burgundy Technology Sponsor Limited (our sponsor) (1)(2) | 1,062,500 | 2.99 | % | 8,625,000 | 100 | % | 21.92 | % | ||||||||||||
| Leo Apotheker (1)(2) | 1,062,500 | 2.99 | % | 8,625,000 | 100 | % | 21.92 | % | ||||||||||||
| Jim Mackey (1)(2) | 1,062,500 | 2.99 | % | 8,625,000 | 100 | % | 21.92 | % | ||||||||||||
| All officers and directors as a group (six individuals) | 1,062,500 | 2.99 | % | 8,625,000 | 100 | % | 21.92 | % | ||||||||||||
| Other 5% Shareholders | ||||||||||||||||||||
| Castle Creek Arbitrage, LLC (3) | 2,780,000 | 7.82 | % | — | — | 6.29 | % | |||||||||||||
| Magnetar Financial LLC (4) | 2,417,952 | 6.80 | % | — | — | 5.47 | % | |||||||||||||
| Linden Advisors LP (5) | 2,000,000 | 5.62 | % | — | — | 4.53 | % | |||||||||||||
| Citadel Advisors LLC (6) | 1,800,000 | 5.06 | % | — | — | 4.07 | % | |||||||||||||
| | | | Class A Ordinary Shares | | | Class B Ordinary Shares | | | Approximate Percentage of Outstanding Ordinary Shares | | |||||||||||||||||||||
| Name and Address of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | ||||||||||||||||||
Burgundy Technology Sponsor Limited (our sponsor)(1)(2) | | | | | 1,062,500 | | | | | | 2.99% | | | | | | 8,625,000 | | | | | | 100% | | | | | | 21.92% | | |
Leo Apotheker(1)(2) | | | | | 1,062,500 | | | | | | 2.99% | | | | | | 8,625,000 | | | | | | 100% | | | | | | 21.92% | | |
Jim Mackey(1)(2) | | | | | 1,062,500 | | | | | | 2.99% | | | | | | 8,625,000 | | | | | | 100% | | | | | | 21.92% | | |
| All officers and directors as a group (six individuals) | | | | | 1,062,500 | | | | | | 2.99% | | | | | | 8,625,000 | | | | | | 100% | | | | | | 21.92% | | |
| Other 5% Shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Castle Creek Arbitrage, LLC(3) | | | | | 2,780,000 | | | | | | 7.82% | | | | | | — | | | | | | — | | | | | | 6.29% | | |
Magnetar Financial LLC(4) | | | | | 2,417,952 | | | | | | 6.80% | | | | | | — | | | | | | — | | | | | | 5.47% | | |
Linden Advisors LP(5) | | | | | 2,000,000 | | | | | | 5.62% | | | | | | — | | | | | | — | | | | | | 4.53% | | |
Citadel Advisors LLC(6) | | | | | 1,800,000 | | | | | | 5.06% | | | | | | — | | | | | | — | | | | | | 4.07% | | |
Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews, on a quarterly basis, all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
In addition, our audit committee, pursuant to a written charter that we have adopted, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee is required to approve a related party transaction. A form of the audit committee charter that we plan to adopted prior to the consummation of our initial public offering is filed as an exhibit to the registration statement of which the initial public offering prospectus is a part. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.
| | | | |||
| | Financial Statements: | | | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | |
| | Exhibit No. | | | Description | |
| 1.1 | | | | ||
| 3.1 | | | | ||
| 4.1 | | | | ||
| 4.2 | | | | ||
| 4.3 | | | | ||
| 4.4 | | | | ||
| 4.5 | | | | ||
| 10.1 | | | | ||
| 10.2 | | | | ||
| 10.3 | | | | ||
| 10.4 | | | | ||
| 10.5 | | | | ||
| 10.6 | | | | ||
| 10.7 | | | | ||
| 14.1 | | | | ||
| 31.1 | | | | ||
| 31.2 | | | | ||
| 32.1 | | | | ||
| 32.2 | | | | ||
| | 101.INS | | | XBRL Instance Document* | |
| | 101.SCH | | | XBRL Taxonomy Extension Schema* | |
| | 101.CAL | | | XBRL Taxonomy Calculation Linkbase* | |
| | 101.LAB | | | XBRL Taxonomy Label Linkbase* | |
| | 101.PRE | | | XBRL Definition Linkbase Document* | |
| | 101.DEF | | | XBRL Definition Linkbase Document* | |
| |
| June 4, 2021 | | | Burgundy Technology Acquisition Corporation | |||||
| | ||||||||
| | | | | By: | | | /s/ Leo Apotheker | |
| | | | | Name: | | | Leo Apotheker | |
| | | | | Title: | | | Chief Executive Officer (Principal Executive Officer) | |
| Name | | Position | | | Date | | |
/s/ Leo Apotheker Leo Apotheker | | | Chief Executive Officer and Director | ||||
(Principal Executive Officer) | | | June 4, 2021 | | |||
| | | | | | | | |
/s/ James Scott Mackey James Scott Mackey | | | Chief Financial Officer and Director | ||||
(Principal Financial and Accounting Officer) | | | June 4, 2021 | | |||
| | | | | | | | |
/s/ Franck Cohen Franck Cohen | | | Director | | June 4, 2021 | | |
| | | | | | | | |
/s/ Hervé Couturier Hervé Couturier | | | Director | | June 4, 2021 | | |
| | | | | | | | |
/s/ Raj Dani Raj Dani | | | Director | | June 4, 2021 | | |
| | | | | | | | |
/s/ Melissa Di Donato Roos | |||||||
Melissa Di Donato Roos | | | Director | | | June 4, 2021 | |
| | | | | | | | |
| | | | | | F-2 | | | |
| | ||||||||
| | | | | F-3 | | |||
| | ||||||||
| | | | | F-4 | | |||
| | ||||||||
| | | | | F-5 | | |||
| | ||||||||
| | | | | F-6 | | |||
| | ||||||||
| | | | | F-7 | | |
F-1
March 23,
F-2
| Assets | ||||
| Current assets: | ||||
| Cash | $ | 974,815 | ||
| Prepaid expenses | 136,636 | |||
| Total current assets | 1,111,451 | |||
| Investments held in Trust Account | 346,736,767 | |||
| Total assets | $ | 347,848,218 | ||
| Liabilities and Shareholders' Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 9,352 | ||
| Accrued expenses | 80,000 | |||
| Total current liabilities | 89,352 | |||
| Deferred underwriting commissions | 12,075,000 | |||
| Total liabilities | 12,164,352 | |||
| Commitments and Contingencies | ||||
| Class A ordinary shares, $0.0001 par value; 32,903,867 shares subject to possible redemption at $10.05 per share | 330,683,863 | |||
| Shareholders' Equity: | ||||
| Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | - | |||
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,658,633 shares issued and outstanding (excluding 32,903,867 shares subject to possible redemption) | 266 | |||
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding | 863 | |||
| Additional paid-in capital | 5,335,162 | |||
| Accumulated deficit | (336,288 | ) | ||
| Total shareholders' equity | 5,000,003 | |||
| Total Liabilities and Shareholders' Equity | $ | 347,848,218 | ||
| | Assets | | | | | | | |
| | Current assets: | | | | | | | |
| | Cash | | | | $ | 974,815 | | |
| | Prepaid expenses | | | | | 136,636 | | |
| | Total current assets | | | | | 1,111,451 | | |
| | Investments held in Trust Account | | | | | 346,736,767 | | |
| | Total assets | | | | $ | 347,848,218 | | |
| | Liabilities and Shareholders’ Equity | | | | | | | |
| | Current liabilities: | | | | | | | |
| | Accounts payable | | | | $ | 9,352 | | |
| | Accrued expenses | | | | | 80,000 | | |
| | Total current liabilities | | | | | 89,352 | | |
| | Derivative warrant liabilities | | | | | 34,081,880 | | |
| | Deferred underwriting commissions | | | | | 12,075,000 | | |
| | Total liabilities | | | | | 46,246,232 | | |
| | Commitments and Contingencies | | | | | | | |
| | Class A ordinary shares, $0.0001 par value; 29,512,635 shares subject to possible redemption at $10.05 per share | | | | | 296,601,983 | | |
| | Shareholders’ Equity: | | | | | | | |
| | Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | | | | | — | | |
| | Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 6,049,865 shares issued and outstanding (excluding 29,512,635 shares subject to possible redemption) | | | | | 605 | | |
| | Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding | | | | | 863 | | |
| | Additional paid-in capital | | | | | 20,885,583 | | |
| | Accumulated deficit | | | | | (15,887,048) | | |
| | Total shareholders’ equity | | | | | 5,000,003 | | �� |
| | Total Liabilities and Shareholders’ Equity | | | | $ | 347,848,218 | | |
F-3
| Operating expenses: | ||||
| General and administrative expenses | $ | 348,055 | ||
| Loss from operations | (348,055 | ) | ||
| Other income: | ||||
| Gain on marketable securities, dividends and interest held in Trust Account | 11,767 | |||
| Total other income | 11,767 | |||
| Net loss | $ | (336,288 | ) | |
| Weighted average Class A ordinary shares outstanding, basic and diluted | 34,881,967 | |||
| Basic and diluted net income per ordinary share, Class A | $ | 0.00 | ||
| Weighted average Class B ordinary shares outstanding, basic and diluted | 8,079,208 | |||
| Basic and diluted net loss per ordinary share, Class B | $ | (0.04 | ) |
| | Operating expenses: | | | | | | | |
| | General and administrative expenses | | | | $ | 348,055 | | |
| | Loss from operations | | | | | (348,055) | | |
| | Other income (loss): | | | | | | | |
| | Change in fair value of derivative warrant liabilities | | | | | (14,591,250) | | |
| | Financing costs - derivative warrant liabilities | | | | | (959,510) | | |
| | Investment income from the Trust Account | | | | | 11,767 | | |
| | Total other income (loss) | | | | | (15,538,993) | | |
| | Net loss | | | | $ | (15,887,048) | | |
| | Weighted average Class A ordinary shares outstanding, basic and diluted | | | | | 34,881,967 | | |
| | Basic and diluted net income per ordinary share, Class A | | | | $ | 0.00 | | |
| | Weighted average Class B ordinary shares outstanding, basic and diluted | | | | | 8,079,208 | | |
| | Basic and diluted net loss per ordinary share, Class B | | | | $ | (1.97) | | |
F-4
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||||||||||
| Preference shares | Class A | Class B | Paid-in | Accumulated | Shareholders' | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance - June 4, 2020 (inception) | - | $ | - | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||||||
| Issuance of Class B ordinary shares to Sponsor | - | - | - | - | 8,625,000 | 863 | 24,137 | - | 25,000 | |||||||||||||||||||||||||||
| Sale of units in initial public offering, gross | - | - | 34,500,000 | 3,450 | - | - | 344,996,550 | - | 345,000,000 | |||||||||||||||||||||||||||
| Offering costs | - | - | - | - | - | - | (19,629,846 | ) | - | (19,629,846 | ) | |||||||||||||||||||||||||
| Sale of private placement units to Sponsor in private placement | - | - | 1,062,500 | 106 | - | - | 10,624,894 | - | 10,625,000 | |||||||||||||||||||||||||||
| Class A ordinary shares subject to possible redemption | - | - | (32,903,867 | ) | (3,290 | ) | - | - | (330,680,573 | ) | - | (330,683,863 | ) | |||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | (336,288 | ) | (336,288 | ) | |||||||||||||||||||||||||
| Balance - December 31, 2020 | - | $ | - | 2,658,633 | $ | 266 | 8,625,000 | $ | 863 | $ | 5,335,162 | $ | (336,288 | ) | $ | 5,000,003 | ||||||||||||||||||||
| | | | Preference shares | | | Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders’ Equity | | |||||||||||||||||||||||||||||||||||||||
| | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||||||||||
| Balance – June 4, 2020 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to sponsor | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,625,000 | | | | | | 863 | | | | | | 24,137 | | | | | | — | | | | | | 25,000 | | |
Sale of units in initial public offering, less fair value of public warrants | | | | | — | | | | | | — | | | | | | 34,500,000 | | | | | | 3,450 | | | | | | — | | | | | | — | | | | | | 326,366,550 | | | | | | — | | | | | | 326,370,000 | | |
| Offering costs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,670,336) | | | | | | — | | | | | | (18,670,336) | | |
| Sale of private placement units, less fair value of private placement warrants | | | | | — | | | | | | — | | | | | | 1,062,500 | | | | | | 106 | | | | | | — | | | | | | — | | | | | | 9,764,264 | | | | | | — | | | | | | 9,764,370 | | |
| Class A ordinary shares subject to possible redemption | | | | | — | | | | | | — | | | | | | (29,512,635) | | | | | | (2,951) | | | | | | — | | | | | | — | | | | | | (296,599,032) | | | | | | — | | | | | | (296,601,983) | | |
| Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,887,048) | | | | | | (15,887,048) | | |
| Balance – December 31, 2020 | | | | | — | | | | | $ | — | | | | | | 6,049,865 | | | | | $ | 605 | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 20,885,583 | | | | | $ | (15,887,048) | | | | | $ | 5,000,003 | | |
| Cash Flows from Operating Activities: | ||||
| Net loss | $ | (336,288 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Gain on marketable securities, dividends and interest held in Trust Account | (11,767 | ) | ||
| General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 19,800 | |||
| General and administrative expenses paid by Sponsor under promissory note | 11,055 | |||
| Changes in operating assets and liabilities: | ||||
| Prepaid expenses | (136,636 | ) | ||
| Accounts payable | 9,352 | |||
| Accrued expenses | 5,000 | |||
| Net cash used in operating activities | (439,484 | ) | ||
| Cash Flows from Investing Activities: | ||||
| Cash deposited in Trust Account | (346,725,000 | ) | ||
| Net cash used in investing activities | (346,725,000 | ) | ||
| Cash Flows from Financing Activities: | ||||
| Proceeds from note payable to related party | 92,208 | |||
| Repayment of note payable to related party | (188,213 | ) | ||
| Proceeds received from initial public offering, gross | 345,000,000 | |||
| Proceeds received from private placement | 10,625,000 | |||
| Offering costs paid | (7,389,696 | ) | ||
| Net cash provided by financing activities | 348,139,299 | |||
| Net change in cash | 974,815 | |||
| Cash - beginning of the period | - | |||
| Cash - end of the period | $ | 974,815 | ||
| Supplemental disclosure of noncash investing and financing activities: | ||||
| Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 5,200 | ||
| Offering costs included in accrued expenses | $ | 75,000 | ||
| Offering costs funded with note payable | $ | 84,950 | ||
| Deferred underwriting commissions | $ | 12,075,000 | ||
| Initial value of Class A ordinary shares subject to possible redemption | $ | 287,336,897 | ||
| Change in initial value of Class A ordinary shares subject to possible redemption | $ | 43,346,967 |
| | Cash Flows from Operating Activities: | | | | | | | |
| | Net loss | | | | $ | (15,887,048) | | |
| | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
| | Change in the fair value of derivative warrant liabilities | | | | | 14,591,250 | | |
| | Financing costs - derivative warrant liabilities | | | | | 959,510 | | |
| | Investment income from the Trust Account | | | | | (11,767) | | |
| | General and administrative expenses paid by sponsor in exchange for issuance of Class B ordinary shares | | | | | 19,800 | | |
| | General and administrative expenses paid by sponsor under promissory note | | | | | 11,055 | | |
| | Changes in operating assets and liabilities: | | | | | | | |
| | Prepaid expenses | | | | | (136,636) | | |
| | Accounts payable | | | | | 9,352 | | |
| | Accrued expenses | | | | | 5,000 | | |
| | Net cash used in operating activities | | | | | (439,484) | | |
| | Cash Flows from Investing Activities: | | | | | | | |
| | Cash deposited in Trust Account | | | | | (346,725,000) | | |
| | Net cash used in investing activities | | | | | (346,725,000) | | |
| | Cash Flows from Financing Activities: | | | | | | | |
| | Proceeds from note payable to related party | | | | | 92,208 | | |
| | Repayment of note payable to related party | | | | | (188,213) | | |
| | Proceeds received from initial public offering, gross | | | | | 345,000,000 | | |
| | Proceeds received from private placement | | | | | 10,625,000 | | |
| | Offering costs paid | | | | | (7,389,696) | | |
| | Net cash provided by financing activities | | | | | 348,139,299 | | |
| | Net change in cash | | | | | 974,815 | | |
| | Cash – beginning of the period | | | | | — | | |
| | Cash – end of the period | | | | $ | 974,815 | | |
| | Supplemental disclosure of noncash investing and financing activities: | | | | | | | |
| | Offering costs paid by sponsor in exchange for issuance of Class B ordinary shares | | | | $ | 5,200 | | |
| | Offering costs included in accrued expenses | | | | $ | 75,000 | | |
| | Offering costs funded with note payable | | | | $ | 84,950 | | |
| | Deferred underwriting commissions | | | | $ | 12,075,000 | | |
| | Initial value of Class A ordinary shares subject to possible redemption | | | | $ | 311,496,273 | | |
| | Change in initial value of Class A ordinary shares subject to possible redemption | | | | $ | (14,894,291) | | |
F-6
BURGUNDY TECHNOLOGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
The Company will provide the holders (the “Public Shareholders”) of its Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.05 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5)6). These Public Shares are classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. 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. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4)5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares, private placement shares (the “Private Placement Shares”) underlying the Private Placement Units and Public Shares in connection with the completion of a Business Combination.
BURGUNDY TECHNOLOGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5)6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.05 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsorsponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.05 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsorsponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsorsponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
BURGUNDY TECHNOLOGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
Risk and Uncertainties
The Company’s management plans to continue its efforts to complete a business combination within 18 months of the closing of the initial public offering, or February 28, 2022. The Company believes that the funds currently available to it outside of the trust account will be sufficient to allow it to operate until February 28, 2022; however, there can be no assurances that its estimate is accurate.
| | | | As of December 31, 2020 | | |||||||||||||||
| | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||||
| Balance Sheet | | | | | | | | | | | | | | | | | | | |
| Total assets | | | | $ | 347,848,218 | | | | | $ | — | | | | | $ | 347,848,218 | | |
| Liabilities and shareholders’ equity | | | | | | | | | | | | | | | | | | | |
| Total current liabilities | | | | $ | 89,352 | | | | | $ | — | | | | | $ | 89,352 | | |
| Deferred underwriting commissions | | | | | 12,075,000 | | | | | | — | | | | | | 12,075,000 | | |
| Derivative warrant liabilities | | | | | — | | | | | | 34,081,880 | | | | | | 34,081,880 | | |
| Total liabilities | | | | | 12,164,352 | | | | | | 34,081,880 | | | | | | 46,246,232 | | |
| Class A ordinary shares, $0.0001 par value; shares subject to possible redemption shareholders’ equity | | | | | 330,683,863 | | | | | | (34,081,880) | | | | | | 296,601,983 | | |
| Preference shares – $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
| Class A ordinary shares – $0.0001 par value | | | | | 266 | | | | | | 339 | | | | | | 605 | | |
| Class B ordinary shares – $0.0001 par value | | | | | 863 | | | | | | — | | | | | | 863 | | |
| Additional paid-in-capital | | | | | 5,335,162 | | | | | | 15,550,421 | | | | | | 20,885,583 | | |
| Accumulated deficit | | | | | (336,288) | | | | | | (15,550,760) | | | | | | (15,887,048) | | |
| Total shareholders’ equity | | | | | 5,000,003 | | | | | | — | | | | | | 5,000,003 | | |
| Total liabilities and shareholders’ equity | | | | $ | 347,848,218 | | | | | $ | — | | | | | $ | 347,848,218 | | |
| | | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||||
| Statement of Operations | | | | | | | | | | | | | | | | | | | |
| Loss from operations | | | | $ | (348,055) | | | | | $ | — | | | | | $ | (348,055) | | |
| Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | (14,591,250) | | | | | | (14,591,250) | | |
| Financing cost – derivative warrant liabilities | | | | | — | | | | | | (959,510) | | | | | | (959,510) | | |
| | | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||||
| Net gain from investments held in Trust Account | | | | | 11,767 | | | | | | — | | | | | | 11,767 | | |
| Total other (expense) income | | | | | 11,767 | | | | | | (15,550,760) | | | | | | (15,538,993) | | |
| Net loss | | | | $ | (336,288) | | | | | $ | (15,550,760) | | | | | $ | (15,887,048) | | |
Basic and Diluted weighted-average Class A ordinary shares outstanding | | | | | 34,881,967 | | | | | | — | | | | | | 34,881,967 | | |
| Basic and Diluted net loss per Class A share | | | | $ | 0.00 | | | | | $ | — | | | | | $ | 0.00 | | |
| Basic and Diluted weighted-average Class B ordinary shares outstanding | | | | | 8,079,208 | | | | | | — | | | | | | 8,079,208 | | |
| Basic and Diluted net loss per Class B share | | | | $ | (0.04) | | | | | $ | (1.92) | | | | | $ | (1.97) | | |
| | | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||||
| Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
| Net loss | | | | $ | (336,288) | | | | | $ | (15,550,760) | | | | | $ | (15,887,048) | | |
Change in fair value of derivative warrant liabilities | | | | $ | — | | | | | $ | 14,591,250 | | | | | $ | 14,591,250 | | |
| Financing Costs – derivative warrant liabilities | | | | $ | — | | | | | $ | 959,510 | | | | | $ | 959,510 | | |
| Initial value of Class A ordinary shares subject to possible redemption | | | | $ | 330,986,901 | | | | | $ | (19,490,628) | | | | | $ | 311,496,273 | | |
| Change in fair value of Class A ordinary shares subject to possible redemption | | | | $ | (303,038) | | | | | $ | (14,591,253) | | | | | $ | (14,894,291) | | |
BURGUNDY TECHNOLOGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
Concentration of Credit Risk
Of the total offering costs of the Initial Public Offering, approximately $1.0 million is included in financing cost — derivative warrant liabilities in the statement of operations and $18.7 million is included in shareholders’ equity. The Company will keep deferred underwriting commissions classified as a long term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the trust account.
BURGUNDY TECHNOLOGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
BURGUNDY TECHNOLOGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
Related Party Extension Loans
Class A Ordinary Shares—The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. 7 — Derivative Warrant Liabilities
Class B Ordinary Shares—The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of December 31, 2020, there were 8,625,000 Class B ordinary shares issued and outstanding.
Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that holders of the Founder Shares will have the right to appoint all of the Company’s directors prior to the initial Business Combination and holders of the Class A ordinary shares will not be entitled to vote on the appointment of directors during such time.
BURGUNDY TECHNOLOGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in the amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Founder Shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate on an as-if-converted basis, 20% of the sum of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units (or their component securities) issued to the Sponsor or its affiliates upon conversion of loans made to the Company). In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
Preference Shares—The Company is authorized to issue 2,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020, there were no preference shares issued or outstanding.
Warrants—Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.
BURGUNDY TECHNOLOGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
| December 31, 2020 | | ||||||||||||||||||
| 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 | | | | $ | 346,736,767 | | | | | $ | — | | | | | $ | — | | |
| Liabilities | | | | | | | | | | | | | | | | | | | |
| Derivative warrant liabilities -Public Warrants | | | | $ | 32,775,000 | | | | | $ | — | | | | | $ | — | | |
| Derivative warrant liabilities -Private Warrants | | | | $ | — | | | | | $ | — | | | | | $ | 1,306,880 | | |
| | | | Initial Value (as of August 31, 2020) | | | December 31, 2020 | | ||||||
| Volatility | | | | | 20 – 26% | | | | | | 23 – 29% | | |
| Share price | | | | $ | 9.41 | | | | | $ | 10.41 | | |
| Risk-free rate | | | | | 0.33% | | | | | | 0.43% | | |
| Dividend yield | | | | | 0.0% | | | | | | 0.0% | | |
| | Warrant liabilities at June 4, 2020 (inception) | | | | $ | — | | |
| | Issuance of Public and Private Warrants – Level 3 | | | | | 19,490,630 | | |
| | Transfer of Public Warrants to Level 1 | | | | | (19,147,500) | | |
| | Change in fair value of warrant liabilities – Level 3 | | | | | 963,750 | | |
| | Warrant liabilities – Level 3, December 31, 2020 | | | | $ | 1,306,880 | | |
F-16
| | | | As of September 30, 2020 | | |||||||||||||||
| | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||||
| Unaudited Condensed Balance Sheet | | | | | | | | | | | | | | | | | | | |
| Total assets | | | | $ | 348,505,871 | | | | | $ | — | | | | | $ | 348,505,871 | | |
| Liabilities and shareholders’ equity | | | | | | | | | | | | | | | | | | | |
| Total current liabilities | | | | $ | 554,296 | | | | | $ | — | | | | | $ | 554,296 | | |
| Deferred underwriting commissions | | | | | 12,075,000 | | | | | | — | | | | | | 12,075,000 | | |
| Derivative warrant liabilities | | | | | — | | | | | | 20,024,060 | | | | | | 20,024,060 | | |
| Total liabilities | | | | | 12,629,296 | | | | | | 20,024,060 | | | | | | 32,653,356 | | |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | | | | | 330,876,572 | | | | | | (20,024,060) | | | | | | 310,852,512 | | |
| shareholders’ equity | | | | | | | | | | | | | | | | | | | |
| Preference shares – $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
| Class A ordinary shares – $0.0001 par value | | | | | 264 | | | | | | 199 | | | | | | 463 | | |
| Class B ordinary shares – $0.0001 par value | | | | | 863 | | | | | | — | | | | | | 863 | | |
| Additional paid-in-capital | | | | | 5,142,455 | | | | | | 1,492,741 | | | | | | 6,635,196 | | |
| Accumulated deficit | | | | | (143,579) | | | | | | (1,492,940) | | | | | | (1,636,519) | | |
| Total shareholders’ equity | | | | | 5,000,003 | | | | | | — | | | | | | 5,000,003 | | |
| Total liabilities and shareholders’ equity | | | | $ | 348,505,871 | | | | | $ | — | | | | | $ | 348,505,871 | | |
| | | | Period From June 4, 2020 (Inception) Through September 30, 2020 | | |||||||||||||||
| | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||||
| Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
| Loss from operations | | | | $ | (148,400) | | | | | $ | — | | | | | $ | (148,400) | | |
| Other (expense) income: | | | | | | | | | | | | | | | | | | | |
| Change in fair value of warrant liabilities | | | | | — | | | | | | (533,430) | | | | | | (533,430) | | |
| Financing cost – derivative warrant liabilities | | | | | — | | | | | | (959,510) | | | | | | (959,510) | | |
| Net gain from investments held in Trust Account | | | | | 4,821 | | | | | | — | | | | | | 4,821 | | |
| Total other (expense) income | | | | | 4,821 | | | | | | (1,492,940) | | | | | | (1,488,119) | | |
| Net loss | | | | $ | (143,579) | | | | | $ | (1,492,940) | | | | | $ | (1,636,519) | | |
Basic and Diluted weighted-average Class A ordinary shares outstanding | | | | | 32,884,274 | | | | | | | | | | | | 32,884,274 | | |
| Basic and Diluted net loss per Class A share | | | | $ | — | | | | | | | | | | | $ | — | | |
Basic and Diluted weighted-average Class B ordinary shares outstanding | | | | | 8,625,000 | | | | | | | | | | | | 8,625,000 | | |
| Basic and Diluted net loss per Class B share | | | | $ | (0.02) | | | | | $ | (1.80) | | | | | $ | (1.82) | | |
| | | | Period From June 4, 2020 (Inception) Through September 30, 2020 | | |||||||||||||||
| | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||||
| Unaudited Condensed Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
| Net loss | | | | $ | (143,579) | | | | | $ | (1,492,940) | | | | | $ | (1,636,519) | | |
| Change in fair value of derivative warrant liabilities | | | | $ | — | | | | | $ | 533,430 | | | | | $ | 533,430 | | |
| Financing Costs – derivative warrant liabilities | | | | $ | — | | | | | $ | 959,510 | | | | | $ | 959,510 | | |
| Initial value of Class A ordinary shares subject to possible redemption | | | | $ | 330,986,901 | | | | | $ | (19,490,628) | | | | | $ | 311,496,273 | | |
| Change in fair value of Class A ordinary shares subject to possible redemption | | | | $ | (110,329) | | | | | $ | (533,434) | | | | | $ | (643,763) | | |