☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
2021
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Incorporation or Organization
Identification No.)
Symbol(s)
Class A common stock and
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
The registrant was not a public company at June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates at such date. The registrant’s units began trading on The Nasdaq Stock Market LLC on November 17, 2020 and the registrant’s common stock began separate trading on The Nasdaq Stock Market LLC on January 7, 2021.
$231,380,000.
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Item 15. | 50 |
our public securities’ potential liquidity and trading;
As described above, we have entered into the Business Combination Agreement.
withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is approximately 10.10$10.30 per public share as of December 31, 2020.2021. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial stockholders, Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination.
stockholder vote
tender offer rules
seek stockholder approval
as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in the initial public offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in the initial public offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to no more than 20% of the shares sold in the initial public offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold more than 20% of the shares sold in the initial public offering) for or against our initial business combination.
combination. If we are unable to complete our initial business combination within the completion window, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
The ability of our public stockholders 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.
commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.
a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we do not complete our initial business combination within the prescribed timeframe,until May 19, 2022, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the$10.10$10.30 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this Annual Report on FormAct. Act of 1933, as amended (“Securities Act”).
placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. In addition, our amended and restated certificate of incorporation requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within the completion window or with respect to any other material provisions relating to stockholders’ rights or
additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination.
unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
Our Sponsor has the right to extend the term we have to consummate our initial business combination to up to May 19, 2022 (unless otherwise extended by resolution of our board of directors) without providing our stockholders with a corresponding redemption right.
Unless otherwise extended by resolution of our board of directors, we will have until May 19, 2021 to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within the completion window, we may, by resolution of our board of directors if requested by our Sponsor, extend the period of time we will have to consummate an initial business combination up to two times, each by an additional 6 months (for a total of up to 18 months from the closing of the initial public offering), subject to our Sponsor purchasing additional private placement warrants. Our stockholders will not be entitled to vote on or redeem their shares in connection with any such extension. Pursuant to the terms of our amended and restated certificate of incorporation, in order to extend the period of time to consummate an initial business combination in such a manner, our Sponsor must purchase an additional 2,300,000 private placement warrants, at a price of $1.00 per warrant, and deposit the $2,300,000, in proceeds into the trust account on or prior to the date of the applicable deadline, for each 6 month extension. Our Sponsor has the option to accelerate its purchase of one or both halves of the up to 4,600,000 private placement warrants at any time following the closing of the initial public offering and prior to the consummation of our initial business combination with the same effect of extending the time we will have to consummate an initial business combination by 6 or 12 months, as applicable. This feature is different than most other special purpose acquisition companies, in which any extension of the company’s period to consummate an initial business combination would require a vote of the company’s stockholders in connection with such stockholders would have the right to redeem their public shares.
the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of ourthe Class A common stock that is expected when the shares of common stock owned by our initial stockholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.
at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us for cash so long as they are held by their initial purchasers or their permitted transferees.
to have waived our compliance with federal securities laws and the rules and regulations thereunder. Additionally, unless we consent in writing to the selection of an alternative forum, the federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. Section 22 of the Securities Act, however, created concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have determined that such exclusive forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of, and to have consented to, these provisions; however, we note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
$2,673.
business combination.
private placement warrants.
completion of our Business Combination.business combination. If we are unable to complete our Business Combinationbusiness combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.trust account. In addition, following our Business Combination,business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
continue as a going concern.
2021.
We account
We apply the two-class method in calculating earnings per share.
of change.
Board (“FASB”) issued Accounting Standards Update (“ASU”)
As of December 31, 2020, we were not subject to any market or interest rate risk. Following the consummation of our initial public offering, the net proceeds of our initial public offering, including amounts in the Trust Account, have been invested in U.S. government treasury obligations with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
This Annual Report on Form 10-K does not include a report
(1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
(2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
(3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. |
JOBS Act.
NAME | AGE | POSITION | ||||
Steven H. Rosen | 51 | Co-Chief Executive Officer and Director | ||||
Kenneth C. Ricci | 65 | Co-Chief Executive Officer and Director | ||||
Michael A. Rossi | 67 | Chief Financial Officer and Director | ||||
John B. Veihmeyer | 66 | Director | ||||
Larry R. Flynn | 70 | Director | ||||
Patrick Shanahan | 59 | |||||
| Director |
50,51, has been our64,65, has been our
69,70, has been a member of our Board since November 2020. Mr. Flynn is the former President of Gulfstream Aerospace Corporation, a leading manufacturer of business jet aircraft. During his twenty year tenure with Gulfstream, spanning from 1995 to 2015, Mr. Flynn made significant contributions while working in a variety of other capacities, including President of Product Support and Senior Vice President of Marketing and Sales. Prior to joining Gulfstream, Mr. Flynn gained over ten years of experience in managing aircraft service facilities through leadership roles at Stevens Aviation, Signature Flight Support, and AMR Combs. Mr. Flynn currently serves as an advisory board member of Business Aviation Advisor magazine and Duncan Aviation. He is also a Director on the Board of JLL HUT LLC. He holds a Bachelor’s degree in Business Administration from the University of Kansas and a Master’s degree in Manpower Management from the University of Kansas. In 2017 Mr. Flynn was the recipient of the William A. “Bill” Ong Memorial Award from the National Air Transportation Association for his extraordinary achievement and extended meritorious service to the general aviation industry. In 2019 Mr. Flynn received the Living Legends of Aviation award honoring him for his achievements in the aerospace industry. Throughout his career Mr. Flynn gained significant expertise in all facets of business aviation including aircraft management, aircraft charter, product support, spare parts sales and distribution, MRO, worldwide sales and marketing, FBO management, acquisitions and mergers and FBO/MRO/OEM facility design.
Gerard J. DeMuro
Washington and two advanced degrees from the Massachusetts Institute of Technology; including a Master of Science degree in mechanical engineering and an MBA from MIT’s Sloan School of Management. Due to his extensive career in the aircraft industry, Mr. Shanahan is an invaluable asset to our Board.
directors.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
The
Individual | Entity | Entity’s Business | Affiliation | |||
Steven H. Rosen | Resilience Capital Partners | Private investment firm | Co-Founder and Co-Chief Executive Officer | |||
Park-Ohio Holdings Corp. | Global supply chain management, capital equipment and manufactured components | Director |
Crawford United Corporation | Specialty industrial products to diverse end markets including healthcare, aerospace, education, transportation and petrochemical. Air handling equipment and industrial and marine hoses | Director | |||||||
AmFin Financial Corporation | Provision of financial services | Director | |||||||
Epic Aero, Inc. | Ownership and operation of companies engaged in fractional aircraft share sales, charter sales, fuel brokerage and the sale of general aviation aircraft for related and third parties | Director | |||||||
Thermal Processing Solutions, Inc. | Manufacture of test and measurement equipment primarily for fine chemicals, engineered materials manufacturing and processing services, including high temperature calcining, drying, blending and packaging | Director | |||||||
Hynes Industries Corporation | Production of precision-engineered custom roll form shapes and other metal fabrications for the transportation and solar industries | Director | |||||||
Fairgrave Omlie, LLC | Provision of aircraft maintenance, repair and overhaul services | Director | |||||||
All-American Hose, LLC | Manufacture of fire hose products | Director | |||||||
Luminance Inc. | Provisions of global lighting, building management systems and controls | Director | |||||||
LKD Aerospace, Inc. | Aerospace and defense distribution services for select leading aerospace, defense and energy original equipment manufacturers | Director | |||||||
Lux Global Label Corporation | Production of high-quality labeling and packaging solutions for health, beauty, pet, food and beverage and Pharmaceutical industries. | Director | |||||||
Innovatus Imaging Corp. | Production, sale, distribution and repair of the radiological devices for imaging equipment and devices | Director | |||||||
Kenneth C. Ricci | Directional Aviation Capital | Investment | Principal | ||||||
Epic Aero, Inc. | Ownership and operation of companies engaged in fractional aircraft share sales, charter sales, fuel brokerage and the sale of general aviation aircraft for related and third parties | Chairman, director and indirect investor | |||||||
Tuvoli, LLC | Business aviation information technology services | Chairman, director and indirect investor |
Sirio S.p.A. | Aircraft management and maintenance in Italy | Chairman, director and indirect controlling shareholder | ||||
Fairgrave Omlie, LLC | Provision of aircraft maintenance, repair and overhaul services | Director and indirect investor | ||||
SIMCOM Holdings Inc. | Provision of simulator-based pilot training | Director and indirect shareholder | ||||
Stonebriar Finance Holdings LLC | Equipment leasing | Director and indirect investor | ||||
REVA Holdings, LLC | Provision of air ambulance services | Director and indirect investor |
Michael A. Rossi | Directional Aviation Capital | Investment | Principal | ||||||
Epic Aero, Inc. | Ownership and operation of companies engaged in fractional aircraft share sales, charter sales, fuel brokerage and the sale of general aviation aircraft for related and third parties | Director and indirect investor | |||||||
Tuvoli, LLC | Business aviation information technology services | Director and indirect investor | |||||||
Sirio S.p.A. | Aircraft management and maintenance in Italy | Director and indirect shareholder | |||||||
Fairgrave Omlie, LLC | Provision of aircraft maintenance, repair and overhaul services | Director and indirect investor | |||||||
SIMCOM Holdings Inc. | Provision of simulator-based pilot training | Director and indirect shareholder | |||||||
REVA Holdings, LLC | Provision of air ambulance services | Director and indirect investor | |||||||
John B. Veihmeyer | Ford Motor Company | Provision of passenger and commercial vehicles | Director | ||||||
Larry R. Flynn | JLL HUT LLC | Provision of aircraft maintenance, repair and overhaul services | Director | ||||||
Duncan Aviation | Provision of cabin components for business aircraft | Member of Board of Advisors | |||||||
|
Except with respect to any public shares they may acquire (in the event we do not consummate an initial business combination), our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the trust account, and not to seek recourse against the trust account for any reason whatsoever, including with respect to such indemnification.
NAME AND ADDRESS OF BENEFICIAL OWNER (1) | NUMBER OF SHARES BENEFICIALLY OWNED (2) | APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK | ||||||
Directors, Executive Officers and Founders | ||||||||
Zanite Sponsor LLC (our Sponsor)(3) | 5,050,000 | 17.6 | % | |||||
Steven H. Rosen(3) | 5,050,000 | 17.6 | % | |||||
Kenneth C. Ricci(3) | 5,050,000 | 17.6 | % | |||||
Michael A. Rossi(3) | — | — | ||||||
John B. Veihmeyer(3) | 150,000 | * | ||||||
Larry R. Flynn | 150,000 | * | ||||||
Gerard J. DeMuro(3) | 150,000 | * | ||||||
All executive officers and directors as a group (six individuals) | 5,500,000 | 19.0 | % |
NAME AND ADDRESS OF BENEFICIAL OWNER | NUMBER OF SHARES BENEFICIALLY OWNED | APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK | ||||||
Five Percent Holders | ||||||||
Polar Asset Management Partners Inc.(4) | 1,700,000 | 7.39 | % | |||||
Glazer Capital, LLC (5) | 1,413,407 | 6.63 | % | |||||
Security Benefit Life Insurance Company(6) | 2,500,000 | 10.9 | % |
NAME AND ADDRESS OF BENEFICIAL OWNER (1) | NUMBER OF SHARES BENEFICIALLY OWNED (2) | APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK | ||||||
Directors, Executive Officers and Founders | ||||||||
Zanite Sponsor LLC (our Sponsor)(3) | 5,050,000 | 17.6 | % | |||||
Steven H. Rosen(3) | 5,050,000 | 17.6 | % | |||||
Kenneth C. Ricci(3) | 5,050,000 | 17.6 | % | |||||
Michael A. Rossi(3) | — | — | ||||||
John B. Veihmeyer(3) | 150,000 | * | ||||||
Larry R. Flynn | 150,000 | * | ||||||
Patrick M. Shanahan(3) | 50,000 | * | ||||||
All executive officers and directors as a group (six individuals) | 5,500,000 | 19.0 | % |
NAME AND ADDRESS OF BENEFICIAL OWNER | NUMBER OF SHARES BENEFICIALLY OWNED | APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK | ||||||
Five Percent Holders | ||||||||
Polar Asset Management Partners Inc.(4) | 1,700,000 | 7.4 | % | |||||
Glazer Capital, LLC (5) | 1,413,407 | 6.1 | % | |||||
Security Benefit Life Insurance Company(6) | 2,500,000 | 10.9 | % | |||||
Sculptor Capital LP(7) | 1,153,875 | 5.0 | % | |||||
Beryl Capital Management LLC(8) | 1,692,294 | 7.4 | % | |||||
Karpus Investment Management(9) | 2,770,380 | 10.2 | % | |||||
D.E. Shaw Valence Portfolios, LL(10) | 1,314,948 | 5.7 | % | |||||
Basso SPAC Fund LLC(11) | 1,157,389 | 5.0 | % |
(1) | The business address of each of the following entities or individuals is c/o Zanite Acquisition Corp., 25101 Chagrin Boulevard, Suite 350, Cleveland, Ohio 44122. |
(2) | Interests shown consist solely of founder shares, classified as Class B common stock. Such shares will automatically convert into Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one |
(3) | Zanite Sponsor LLC is the record holder of the shares reported herein. Mr. Rosen and Mr. Ricci are the managers of Zanite Sponsor LLC and share voting and investment discretion with respect to the common stock held of record by Zanite Sponsor LLC. Each of our directors other than Mr. Flynn are among the members of our Sponsor and may be entitled to distributions of private placement warrants from our Sponsor following the consummation of our initial business combination. Each of Mr. Rosen and Mr. Ricci disclaims any beneficial ownership of the securities held by Zanite Sponsor LLC, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(4) | According to a Schedule 13G filed with the SEC on February 11, 2021, Polar Asset Management Partners Inc. has sole voting and dispositive power over 1,700,000 shares of the Company’s Class A common stock. The business address of this reporting person is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada. |
(5) | According to a Schedule 13G filed with the SEC on February 16, 2021 on behalf of Glazer Capital, LLC (“Glazer”) and Mr. Paul J. Glazer (“Mr. Glazer”), each of Glazer and Mr. Glazer holds shared voting and dispositive power with respect to 1,413,407 shares of the Company’s Class A common stock. Glazer serves as investment manager to funds and managed accounts, with respect to the shares of Class A common stock (collectively, the “Glazer Funds”). Mr. Glazer serves as the Managing Member of Glazer Capital, with respect to the shares of Common Stock held by the Glazer Funds. The business address of Glazer and Mr. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019. |
(6) | According to a Schedule 13G filed with the SEC on February 24, 2021 on behalf of Security Benefit Life Insurance Company (“Security Benefit Life”), Eldridge Industries, LLC (“Eldridge”) and Todd L. Boehly (“Mr. |
(7) | According to a Schedule 13G filed with the SEC on December 30, 2021, on behalf of Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corporation, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., Sculptor Master Fund, Ltd., Sculptor Special Funding, LP, Sculptor Enhanced Master Fund, Ltd., Sculptor Credit Opportunities Master Fund, Ltd., Sculptor SC II LP. The business address of this reporting person is 9 West 57 th Street, New York, New York 10019. |
(8) | According to a Schedule 13G filed with the SEC on September 14, 2021, on behalf of Beryl Capital Management LLC, Beryl Capital Management LP, Beryl Capital Partners II LP and David A. Witkin. The business address of this reporting person is 1611 S. Catalina Ave., Suite 309, Redondo Beach, CA 90277. |
(9) | According to a Schedule 13G filed with the SEC on January 10, 2022, on behalf of Karpus Investment Management. The business address of this reporting person is 183 Sully’s Trail, Pittsford, New York 14534. |
(10) | According to a Schedule 13G filed with the SEC on July 26, 2021, on behalf of D.E. Shaw Valence Portfolios, L.L.C, D.E. Shaw & Co. L.L.C., D.E Shaw & Co., L.P., David E. Shaw. The business address of this reporting person is 1266 East Main Street, Fourth Floor, Stamford, Connecticut 06902. |
(11) | According to a Schedule 13G filed with the SEC on May 12, 2021, on behalf of Basso SPAC FUND LLC, Basso Management, LLC, Basso Capital Management, L.P., Basso GP, LLC and Howard I. Fischer. The business address of this reporting person is 1166 Avenue of the Americas, 9 th Floor New York, NY 10036. |
and Private Placement Warrants
The founder shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20%combination. As of the Company’s issued and outstanding shares afterdate of this Form
The Sponsor has agreed,common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, not to transfer, assignbe transferred, assigned or sell any of its founder sharessold by such holders until the earlier to occur of: (A) one year30 days after the completion of aour initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or (B) subsequentcommissions were paid with respect to such sales.
Related Party Loans
On August 7, 2020, we issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which we could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the initial public offering. The Promissory Note was repaidNovember 19, 2021 until May 19, 2022.
the board of directors and as our advisor, for up to 10 hours of personal private air travel for an aggregate amount of up to $300,000. The flight hours may, but will not necessarily, be provided by Flexjet, LLC and/or Sentient Jet, LLC, each of which is a portfolio company of Directional Capital LLC, which is owned by Kenneth C. Ricci, our
Administrative Services Agreement
Wewarrants and shares of common stock issuable upon conversion of the founder shares and private placement warrants are entitled to registration rights under our existing registration rights agreement entered into an agreement with an affiliate of the Sponsor whereby, commencing on November 19, 2020 through the earlier of the consummation of a business combination and our liquidation, we agreed to pay the affiliate $10,000 per month for office space, utilities and secretarial and administrative support.
We recognized an aggregate of $10,000 in expenses incurred in connection with the aforementioned arrangementsinitial public offering. In connection with the relatedclosing of our initial business combination, we will enter into the amended and restated registration rights agreement, which, among other things, amends and restates the registration rights agreement entered into in connection with our initial public offering. Pursuant to the terms of the amended and restated registration rights agreement, we will be obligated to, among other things, register for resale such securities that are held by the parties on our Statements of Operations forthereto from time to time. Subject to certain exceptions, we will bear all registration expenses under the period from August 7, 2020 (date of inception) through December 31, 2020.
(1) | Financial Statements: |
Page | ||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
(2) | Financial Statement Schedules: |
None. | |
(3) Exhibits |
None.
|
We hereby file as part
24 | Power of Attorney (included on signature page of this report). | |
31.1 | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
31.2 | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
32.1 | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
32.2 | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
Date: | ZANITE ACQUISITION CORP. | |||||
By: | /s/ Steven H. Rosen | |||||
Name: Steven H. Rosen | ||||||
Title: Co-Chief Executive Officer and Director |
/s/ Steven H. Rosen | Co-Chief Executive Officer and Director | |||
Steven H. Rosen | (principal executive officer) | |||
/s/ Kenneth C. Ricci | Co-Chief Executive Officer and Director | |||
Kenneth C. Ricci | (principal financial and accounting officer) | |||
/s/ Michael A. Rossi | Chief Financial Officer and Director | |||
Michael A. Rossi | ||||
/s/ John B. Veihmeyer | Director | |||
John B. Veihmeyer | ||||
/s/ Larry R. Flynn | Director | |||
Larry R. Flynn | ||||
/s/ | Director | |||
F-2 | ||
Financial Statements: | ||
F-3 | ||
F-4 | ||
F-5 | ||
F-6 | ||
F-7 to F-23 |
March 31, 2021
DECEMBER 31, 2020
ASSETS | ||||
Current assets | ||||
Cash | $ | 1,971,811 | ||
Prepaid expenses | 308,608 | |||
|
| |||
Total Current Assets | 2,280,419 | |||
Investments held in trust account | 232,302,673 | |||
|
| |||
Total Assets | $ | 234,583,092 | ||
|
| |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Current liabilities | ||||
Accounts payable and accrued expenses | $ | 352,051 | ||
|
| |||
Total Current Liabilities | 352,051 | |||
Deferred underwriting fee payable | 8,050,000 | |||
|
| |||
Total Liabilities | 8,402,051 | |||
|
| |||
Commitments and contingencies | ||||
Class A common stock subject to possible redemption, 21,899,112 shares at $10.10 per share redemption value | 221,181,032 | |||
Stockholders’ Equity | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | — | |||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,100,888 issued and outstanding (excluding 21,899,112 shares subject to possible redemption) | 110 | |||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding | 575 | |||
Additional paid-in capital | 5,350,190 | |||
Accumulated deficit | (350,866 | ) | ||
|
| |||
Total Stockholders’ Equity | 5,000,009 | |||
|
| |||
Total Liabilities and Stockholders’ Equity | $ | 234,583,092 | ||
|
|
SHEETS
December 31, | ||||||||
2021 | 2020 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | $ | 475,339 | $ | 1,971,811 | ||||
Prepaid expenses | 93,195 | 308,608 | ||||||
Total Current Assets | 568,534 | 2,280,419 | ||||||
Investments held in trust account | 236,926,076 | 232,302,673 | ||||||
Total Assets | $ | 237,494,610 | $ | 234,583,092 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 4,741,266 | $ | 352,051 | ||||
Total Current Liabilities | 4,741,266 | 352,051 | ||||||
Derivative liabilities | 23,575,000 | 40,057,500 | ||||||
Deferred underwriting fee payable | 8,050,000 | 8,050,000 | ||||||
Total Liabilities | 36,366,266 | 48,459,551 | ||||||
Commitments and contingencies | 0 | 0 | ||||||
Class A common stock subject to possible redemption, $0.0001 par value; 23,000,000shares issued and outstanding $10.30 and $10.10 per share redemption value as of December 31, 2021 and 2020, respectively | 236,900,000 | 232,300,000 | ||||||
Stockholders’ Deficit | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaNissuedor outstanding | 0 | 0 | ||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized ; NaN issued or outstanding | 0 | 0 | ||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding at December 31, 2021 and 2020 | 575 | 575 | ||||||
Additional paid-in capital | 0 | 0 | ||||||
Accumulated deficit | (35,772,231 | ) | (46,177,034 | ) | ||||
Total Stockholders’ Deficit | (35,771,656 | ) | (46,176,459 | ) | ||||
Total Liabilities and Stockholders’ Deficit | $ | 237,494,610 | $ | 234,583,092 | ||||
FOR THE PERIOD FROM AUGUST 7, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
General and administrative expenses | $ | 353,539 | ||
|
| |||
Loss from operations | (353,539 | ) | ||
Other income: | ||||
Interest earned on investments held in Trust Account | 2,673 | |||
|
| |||
Net loss | $ | (350,866 | ) | |
|
| |||
Weighted average shares outstanding of Class A redeemable common stock | 23,000,000 | |||
|
| |||
Basic and diluted income per share, Class A redeemable common stock | $ | 0.00 | ||
|
| |||
Weighted average shares outstanding of Class B non-redeemable common stock | 5,214,286 | |||
|
| |||
Basic and diluted net loss per share, Class B non-redeemable common stock | $ | (0.07 | ) | |
|
|
Year Ended December 31, 2021 | For the Period from August 7, 2020 (Inception) Through December 31, 2020 | |||||||
General and administrative expenses | $ | 6,101,100 | $ | 353,539 | ||||
Loss from operations | (6,101,100 | ) | (353,539 | ) | ||||
Other income (expense): | ||||||||
Interest earned on investments held in Trust Account | 23,403 | 2,673 | ||||||
Change in fair value of derivative liabilities | 20,599,500 | (15,457,500 | ) | |||||
Transaction costs allocated to warrant issuance | 0 | (854,301 | ) | |||||
Total other income (expense), net | 20,622,903 | (16,309,128 | ) | |||||
Net income (loss) | $ | 14,521,803 | $ | (16,662,667 | ) | |||
Basic and diluted weighted average shares outstanding of Class A common stock | 23,000,000 | 6,616,438 | ||||||
Basic and diluted net income (loss) per share, Class A | $ | 0.51 | $ | (1.56 | ) | |||
Basic and diluted weighted average shares outstanding of Class B common stock | $ | 5,750,000 | 4,050,532 | |||||
Basic and diluted net income (loss) per share, Class B | 0.51 | $ | (1.56 | ) | ||||
FOR THE PERIOD FROM AUGUST 7, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance – August 7, 2020 (Inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B common stock to Sponsor | — | — | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||||||||
Sale of 23,000,000 Units, net of underwriting discounts and offering costs | 23,000,000 | 2,300 | — | — | 216,854,607 | — | 216,856,907 | |||||||||||||||||||||
Sale of 9,650,000 Private Placement Warrants | — | — | — | — | 9,650,000 | — | 9,650,000 | |||||||||||||||||||||
Class A common stock subject to possible redemption | (21,899,112 | ) | (2,190 | ) | — | — | (221,178,842 | ) | — | (221,181,032 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (350,866 | ) | (350,866 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance – December 31, 2020 | 1,100,888 | $ | 110 | 5,750,000 | $ | 575 | $ | 5,350,190 | $ | (350,866 | ) | $ | 5,000,009 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEFICIT
Class A Common Stock | Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance – August 7, 2020 (inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B common stock to Sponsor | 0 | 0 | 5,750,000 | 575 | 24,425 | 0 | 25,000 | |||||||||||||||||||||
Immediate remeasurement of the Class A common stock to the redemption amount | — | 0 | — | 0 | (24,425 | ) | (29,514,367 | ) | (29,538,792 | ) | ||||||||||||||||||
Net loss | — | 0 | — | 0 | 0 | (16,662,667 | ) | (16,662,667 | ) | |||||||||||||||||||
Balance – December 31, 2020 | 0 | �� | $ | 0 | 5,750,000 | $ | 575 | $ | 0 | $ | (46,177,034 | ) | $ | (46,176,459 | ) | |||||||||||||
Cash paid in excess of fair value of Private Placement Warrants | — | 0 | — | 0 | 0 | 483,000 | 483,000 | |||||||||||||||||||||
Accretion of Class A common stock subject to redemption | — | — | — | — | — | (4,600,000 | ) | (4,600,000 | ) | |||||||||||||||||||
Net income | — | 0 | — | 0 | 0 | 14,521,803 | 14,521,803 | |||||||||||||||||||||
Balance – December 31, 2021 | 0 | $ | 0 | 5,750,000 | $ | 575 | $ | 0 | $ | (35,772,231 | ) | $ | (35,771,656 | ) | ||||||||||||||
FOR THE PERIOD FROM AUGUST 7, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
Cash Flows from Operating Activities: | ||||
Net loss | $ | (350,866 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on investments held in Trust Account | (2,673 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (308,608 | ) | ||
Accrued expenses | 352,051 | |||
|
| |||
Net cash used in operating activities | (310,096 | ) | ||
|
| |||
Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | (232,300,000 | ) | ||
|
| |||
Net cash used in investing activities | (232,300,000 | ) | ||
|
| |||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 225,400,000 | |||
Proceeds from sale of Private Placement Warrants | 9,650,000 | |||
Repayment of promissory note – related party | (90,093 | ) | ||
Payment of offering costs | (378,000 | ) | ||
|
| |||
Net cash provided by financing activities | 234,581,907 | |||
|
| |||
Net Change in Cash | 1,971,811 | |||
Cash – Beginning of period | — | |||
|
| |||
Cash – End of period | $ | 1,971,811 | ||
|
| |||
Supplemental disclosure of non-cash financing activities: | ||||
Initial classification of Class A common stock subject to possible redemption | $ | 221,530,900 | ||
|
| |||
Change in value of Class A common stock subject to possible redemption | $ | (349,868 | ) | |
|
| |||
Deferred underwriting fee payable | $ | 8,050,000 | ||
|
| |||
Offering costs paid directly by Sponsor in exchange for the issuance of Class B common stock | $ | 25,000 | ||
|
| |||
Offering costs paid through promissory note – related party | $ | 90,093 | ||
|
|
Year Ended December 31, 2021 | For the Period from August 7, 2020 (Inception) Through December 31, 2020 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 14,521,803 | $ | (16,662,667 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Change in fair value of derivative liabilities | (20,599,500 | ) | 15,457,500 | |||||
Interest earned on investments held in Trust Account | (23,403 | ) | (2,673 | ) | ||||
Transaction costs allocated to warrant issuance | 0 | 854,301 | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 215,413 | (308,608 | ) | |||||
Accounts payable and accrued expenses | 4,389,215 | 352,051 | ||||||
Net cash used in operating activities | (1,496,472 | ) | (310,096 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Investment of cash in Trust Account | (4,600,000 | ) | (232,300,000 | ) | ||||
Net cash used in investing activities | (4,600,000 | ) | (232,300,000 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 225,400,000 | ||||||
Proceeds from sale of Private Placements Warrants | 4,600,000 | 9,650,000 | ||||||
Repayment of promissory note— related party | 0 | (90,093 | ) | |||||
Payment of offering costs | 0 | (378,000 | ) | |||||
Net cash provided by financing activities | 4,600,000 | 234,581,907 | ||||||
Net Change in Cash | (1,496,472 | ) | 1,971,811 | |||||
Cash – Beginning of period | 1,971,811 | 0 | ||||||
Cash – End of period | $ | 475,339 | $ | 1,971,811 | ||||
Non-Cash investing and financing activities: | ||||||||
Offering costs paid by Sponsor in exchange for issuance of founder shares | $ | 0 | $ | 25,000 | ||||
Offering costs paid through promissory note – related party | $ | 0 | $ | 90,093 | ||||
Accretion of Class A common stock to possible redemption | $ | 4,600,000 | $ | 0 | ||||
Deferred underwriting fee payable | $ | — | $ | 8,050,000 | ||||
ZANITE ACQUISITION CORP.
Trust Account (as defined below).
ZANITE ACQUISITION CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2020
In addition to the Sponsor’s ability to extend the Company’s deadline to consummate a Business Combination in 6-month increments by purchasing additional Private Placement Warrants as described above, the Company may also hold a stockholder vote at any time to amend the Certificate of Incorporation to modify the amount of time the Company will have to consummate a Business Combination. The Sponsor and the Company’s executive officers, directors and director nominees have agreed that they will not propose any such amendment unless the Company provides the Public Stockholders with the opportunity to redeem their Public 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 earned on the funds held in the Trust Account (net of permitted withdrawals), divided by the number of then outstanding Public Shares. As used herein, “Combination Period” refers to (i) the6-month period
ZANITE ACQUISITION CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2020
from the closing of the Initial Public Offering in which the Company must complete a Business Combination, (ii) the 12- or 18-month
Incorporation (see Note 4).
ZANITE ACQUISITION CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2020
Marketable Securities
ZANITE ACQUISITION CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2020
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Offering Costs
Offering costs consistsheets.
same as basic net income (loss) per common share for the periods presented.
Year Ended December 31, 2021 | For the Period from August 7, 2020 (Inception) Through December 31, 2020 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income (loss) per common share | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income (loss), as adjusted | $ | 11,617,442 | $ | 2,904,361 | $ | (10,335,410 | ) | $ | (6,327,257 | ) | ||||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average shares outstanding | 23,000,000 | 5,750,000 | 6,616,438 | 4,050,532 | ||||||||||||
Basic and diluted net income (loss) per common share | $ | 0.51 | $ | 0.51 | $ | (1.56 | ) | $ | (1.56 | ) |
Net Loss per Common Share
Net loss
The Company’s statementhave on its financial position, results of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.
ZANITE ACQUISITION CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2020
The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
For the Period From August 7, 2020 (inception) Through December 31, 2020 | ||||
Redeemable Class A Common Stock | ||||
Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||
Interest Income | $ | 2,673 | ||
Income and Franchise Tax | (2,673 | ) | ||
|
| |||
Net Earnings | $ | — | ||
Denominator: Weighted Average Redeemable Class A Common Stock | ||||
Redeemable Class A Common Stock, Basic and Diluted | 23,000,000 | |||
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ | 0.00 | ||
Non-Redeemable Class B Common Stock | ||||
Numerator: Net Loss minus Redeemable Net Earnings | ||||
Net Loss | $ | (350,866 | ) | |
Redeemable Net Earnings | — | |||
|
| |||
Non-Redeemable Net Loss | $ | (350,866 | ) | |
Denominator: Weighted Average Non-Redeemable Class B Common Stock | ||||
Non-Redeemable Class B Common Stock, Basic and Diluted | 5,214,286 | |||
Loss/Basic and Diluted Non-Redeemable Class B Common Stock | $ | (0.07 | ) |
As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of aor cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recent Accounting Standards
flows.
ZANITE ACQUISITION CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER
As of December 31, 2021 | ||||
Gross proceeds | $ | 230,000,000 | ||
Less: | ||||
Proceeds allocated to public warrants | (14,950,000 | ) | ||
Class A common stock issuance costs | (12,288,792 | ) | ||
Plus: | ||||
Accretion of Class A common stock to redemption amount | 34,138,792 | |||
Contingently redeemable Class A common stock | $ | 236,900,000 | ||
sheets.
This facility is no longer
ZANITE ACQUISITION CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2020
upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, no0 amounts were outstanding under the Working Capital Loans.
Class
ZANITE ACQUISITION CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2020
The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of a Business Combination on a
ZANITE ACQUISITION CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2020
December 31, 2020 | ||||
Deferred tax assets | ||||
Net operating loss carryforward | $ | 16,318 | ||
Organizational costs/Startup expenses | 57,364 | |||
|
| |||
Total deferred tax assets | 73,682 | |||
Valuation allowance | (73,682 | ) | ||
|
| |||
Deferred tax assets, net of allowance | $ | — | ||
|
|
December 31, | ||||||||
2021 | 2020 | |||||||
Deferred tax asset | ||||||||
Net operating loss carryforward | $ | 53,413 | $ | 16,318 | ||||
Startup/Organization Expenses | 1,296,584 | 57,364 | ||||||
Total deferred tax assets | 1,349,997 | 73,682 | ||||||
Valuation allowance | (1,349,997 | ) | (73,682 | ) | ||||
Deferred tax asset, net of allowance | $ | 0 | $ | 0 | ||||
| ||||
| ||||
|
ZANITE ACQUISITION CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2020
| ||||
| ||||
| ||||
| ||||
| ||||
December 31, | ||||||||
2021 | 2020 | |||||||
Federal | ||||||||
Current | $ | 0 | $ | 0 | ||||
Deferred | (1,276,315 | ) | (73,682 | ) | ||||
State and Local | ||||||||
Current | $ | 0 | $ | 0 | ||||
Deferred | 0 | 0 | ||||||
Change in valuation allowance | 1,276,315 | 73,682 | ||||||
Income tax provision | $ | 0 | $ | 0 | ||||
income.
| ||||
| ||||
| ||||
| ||||
December 31, | ||||||||
2021 | 2020 | |||||||
Statutory federal income tax rate | 21.0 | % | 21.0 | % | ||||
State taxes, net of federal tax benefit | 0.0 | % | 0.0 | % | ||||
Change in fair value of derivative liabilities | (29.8 | )% | (19.5 | )% | ||||
Transaction costs allocated to warrant issuance | 0.0 | % | (1.1 | )% | ||||
Change in valuation allowance | 8.8 | % | (0.4 | )% | ||||
Income tax provision | 0.0 | % | 0.0 | % | ||||
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received
ZANITE ACQUISITION CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2020
Description | Level | December 31, 2020 | ||||||
Assets: | ||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | 1 | $ | 232,302,673 |
Description | Level | December 31, 2021 | December 31, 2020 | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | 1 | $ | 236,926,076 | $ | 232,302,673 | |||||||
Liabilities: | ||||||||||||
Public Warrants | 1 | $ | 10,465,000 | 0 | ||||||||
Public Warrants | 3 | 0 | $ | 19,435,000 | ||||||||
Private Placement Warrants | 3 | $ | 13,110,000 | $ | 17,080,500 | |||||||
Forward Contract | 3 | 0 | $ | 3,542,000 |
Input | December 31, 2021 | December 31, 2020 | ||||||
Risk-free interest rate | 1.29 | % | 0.50 | % | ||||
Expected term (years) | 5.0 | 6.0 | ||||||
Expected volatility | 12.3 | % | 25.0 | % | ||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Dividend yield | 0.0 | % | 0.0 | % | ||||
Expected stock price at De-SPAC | $ | 10.18 | $ | 10.00 | ||||
Probability-weighted average of additional shares to be issued for the forward contract | $ | N/A | (1) | $ | 4,600,000 |
(1) | The forward contract liability was settled during the year (Note 4). |
Private Placement | Public | Forward Contract | Derivative Liabilities | |||||||||||||
Fair value as of January 1, 2021 | $ | 17,080,500 | $ | 19,435,000 | $ | 3,542,000 | $ | 40,057,500 | ||||||||
Sale of 2,300,000 warrants to Sponsor on May 19, 2021 | 2,093,000 | — | — | 2,093,000 | ||||||||||||
Sale of 2,300,000 warrants to Sponsor on November 16, 2021 | 2,024,000 | — | — | 2,024,000 | ||||||||||||
Change in valuation inputs or other assumptions (1) | (8,087,500 | ) | (8,970,000 | ) | (3,542,000 | ) | (20,599,500 | ) | ||||||||
Fair value as of December 31, 2021 | $ | 13,110,000 | $ | 10,465,000 | $ | 0 | $ | 23,575,000 | ||||||||
(1) | The change in valuation inputs or other assumptions for the Forward Contract includes a settlement of the Forward Contract related to the Sponsor’s exercise of its option to purchase 4,600,000 Private Placement Warrants. The Company realized a $483,000 gain during the period as part of the settlement of the Forward Contract derivative liability. See Note 4 for additional information. |
F-18