☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands | N/A | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
9/F East Tower, Genesis Beijing | ||
No. 8 Xinyuan South Road Chaoyang District, Beijing People’s Republic of China | 100027 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading Symbols | Name of each exchange on which registered | ||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | CCAC.U | The New York Stock Exchange | ||
Class A ordinary shares, par value $0.0001 per share | CCAC | The New York Stock Exchange | ||
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | CCAC WS | The New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
i
business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. 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. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our 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 their founder shares and any public shares they may acquire during or after the offering in connection with the completion of our initial business combination.
equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.
likelihood of obtaining shareholder approval of the business combination or 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. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholderswarrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements
shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in the offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 20% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.
liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
placement warrants, 65% of the then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association requires us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months of the closing of the offering or
our securities on NYSE prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, following our IPO, we must maintain a minimum amount in Shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with NYSE’s initial listing requirements, which are more rigorous than NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on NYSE. For instance, our share price would generally be required to be at least $4.00 per share and our Shareholders’ equity would generally be required to be at least $5.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time.
per share of our Class A ordinary shares after the offering constitutes the dilution to you and the other investors in the offering. Our initial shareholders acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of the offering, and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders will incur an immediate and substantial dilution of approximately 93.1% (or $9.31 per share, assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share after the offering of $0.69 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than
outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.
completion of a business combination since the warrants will be exercisable in the aggregate for
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
Amendment No. 3.
Disclose the offering costs that were expensed, restated
restated
Net income (loss) per ordinary share is computed by dividing net income (loss) applicable to ordinary shares by the weighted average number of shares outstanding for the period.
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CITIC
March 31,
December 31, | ||||||||
2020 | 2019 | |||||||
Assets: | ||||||||
Cash | $ | 981,606 | $ | 300,000 | ||||
Prepaid expenses | 16,589 | — | ||||||
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Total current assets | 998,195 | 300,000 | ||||||
Deferred offering costs | — | 87,885 | ||||||
Investments held in Trust Account | 277,845,876 | — | ||||||
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Total assets | $ | 278,844,071 | $ | 387,885 | ||||
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Liabilities and Shareholders’ Equity: | ||||||||
Liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 28,509 | $ | — | ||||
Due to related parties | 55,931 | 85,851 | ||||||
Advance from Sponsor | — | 300,000 | ||||||
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Total current liabilities | 84,440 | 385,851 | ||||||
Deferred underwriting commissions | 9,660,000 | — | ||||||
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Total liabilities | 9,744,440 | 385,851 | ||||||
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Commitments Contingencies | ||||||||
Class A ordinary shares subject to possible redemption ; 26,409,963 shares and 0 shares at December 31, 2020 and 2019, respectively (at redemption value of $10.00 per share) | 264,099,630 | — | ||||||
Shareholders’ equity: | ||||||||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | — | — | ||||||
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 1,190,037 and 0 shares (excluding 26,409,963 and 0 shares subject to possible redemption) issued and outstanding at December 31, 2020 and 2019, respectively | 119 | — | ||||||
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 6,900,000 shares issued and outstanding at December 31, 2020 and 2019 | 690 | 690 | ||||||
Additional paid-in capital | 3,738,501 | 24,310 | ||||||
Retained earnings (accumulated deficit) | 1,260,691 | (22,966 | ) | |||||
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Total shareholders’ equity | 5,000,001 | 2,034 | ||||||
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Total liabilities and shareholders’ equity | $ | 278,844,071 | $ | 387,885 | ||||
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December 31, | ||||||||
2020 (As Restated) | 2019 | |||||||
Assets: | ||||||||
Cash | $ | 981,606 | $ | 300,000 | ||||
Prepaid expenses | 16,589 | — | ||||||
Total current assets | 998,195 | 300,000 | ||||||
Deferred offering costs | — | 87,885 | ||||||
Investments held in Trust Account | 277,845,876 | — | ||||||
Total assets | $ | 278,844,071 | $ | 387,885 | ||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | ||||||||
Liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 28,509 | $ | — | ||||
Due to related parties | 55,931 | 85,851 | ||||||
Advance from Sponsor | — | 300,000 | ||||||
Total current liabilities | 84,440 | 385,851 | ||||||
Deferred underwriting commissions | 9,660,000 | — | ||||||
Warrant liabilities | 36,620,000 | — | ||||||
Total liabilities | 46,364,440 | 385,851 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption; 27,600,000 shares and 0 shares at December 31, 2020 and 2019, respectively (at redemption value of $10.00 per share) | 276,000,000 | 0— | ||||||
Shareholders’ deficit: | ||||||||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding | 0— | 0— | ||||||
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 0 shares (excluding 27,600,000 shares subject to possible redemption) issued and outstanding at December 31, 2020 and 0 shares issued and outstanding at December 31, 2019 | 0 | — | ||||||
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 6,900,000 shares issued and outstanding at December 31, 2020 and 2019 | 690 | 690 | ||||||
Additional paid-in capital | 0 | 24,310 | ||||||
Retained earnings (accumulated deficit) | (43,521,059 | ) | (22,966 | ) | ||||
Total shareholders’ (deficit) equity | (43,520,369 | ) | 2,034 | |||||
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ deficit | $ | 278,844,071 | $ | 387,885 | ||||
For the Year Ended December 31, 2020 | For the period from September 9, 2019 (inception) through December 31, 2019 | |||||||
General and administrative expenses | $ | 562,220 | $ | 22,966 | ||||
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Loss from operations | (562,220 | ) | (22,966 | ) | ||||
Other Income: | ||||||||
Interest income and realized gain from sale of treasury securities | 1,845,877 | — | ||||||
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Net income (loss) | $ | 1,283,657 | $ | (22,966 | ) | |||
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Weighted average shares outstanding of Class A redeemable ordinary shares | 27,600,000 | — | ||||||
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Basic and diluted net income per share, Class A redeemable ordinary share | $ | 0.07 | $ | — | ||||
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Weighted average shares outstanding of Class B non-redeemable ordinary shares | 6,794,262 | 6,000,000 | ||||||
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Basic and diluted net loss per share, Class B non-redeemable ordinary share | $ | (0.08 | ) | $ | (0.00 | ) | ||
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For the Year Ended December 31, 2020 (As Restated) | For the period from September 9, 2019 (inception) through December 31, 2019 | |||||||
General and administrative expenses | $ | 562,220 | $ | 22,966 | ||||
Loss from operations | (562,220 | ) | (22,966 | ) | ||||
Other Income (expense): | ||||||||
Excess of the fair value of the private placement warrants over the cash received | (2,932,800 | ) | — | |||||
Warrant issuance costs | (1,044,453 | ) | — | |||||
Change in fair value or warrant liabilities | (7,813,200 | ) | — | |||||
Interest income and realized gain from sale of treasury securities | 1,845,877 | 0 | ||||||
Net loss | $ | (10,506,796 | ) | $ | (22,966 | ) | ||
Weighted average shares outstanding of Class A ordinary shares | 24,348,493 | 0 | ||||||
Basic and diluted net loss per share, Class A ordinary shares | $ | (0.34 | ) | $ | 0 | |||
Weighted average shares outstanding of Class B ordinary shares | 6,900,000 | 6,000,000 | ||||||
Basic and diluted net loss per share, Class B ordinary shares | $ | (0.34 | ) | $ | (0.00 | ) | ||
Ordinary Shares | Additional | Retained Earnings | Total | |||||||||||||||||||||||||
Class A | Class B | Paid-In | (Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit) | Equity | ||||||||||||||||||||||
Balance as of September 9, 2019 (inception) | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||
Issuance of Ordinary Shares to Sponsor at approximately $0.004 per share | — | — | 6,900,000 | 690 | 24,310 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (22,966 | ) | (22,966 | ) | |||||||||||||||||||
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Balance as of December 31, 2019 | — | $ | — | 6,900,000 | $ | 690 | $ | 24,310 | $ | (22,966 | ) | $ | 2,034 | |||||||||||||||
Sale of Units in Initial Public Offering | 24,000,000 | 2,400 | — | — | 239,997,600 | — | 240,000,000 | |||||||||||||||||||||
Sale of over-allotment Units | 3,600,000 | 360 | — | — | 35,999,640 | — | 36,000,000 | |||||||||||||||||||||
Sale of Private Placement Warrants to Sponsor in private placement | — | — | — | — | 7,520,000 | — | 7,520,000 | |||||||||||||||||||||
Offering costs charged to the shareholders’ equity | — | — | — | — | (15,706,060 | ) | — | (15,706,060 | ) | |||||||||||||||||||
Class A ordinary shares subject to possible redemption | (26,409,963 | ) | (2,641 | ) | — | — | (264,096,989 | ) | — | (264,099,630 | ) | |||||||||||||||||
Net income | — | — | — | — | — | 1,283,657 | $ | 1,283,657 | ||||||||||||||||||||
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Balance as of December 31, 2020 | 1,190,037 | $ | 119 | 6,900,000 | $ | 690 | $ | 3,738,501 | $ | 1,260,691 | 5,000,001 | |||||||||||||||||
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The accompanying notes are an integral part of the financial statement
CITIC CAPITAL ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2020 | For the period from September 9, 2019 (inception) through December 31, 2019 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 1,283,657 | $ | (22,966) | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Realized gain and interest earned on investment held in Trust Account | (1,845,876 | ) | — | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (16,589 | ) | — | |||||
Accounts payable and accrued expenses | 28,509 | — | ||||||
Due to related parties | 10,080 | 22,966 | ||||||
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Net cash used in operating activities | (540,219 | ) | — | |||||
Cash Flows from Investing Activities: | ||||||||
Purchase of investments held in Trust Account | (276,000,000 | ) | — | |||||
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Net cash used in investing activities | (276,000,000 | ) | — | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from Initial Public Offering | 276,000,000 | — | ||||||
Proceeds from private placement | 7,520,000 | — | ||||||
Repayment of Sponsor loan | (300,000 | ) | 300,000 | |||||
Payments of offering costs | (5,998,175 | ) | — | |||||
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Net cash provided by financing activities | 277,221,825 | 300,000 | ||||||
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Net Change in Cash | 681,606 | 300,000 | ||||||
Cash – Beginning | 300,000 | — | ||||||
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Cash – Ending | $ | 981,606 | $ | 300,000 | ||||
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Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
Deferred underwriting commissions charged to additional paid in capital | $ | 9,660,000 | $ | — | ||||
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Deferred offering costs paid by sponsor in exchange for founder shares | $ | — | $ | 25,000 | ||||
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Original value of Class A ordinary shares subject to possible redemption | $ | 262,859,036 | $ | — | ||||
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Change in value of Class A ordinary shares subject to possible redemption | $ | 1,240,594 | $ | — | ||||
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Increase in due to related party for deferred offering costs | $ | — | $ | 62,885 | ||||
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Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of September 9, 2019 (inception) | 0 | $ | 0— | $ | 0— | $ | 0— | $ | 0— | $ | 0— | |||||||||||||||||
Issuance of Class B ordinary shares to Sponsor at approximately $0.004 per share | 0 | 0— | 6,900,000 | 690 | 24,310 | 0— | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (22,966 | ) | (22,966 | ) | |||||||||||||||||||
Balance as of December 31, 2019 | 0 | $ | 0— | 6,900,000 | $ | 690 | $ | 24,310 | $ | (22,966 | ) | $ | 2,034 | |||||||||||||||
Accretion of Class A ordinary shares subject to redemption | — | — | — | — | (24,310 | ) | (32,991,297 | ) | (33,015,607 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (10,506,796 | ) | (10,506,796 | ) | |||||||||||||||||||
Balance as of December 31, 2020 (As Restated) | 0 | $ | 0 | 6,900,000 | $ | 690 | $ | 0 | $ | (43,521,059 | ) | (43,520,369 | ) | |||||||||||||||
For the Year Ended December 31, 2020 (As Restated) | For the period from September 9, 2019 (inception) through December 31, 2019 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net (loss) | $ | (10,506,796 | ) | $ | (22,966 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Realized gain and interest earned on investment held in Trust Account | (1,845,876 | ) | 0 | |||||
Excess of the fair value of the private placement warrants over the cash received | 2,932,800 | — | ||||||
Warrant issuance costs | 1,044,453 | — | ||||||
Change in fair value of warrant liabilities | 7,813,200 | — | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (16,589 | ) | — | |||||
Accounts payable and accrued expenses | 28,509 | — | ||||||
Due to related parties | 10,080 | 22,966 | ||||||
Net cash used in operating activities | (540,219 | ) | 0 | |||||
Cash Flows from Investing Activities: | ||||||||
Purchase of investments held in Trust Account | (276,000,000 | ) | — | |||||
Net cash used in investing activities | (276,000,000 | ) | — | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from Initial Public Offering | 276,000,000 | — | ||||||
Proceeds from private placement | 7,520,000 | — | ||||||
Repayment of Sponsor loan | (300,000 | ) | 300,000 | |||||
Payments of offering costs | (5,998,175 | ) | — | |||||
Net cash provided by financing activities | 277,221,825 | 300,000 | ||||||
Net Change in Cash | 681,606 | 300,000 | ||||||
Cash - Beginning | 300,000 | — | ||||||
Cash - Ending | $ | 981,606 | $ | 300,000 | ||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
Deferred underwriting commissions charged to additional paid in capital | $ | 9,660,000 | $ | — | ||||
Deferred offering costs paid by sponsor in exchange for founder shares | $ | — | $ | 25,000 | ||||
Increase in due to related party for deferred offering costs | $ | — | $ | 62,885 | ||||
The Company will have 24 months from the closing of the Initial Public Offering to complete its initial Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company 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
As Previously Restated in the First Amended Filing | Adjustment | As Restated | ||||||||||
Balance Sheet as of February 13, 2020 | ||||||||||||
Class A Ordinary shares subject to possible redemption | $ | 234,052,236 | $ | 41,947,764 | $ | 276,000,000 | ||||||
Class A Ordinary shares, $0.0001 par value | $ | 419 | $ | (419 | ) | $ | 0 | |||||
Additional Paid in Capital | $ | 8,998,141 | $ | (8,998,141 | ) | $ | 0 | |||||
Accumulated Deficit | $ | (3,999,245 | ) | $ | (32,949,204 | ) | $ | (36,948,449 | ) | |||
Total Shareholders’ Equity (Deficit) | $ | 5,000,005 | $ | (41,947,764 | ) | $ | (36,947,759 | ) | ||||
Number of shares subject to redemption | 23,405,224 | 4,194,776 | 27,600,000 |
As Previously Restated in the First Amended Filing | Adjustment | As Restated | ||||||||||
Balance Sheet as of March 31, 2020 (unaudited) | ||||||||||||
Class A Ordinary share s subject to possible redemption | $ | 246,977,618 | $ | 29,022,382 | $ | 276,000,000 | ||||||
Class A Ordinary shares, $0.0001 par value | $ | 290 | $ | (290 | ) | $ | 0 | |||||
Additional Paid in Capital | $ | (3,964,388 | ) | $ | 3,964,388 | $ | 0 | |||||
Retained Earnings (Accumulated Deficit) | $ | 8,963,409 | $ | (32,986,480 | ) | $ | (24,023,071 | ) | ||||
Total Shareholders’ Equity (Deficit) | $ | 5,000,001 | $ | (29,022,382 | ) | $ | (24,022,381 | ) | ||||
Number of shares subject to redemption | 24,697,762 | 2,902,238 | 27,600,000 |
As Previously Restated in the First Amended Filing | Adjustment | As Restated | ||||||||||
Statement of Operations For the three months ended March 31, 2020 (unaudited) | ||||||||||||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted | 27,600,000 | (13,186,667 | ) | 14,413,333 | ||||||||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted | 6,474,725 | 425,275 | 6,900,000 | |||||||||
Basic and diluted net income per ordinary share, Class A | $ | 0.06 | $ | 0.36 | $ | 0.42 | ||||||
Basic and diluted net income per ordinary share, Class B | $ | 1.12 | $ | (0.70) | $ | 0.42 |
As Previously Restated in the First Amended Filing | Adjustment | As Restated | ||||||||||
Statement of Cash Flows for the three months ended March 31, 2020 | ||||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Initial value of Class A ordinary shares subject to possible redemption | $ | 264,535,214 | $ | (264,535,214 | ) | $ | 0 |
As Previously Restated in the First Amended Filing | Adjustment | As Restated | ||||||||||
Balance Sheet as of June 30, 2020 (unaudited) | ||||||||||||
Class A Ordinary shares subject to possible redemption | $ | 248,419,296 | $ | 27,580,704 | $ | 276,000,000 | ||||||
Class A Ordinary shares, $0.0001 par value | $ | 276 | $ | (276 | ) | $ | 0 | |||||
Additional Paid in Capital | $ | (5,410,869 | ) | $ | 5,410,869 | $ | 0 | |||||
Retained Earnings (Accumulated Deficit) | $ | 10,409,904 | $ | (32,991,297 | ) | $ | (22,581,393 | ) | ||||
Total Shareholders’ Equity (Deficit) | $ | 5,000,001 | $ | (27,580,704 | ) | $ | (22,580,703 | ) | ||||
Number of shares subject to redemption | 24,841,930 | 2,758,070 | 27,600,000 |
As Previously Restated in the First Amended Filing | Adjustment | As Adjusted | ||||||||||
Statement of Operations For the three months ended June 30, 2020 | ||||||||||||
Basic and diluted net income per ordinary share, Class A | $ | 0 | $ | 0.04 | $ | 0.04 | ||||||
Basic and diluted net loss per ordinary share, Class B | $ | (0.20 | ) | $ | 0.24 | $ | 0.04 |
As Previously Restated in the First Amended Filing | Adjustment | As Restated | ||||||||||
Statement of Operations For the six months ended June 30, 2020 (unaudited) | ||||||||||||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted | 27,600,000 | (6,556,906 | ) | 21,043,094 | ||||||||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted | 6,687,363 | 212,637 | 6,900,000 | |||||||||
Basic and diluted net income per ordinary share, Class A | $ | 0.07 | $ | 0.30 | $ | 0.37 | ||||||
Basic and diluted net (loss) income per ordinary share, Class B | $ | 1.29 | $ | (0.92) | $ | 0.37 |
As Previously Restated in the First Amended Filing | Adjustment | As Restated | ||||||||||
Statement of Cash Flows for the six months ended June 30, 2020 | ||||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Initial value of Class A ordinary shares subject to possible redemption | $ | 264,434,096 | $ | (264,434,096 | ) | $ | 0 |
As Previously Restated in the First Amended Filing | Adjustment | As Restated As Adjusted | ||||||||||
Balance Sheet as of September 30, 2020 (unaudited) | ||||||||||||
Class A Ordinary share s subject to possible redemption | $ | 237,171,607 | $ | 38,828,393 | $ | 276,000,000 | ||||||
Ordinary shares Class A, $0.0001 par value | $ | 388 | $ | (388 | ) | $ | 0 | |||||
Additional Paid in Capital | $ | 5,836,708 | $ | (5,836,708 | ) | $ | 0 | |||||
Accumulated Deficit | $ | (837,785 | ) | $ | (32,991,297 | ) | $ | (33,829,082 | ) | |||
Total Shareholders’ Equity (Deficit) | $ | 5,000,001 | $ | (38,828,393 | ) | $ | (33,828,392 | ) | ||||
Number of shares subject to redemption | 23,717,161 | 3,882,839 | 27,600,000 |
As Previously Restated in the First Amended Filing | Adjustment | As Adjusted | ||||||||||
Statement of Operations For the three months ended September 30, 2020 | ||||||||||||
Basic and diluted net income per ordinary share, Class A | $ | 0 | $ | (0.33 | ) | $ | (0.33 | ) | ||||
Basic and diluted net loss per ordinary share, Class B | $ | (1.63 | ) | $ | 1.30 | $ | (0.33 | ) |
As Previously Restated in the First Amended Filing | Adjustment | As Restated As Adjusted | ||||||||||
Statement of Operations For the nine months ended September 30, 2021 (unaudited) | ||||||||||||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted | 27,600,000 | (4,347,253) | 23,252,747 | |||||||||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted | 6,758,759 | 141,241 | 6,900,000 | |||||||||
Basic and diluted net income (loss) per ordinary share, Class A | $ | 0.07 | $ | (0.10) | $ | (0.03) | ||||||
Basic and diluted net loss per ordinary share, Class B | $ | (0.39 | ) | $ | 0.36 | $ | (0.03) |
As Previously Restated in the First Amended Filing | Adjustment | As Restated | ||||||||||
Statement of Cash Flows for the nine months ended September 30, 2020 | ||||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Initial value of Class A ordinary shares subject to possible redemption | $ | 264,272,806 | $ | (264,272,806 | ) | $ | 0 |
Deferred
restated
Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.
Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.
The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss)earnings per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account and the gain on the sale of marketable securities totaling $1,845,877 for the yeartwelve months ended December 31, 2020 bybecause the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basicwarrants are contingently exercisable, and diluted for Class B non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares docontingencies have not have any redemption features and do not participate in the income earned on the Trust Account.
Net loss per share for the period from September 9, 2019 (inception) through December 31, 2019 is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 900,000 ordinary shares that are subject to forfeiture by the Company if the over-allotment option is not exercised by the underwriters (see Note 7).
The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented.
periods. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflectsbelow presents a reconciliation of the calculation ofnumerator and denominator used to compute basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
For the year ended December 31, 2020 | For the period from September 9, 2019 (Inception) through December 31, 2019 | |||||||
Redeemable Class A ordinary shares | ||||||||
Numerator: Earnings allocable to Redeemable Class A ordinary shares | ||||||||
Interest income and realized gain from sale of treasury securities | $ | 1,845,877 | $ | — | ||||
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|
|
| |||||
Redeemable net earnings | $ | 1,845,877 | $ | — | ||||
|
|
|
| |||||
Denominator: Weighted average redeemable Class A ordinary shares | ||||||||
Redeemable Class A ordinary shares, basic and diluted | 27,600,000 | — | ||||||
Earnings/basic and diluted redeemable Class A ordinary shares | $ | 0.07 | $ | — | ||||
|
|
|
| |||||
Non-redeemable Class B ordinary shares | ||||||||
Numerator: Net income minus redeemable net earnings | ||||||||
Net income (loss) | $ | 1,283,657 | $ | (22,966 | ) | |||
Redeemable net earnings | 1,845,877 | — | ||||||
|
|
|
| |||||
Non-redeemable net loss | $ | (562,220 | ) | $ | (22,966 | ) | ||
|
|
|
| |||||
Denominator: weighted average non-redeemable Class B ordinary shares | ||||||||
Non-redeemable Class B ordinary shares, basic and diluted | 6,794,262 | 6,000,000 | ||||||
Loss/ Basic and diluted non-redeemable ordinary shares | $ | (0.08 | ) | $ | (0.00 | ) | ||
|
|
|
|
for each class of ordinary share:
For the year December 31, 2020 | For the period from September 9, 2019 (inception) through December 31, 2019 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net loss per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net loss | $ | (8,186,784) | $ | (2,320,012) | $ | 0 | $ | (22,966 | ) | |||||||
Denominator: | ||||||||||||||||
Weighted-average shares outstanding | 24,348,493 | 6,900,000 | 0 | 6,000,000 | ||||||||||||
Basic and diluted net loss per share | $ | (0.34 | ) | $ | (0.34 | ) | $ | 0 | $ | (0.00 | ) | |||||
0 unrecognized tax benefits as of December 31, 2020 and 2019. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. NoNaN amounts were accrued for the payment of interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
restated
adjustment.
Note 4—Related Party Transactions
Founder Shares
On November 14, 2019,
As of December 31, 2020, the Sponsor holds 6,015,500 Founder Shares. The initial shareholders had agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. As of December 31, 2020, the underwriter had exercised its over-allotment option in full, hence, these Founder Shares are no longer subject to forfeiture.
The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares and any27,600,000 Class A ordinary share issuable upon conversion thereof until the earlier to occur of: (i) one year after the completionsold as part of the initialUnits in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination or (ii)and in connection with certain amendments to the dateCompany’s certificate of incorporation. In accordance with SEC guidance on redeemable equity instruments, which has been codified in ASC
Private Placement Warrants
Concurrently with the closing
Gross proceeds from IPO | $ | 276,000,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (18,354,000 | ) | ||
Ordinary share issuance costs | (14,661,607 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 33,015,607 | |||
Class A ordinary shares subject to possible redemption | $ | 276,000,000 | ||
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Related Party Advances
As of December 31, 2020 and 2019, the amount due to related parties was $55,931 and $85,851, respectively. The amounts were unpaid reimbursements for the operating expenses, administrative support expenses (as described below – Administrative Services Agreement), and deferred offering costs paid by the related parties on behalf of the Company.
Sponsor Loan
On December 9, 2019, the Sponsor loaned the Company $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The full $300,000 was repaid on February 13, 2020.
Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant. As of December 31, 2020 and 2019, the Company had no Working Capital Loans outstanding.
Administrative Services Agreement
Commencing on February 13, 2020, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. For the year ended December 31, 2020, the Company incurred $105,862 in such administrative services under this arrangement. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
Note 5—Commitments & Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated as of February 10, 2020. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were paid a cash underwriting discount of $5,520,000, or $0.20 per Unit of the gross proceeds of the initial 27,600,000 Units (inclusive of 3,600,000 Unit over-allotment option) sold in the Initial Public Offering, in the aggregate. In addition, the underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 24,000,000 Units sold in the Initial Public Offering, or $8,400,000, and (ii) $0.35 per Unit of the gross proceeds from the 3,600,000 Units sold pursuant to the over-allotment option, or $1,260,000, aggregating to a deferred fee of $9,660,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Note 6—Trust Account and Fair Value Measurements
As of December 31, 2020, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of $277,845,876 which was held as money market funds. The following table presents fair value information as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments consist of treasury securities fund, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows:
Carrying Value | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ | 277,845,876 | $ | 277,845,876 | $ | — | $ | — |
The Company recognizes transfers between levels in the fair value hierarchy at the end of the reporting period. There were no transfers between fair value levels for the year ended December 31, 2020 and for the period from September 9, 2019 (inception) through December 31, 2019.
Note 7—Shareholders’ Equity
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. As of December 31, 2019, there were no Class A ordinary shares issued or outstanding.
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. Holders are entitled to one vote for each share of Class B ordinary shares. As of December 31, 2020 and 2019, there were 6,900,000 Class B ordinary shares issued and outstanding.
Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to appoint directors in any election held prior to or in connection with the completion of the initial Business Combination.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Preferred Shares—The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share, 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 and 2019, there were no preferred shares issued or outstanding.
Warrants—7,520,000 private warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or(b)or (b)12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company is not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. 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 with the SEC and have an effective 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, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing 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 will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180%
Carrying Value | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Investments held in Trust Account - Money Market Fund | $ | 277,845,876 | $ | 277,845,876 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant Liabilities-Public Warrants | $ | 23,460,000 | $ | 23,460,000 | — | — | ||||||||||
Warrant Liabilities-Private Warrants | $ | 13,160,000 | — | — | $ | 13,160,000 | ||||||||||
$ | 36,620,000 | $ | 23,460,000 | — | $ | 13,160,000 |
Input | February 13, 2020 (Initial Measurement) | March 31, 2020 | June 30, 2020 | September 30, 2020 | December 31, 2020 | |||||||||||||||
Risk-free interest rate | 1.48 | % | 0.5 | % | 0.37 | % | 0.35 | % | 0.47 | % | ||||||||||
Expected term (years) | 5.00 | 5.00 | 5.00 | 5.00 | 5.00 | |||||||||||||||
Expected volatility | 22.0 | % | 17 | % | 15.0 | % | 21.0 | % | 22 | % | ||||||||||
Dividend yield | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||||
Exercise price | $ | 11.5 | $ | 11.5 | $ | 11.50 | $ | 11.50 | $ | 11.50 | ||||||||||
Asset Price | $ | 9.48 | $ | 9.46 | $ | 9.82 | $ | 9.83 | $ | 10.48 |
Input | February 13, 2020 (Initial Measurement) | March 31, 2020 | ||||||
Risk-free interest rate | 1.48 | % | 0.5 | % | ||||
Expected term (years) | 5.00 | 5.00 | ||||||
Expected volatility | 22.0 | % | 17.0 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % | ||||
Exercise price | $ | 11.5 | $ | 11.5 | ||||
Asset Price | $ | 9.48 | $ | 9.46 |
Private Warrants | Public Warrants | Warrant Liabilities | ||||||||||
Initial measurement on February 13, 2020 | $ | 10,452,800 | $ | 18,354,000 | $ | 28,806,800 | ||||||
Change in valuation inputs or other assumptions | 2,707,200 | 5,106,000 | 7,813,200 | |||||||||
Fair value as of December 31, 2020 | $ | 13,160,000 | $ | 23,460,000 | $ | 36,620,000 | ||||||
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Ruleseffective.
not effective as of December 31, 2020 because of a material weakness in our internal control over financial reporting due to the material weakness in our internal control over financial reporting described below in “Management’s Report on Internal Controls Over Financial Reporting.” In light of this, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. GAAP. Accordingly, management believes that the financial statements included in this Amendment No. 3 present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
This annual report doesreporting, as the circumstances that led to the restatement of our financial statements described in this Amendment No. 3 had not include a report of management’s assessment regarding internal control over financial reporting dueyet been previously identified.
Name | Age | Position | ||
Fanglu Wang | 57 | Chief Executive Officer, Director | ||
Eric Chan | 51 | Chief Financial Officer, Director | ||
Henri Arif | 55 | Director | ||
Ross Haghighat | 57 | Director | ||
Mark B. Segall | 58 | Director |
Name and Address of Beneficial Owner (1) | Number of Class A Ordinary Shares Beneficially Owned | Percentage of Outstanding Class A Ordinary Shares | Number of Class B Ordinary Shares Beneficially Owned (2) | Percentage of Outstanding Class B Ordinary Shares | ||||||||||||
CITIC Capital Acquisition LLC (3) | — | — | 6,002,500 | 87.0 | % | |||||||||||
Fanglu Wang | — | — | — | — | ||||||||||||
Eric Chan | — | — | — | — | ||||||||||||
Henri Arif | — | — | 862,500 | 10.9 | % | |||||||||||
Ross Haghighat | — | — | 22,000 | * | ||||||||||||
Mark B. Segall | — | — | 13,000 | * | ||||||||||||
All officers and directors as a group (five individuals) | — | — | 897,500 | 13.0 | % | |||||||||||
Glazer Capital, LLC and Paul J. Glazer (4) | 1,573,539 | 5.7 | % | — | — | |||||||||||
Hudson Bay Capital Management LP and Sander Gerber (5) | 2,031,555 | 7.4 | % | — | — | |||||||||||
Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander (6) | 1,477,813 | 5.4 | % | — | — | |||||||||||
Periscope Capital Inc. (7) | 1,687,604 | 6.1 | % | — | — |
* | Less than one percent |
(1) | Unless otherwise noted, the business address of each of the following is 9/F, East Tower, Genesis Beijing, No. 8 Xinyuan South Road, Chaoyang District, Beijing 100027, People’s Republic of China. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one |
(3) | CITIC Capital Acquisition LLC, our sponsor, is the record holder of such shares. CITIC Capital MB Investment Limited, a Cayman Islands exempted company, is the sole member and the manager of our sponsor, may be entitled distributions of the founder shares and has voting and investment discretion with respect to the ordinary shares held of record by CITIC Capital Acquisition LLC. CITIC Capital MB Investment Limited is managed by a board of directors comprised of four directors who may act unanimously in writing or by majority consent during a meeting, assuming a quorum of at least two directors is present. Eric Chan, our Chief Financial Officer, Zhang Yichen, Pan Hongyan and Liu Mo are the directors of CITIC Capital MB Investment Limited. Each of the foregoing directors of CITIC Capital MB Investment Limited disclaims any beneficial ownership of the securities held by CITIC Capital MB Investment Limited other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(4) | Pursuant to a Schedule 13G filed by such persons as a group with the SEC on February 16, 2021, each of Glazer Capital, LLC and Paul Glazer may be deemed the beneficial owner of 1,573,539 Class A ordinary shares, as a result of holding directly or indirectly, 1,573,539 Class A ordinary shares, with shared voting power and shared dispositive power with respect to such Class A ordinary shares. The business address for each of these shareholders is 250 West 55th Street, Suite 30A, New York, New York 10019. |
(5) | Pursuant to a Schedule 13G filed by such persons as a group with the SEC on February 8, 2021, each of Hudson Bay Capital Management LP and Mr. Gerber may be deemed the beneficial owner of 2,031,555 Class A ordinary shares, as a result of holding directly or indirectly, 2,031,555 Class A ordinary shares, with shared voting power and shared dispositive power with respect to such Class A ordinary shares. The business address for each of these shareholders is 777 Third Avenue, 30th Floor, New York, NY 10017. |
(6) | Pursuant to a Schedule 13G/A filed by such persons as a group with the SEC on February 4, 2021, each of Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander may be deemed the beneficial owner of 1,477,813 Class A ordinary shares, as a result of holding directly or indirectly, 1,171,000 Class A ordinary shares and 306,813 units. Each unit consists of one Class A ordinary share and one-half of one warrant of the Company, with shared voting power and shared dispositive power with respect to such Class A ordinary shares. The business address for each of these shareholders is 666 Fifth Avenue, New York, New York 10103. |
(7) | Pursuant to a Schedule 13G filed with the SEC on February 16, 2021, Periscope Capital Inc. may be deemed the beneficial owner of 1,687,604 Class A ordinary shares, as a result of holding directly or indirectly, 1,687,604 Class A ordinary shares. The business address for this shareholder is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2. |
For the Year Ended December 31, 2020 | ||||
Audit Fees (1) | $ | 111,020 | ||
Audit-Related Fees (2) | $ | — | ||
Tax Fees (3) | $ | — | ||
All Other Fees (4) | $ | — | ||
Total Fees | $ | 111,020 |
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(1) | Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. |
(2) | Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. |
(3) | Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. |
(4) | All Other Fees. All other fees consist of fees billed for all other services. |
(a) | The following documents are filed as part of this report: |
(1) |
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(2) |
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(3) |
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March 31, 2021
December 21, 2021 | ||||||
CITIC CAPITAL ACQUISITION CORP. | ||||||
By: | /s/ Fanglu Wang | |||||
Name: Fanglu Wang | ||||||
Title: Chief Executive Officer |
Name | Title | Date | ||
/s/ Fanglu Wang Fanglu Want | Chief Executive Officer and Director | December 21, 2021 | ||
/s/ Eric Chan Eric Chan | Chief Financial Officer and Director | December 21, 2021 | ||
/s/ Henri Arif Henri Arif | Director | December 21, 2021 | ||
/s/ Ross Haghighat Ross Haghighat | Director | December 21, 2021 | ||
/s/ Mark B. Segall Mark B. Segall | Director | December 21, 2021 |
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