☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 |
333 South Grand Avenue, 28th Floor Los Angeles, CA | 90071 | |||
(Address of principal executive offices) | (Zip Code) |
included as part of the unitspar value $0.0001 per share Redeemable warrants included as partthe units$11.50
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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iv
You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
You will not be entitled to protections normally afforded to investors of many other blank check companies.
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Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this
other entity before being directed, if at all, to us. None of Oaktree, our Founders or any members of our board of directors who are also employed by Oaktree or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of Oaktree. However, we do not expect these duties to materially affect our ability to complete our initial business combination. To address the matters set out above our amended and restated memorandum and articles of association provide that, to the maximum extent permitted by law, we renounce any interest or expectancy in, or in being offered an opportunity to participate in any business combination opportunity which may be a corporate opportunity for both us and another entity, including any entities managed by Oaktree or its affiliates and any companies in which Oaktree or such entities have invested about which any of our officers or directors acquires knowledge and we will waive any claim or cause of action we may have in respect thereof. In addition our amended and restated articles of association contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the Company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity.
against the proposed transaction. In addition, our sponsor and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of our initial public offering.
ITEM 1A. | RISK FACTORS |
and the final prospectus associated with our initial public offering, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
the shares voted at such meeting, including the founder shares. As a result, in addition to our initial shareholders’ founder shares, we would need 9,375,001 or 37.5% (assuming all outstanding shares are voted) of the 25,000,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our sponsor and each member of our management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.
structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The
of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination our public shareholders may receive only 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.
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 are unable to consummate an initial business combination within 24 months from the closing of our initial public offering, 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 ten years following redemption. Accordingly, the
directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their securities. Such shareholders are 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.
We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares to redeem the warrants or upon conversion of the Class B ordinary shares at a ratio greater than
requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
funds in the trust account that are available for distribution to public shareholders and not previously released to us to fund our Regulatory Withdrawals and/or to pay our income taxes, and our warrants will expire worthless. In addition, even if we do not need 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 shareholders is required to provide any financing to us in connection with or after our initial business combination.
under the securities laws of the state of the exercising holder, unless an exemption is available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and its transferees (which may include our directors and executive officers) would be able to sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
memorandum and articles of association provide that, to the maximum extent permitted by law, we renounce any interest or expectancy in, or in being offered an opportunity to participate in any business combination opportunity which may be a corporate opportunity for both us and another entity, including any entities managed by Oaktree or its affiliates and any companies in which Oaktree or such entities have invested about which any of our officers or directors acquires knowledge and we will waive any claim or cause of action we may have in respect thereof. In addition our amended and restated articles of association contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the Company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity.
After completion of our initial public offering, only
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
ITEM 6. | SELECTED FINANCIAL DATA |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Liquidity and Capital Resources
Account.
Based on
continue as a going concern.
the listed market price of such warrants.
sheets.
The Company’s statement of operations include As a presentation ofresult, diluted net income (loss) per share is the same as basic net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary share, basicyear ended December 31, 2021 and diluted for Class A ordinary shares are calculated by dividing the net gain earned on investments held in the Trust Account less a working capital credit resulting in break-even result of operations for the
period from August 5, 2020 (inception) through December 31, 2020, by2020. Accretion associated with the weighted average number of Class A ordinary shares outstandingsubject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.
Recent Accounting Pronouncements
operations or cash flows.
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. | CONTROLS AND PROCEDURES |
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
This Annual Report on Form 10-K does not include a report
JOBS Act.
ITEM 9B. | OTHER INFORMATION |
ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION |
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name | Age | Position | ||||
Patrick McCaney | 41 | Chief Executive Officer and Director | ||||
Alexander Taubman | 34 | President | ||||
Zaid Pardesi | 39 | Chief Financial Officer and Head of M&A | ||||
Mathew Pendo | 57 | Chief Operating Officer | ||||
John Frank | 64 | Chairman and Director | ||||
Paul Meister | 68 | Director | ||||
Andrea Wong | 54 | Director | ||||
Anthony Grillo | 66 | Director |
industry group. Subsequently, Mr. Pendo was a managing director at Barclays Capital, first serving as
Networks where she oversaw the operations of Lifetime Television, Lifetime Movie Network, Lifetime Real Women, and Lifetime Digital, including programming, marketing, advertising sales, affiliate sales, public affairs, business and legal affairs, strategic planning, operations and research. Prior to that, Ms. Wong was Executive Vice President, Alternative Programming, Specials and Late Night at ABC. Ms. Wong graduated from MIT with a degree in electrical engineering and received an M.B.A. from Stanford University. She is a Henry Crown Fellow at the Aspen Institute, serves on the Stanford Graduate School of Business Advisory Council and is a member of the Committee of 100. We believe Ms. Wong’s senior leadership and international business experience are valuable to the board and make her well qualified to serve as a member of our board of directors.
Individual | Entity | Entity’s Business | Affiliation | |||
Patrick McCaney | Oaktree Capital Management, L.P. | Asset Management | Managing Director and Portfolio Manager | |||
Oaktree Acquisition Corp. III | Special Purpose Acquisition Company | Co-Chief Executive Officer and Director | ||||
Alexander Taubman | Oaktree Capital Management, L.P. | Asset Management | Managing Director | |||
Oaktree Acquisition Corp. III | Special Purpose Acquisition Company | Co-Chief Executive Officer | ||||
Taubman Ventures Group LLC and certain affiliates | Asset Management | Advisor | ||||
Zaid Pardesi | Oaktree Capital Management, L.P. | Asset Management | Managing Director | |||
Oaktree Acquisition Corp. III | Special Purpose Acquisition Company | President and Chief Financial Officer | ||||
John Frank | Oaktree Capital Management, L.P. | Asset Management | Vice Chairman | |||
Oaktree Acquisition Corp. III | Special Purpose Acquisition Company | Chairman and Director | ||||
Oaktree Specialty Lending Corporation | Asset Management | Chairman and Director | ||||
Chevron Corporation | Energy | Director | ||||
Mathew Pendo | Oaktree Capital Management, L.P. | Asset Management | Managing Director, Head of Corporate Development and Capital Markets | |||
Oaktree Acquisition Corp. III | Special Purpose Acquisition Company | Chief Operating Officer | ||||
Oaktree Specialty Lending Corporation | Asset Management | President and Chief Operating Officer | ||||
Oaktree Strategic Income II | Asset Management | President and Chief Operating Officer |
Individual | Entity | Entity’s Business | Affiliation | |||
Anthony Grillo | ||||||
NarrativeWave | Software Development | Director | ||||
Littelfuse | Electronic Component Manufacturing | Director | ||||
Paul Meister | Liberty Lane Partners, LLC | Private Equity | Co-Founder | |||
Perspecta Trust | Investment, Trust and Wealth Advisory Services | Co-Founder |
Quanterix Corporation | Healthcare | Director | ||||
University of Michigan’s Life Sciences Institute | Life Sciences | Co-Chair of External Advisory Board; Chair of the Provost’s Advisory Committee | ||||
Aptiv PLC | Technology | Director | ||||
Amneal Pharmaceuticals, Inc. | Healthcare | Chairman and Director | ||||
Andrea Wong | Liberty | Media | Director | |||
Qurate Retail Group | Media | Director | ||||
Hudson Pacific Properties | Real Estate | Director | ||||
Roblox Corporation | Technology | Director |
initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. The private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors owns ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
ITEM 11. | EXECUTIVE COMPENSATION |
officers and directors, or any of their respective affiliates will be reimbursed for any
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
Name of Beneficial Owners(1) | Class A ordinary shares | Class B ordinary shares | Ordinary shares | |||||||||||||||||
Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Voting Control | ||||||||||||||||
Oaktree Acquisition Holdings II, L.P. (our sponsor) (2) | — | — | 6,250,000 | 100 | % | 20.0 | % | |||||||||||||
Patrick McCaney(3) | — | — | — | — | — | |||||||||||||||
Alex Taubman(3) | — | — | — | — | — | |||||||||||||||
Zaid Pardesi(3) | — | — | — | — | — | |||||||||||||||
John Frank(3) | — | — | — | — | — | |||||||||||||||
Mathew Pendo(3) | — | — | — | — | — | |||||||||||||||
Andrea Wong(3) | — | — | — | — | — | |||||||||||||||
Anthony Grillo(3) | — | — | — | — | — | |||||||||||||||
Paul Meister(3) | — | — | — | — | — | |||||||||||||||
All officers and directors as a group (eight individuals) | — | — | — | — | — | |||||||||||||||
Integrated Core Strategies (US) LLC(4) | 1,600,480 | 6.4 | % | — | — | 5.1 | % |
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Class A ordinary shares | Class B ordinary shares | Ordinary shares | ||||||||||||||||||
Name of Beneficial Owners(1) | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Voting Control | |||||||||||||||
Oaktree Acquisition Holdings II, L.P. (our sponsor)(2) | — | — | 6,250,000 | 100 | % | 20.0 | % | |||||||||||||
Patrick McCaney(3) | — | — | — | — | — | |||||||||||||||
Alex Taubman(3) | — | — | — | — | — | |||||||||||||||
Zaid Pardesi(3) | — | — | — | — | — | |||||||||||||||
John Frank(3) | — | — | — | — | — | |||||||||||||||
Mathew Pendo(3) | — | — | — | — | — | |||||||||||||||
Andrea Wong(3) | — | — | — | — | — | |||||||||||||||
Anthony Grillo(3) | — | — | — | — | — | |||||||||||||||
Paul Meister(3) | — | — | — | — | — | |||||||||||||||
All officers and directors as a group (eight individuals) | — | — | — | — | — | |||||||||||||||
Millennium Management LLC(4) | 1,334,885 | 5.3 | % | — | — | 4.3 | % |
(1) | Unless otherwise noted, the business address of each of our shareholders is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. |
(2) | Represents shares directly held by Oaktree Acquisition Holdings II, L.P. (“Holdings”). The general partner of Holdings is Oaktree Acquisition Holdings II GP Ltd. (“Holdings GP”). The director of Holdings GP is Oaktree. The director of Oaktree is Oaktree Capital Management GP, LLC (“Management GP”). The sole managing member of Management GP is Atlas OCM Holdings, LLC (“Atlas”). Oaktree Capital Group Holdings GP, LLC (“OCGH GP”) is the indirect owner of the class B units of Atlas. Brookfield Asset Management, Inc. (“BAM”) is the indirect owner of the class A units of Atlas. Partners Limited (“Partners”) is the sole owner of Class B Limited Voting Shares of BAM. Each of Holdings, Holdings GP, Oaktree, Management GP, Atlas, BAM, and Partners, disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of their respective pecuniary interest therein. The principal business office of each of Holdings, Holdings GP, Oaktree, Management GP, Atlas and OCGH GP is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. The Principal Business Office of each of BAM and Partners is C/O Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. |
(3) | Does not include any shares indirectly owned by this individual as a result of his partnership interest in our sponsor. |
(4) | Includes Class A ordinary shares beneficially held by |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
$113,370 and $77,530, respectively.
ITEM 15. | EXHIBITS, FINANCIAL STATEMENTS SCHEDULES |
| Description | ||
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) |
* | Filed |
** | Furnished herewith |
(1) | Incorporated by reference to the company’s Form 8-K, filed with the SEC on December 7, 2021. |
(2) | Incorporated by reference to the company’s Form S-1/A, filed with the SEC on September 14, 2020. |
Incorporated by reference to the company’s Form 8-K, filed with the SEC on September 22, 2020. |
Incorporated by reference to the company’s Form S-1, filed with the SEC on August 31, 2020. |
(5) | Incorporated by reference to the Initial 10-K filed on March 31, 2021. |
ITEM 16. |
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OAKTREE ACQUISITION CORP. II | ||
/ s/ Zaid Pardesi | ||
Name: | Zaid Pardesi | |
Title: | Chief Financial Officer and Head of M&A |
Name | Position | Date | ||||
/ s/ Patrick McCaney Patrick McCaney | Chief Executive Officer, Director and Authorized Representative ( Principal Executive Officer | March | ||||
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/ s/ Zaid Pardesi Zaid Pardesi | Chief Financial Officer and Head of M&A | |||||
| ( Principal Financial and Accounting Officer | |||||
| March | |||||
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/ s/ John Frank John Frank | ||||||
| Chairman and Director | March | ||||
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/s/ Paul Meister Paul Meister | ||||||
| Director | March | ||||
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/s/ Andrea Wong Andrea Wong | ||||||
| Director | March | ||||
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/s/ Anthony Grillo Anthony Grillo | Director | March 30, 2022 |
Page No. | ||||
F-2 | ||||
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F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7-F-23 |
F-1
PCAOB ID Number 100
DECEMBER 31, 2020
Assets | ||||
Current assets: | ||||
Cash | $ | 1,277,714 | ||
Prepaid expenses | 249,389 | |||
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Total current assets | 1,527,103 | |||
Investments held in Trust Account | 250,006,919 | |||
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Total assets | $ | 251,534,022 | ||
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Liabilities and Shareholders’ Equity | ||||
Current liabilities: | ||||
Accounts payable | $ | 6,997 | ||
Accrued expenses | 197,589 | |||
Accrued expenses—related party | 57,930 | |||
Advance from related party | 119,159 | |||
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Total current liabilities | 381,675 | |||
Deferred legal fees | 100,000 | |||
Deferred underwriting commissions | 8,750,000 | |||
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Total liabilities | 9,231,675 | |||
Commitments and Contingencies | ||||
Class A ordinary shares; 23,730,234 shares subject to possible redemption at $10.00 per share | 237,302,340 | |||
Shareholders’ Equity: | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | |||
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 1,269,766 shares issued and outstanding (excluding 23,730,234 shares subject to possible redemption) | 127 | |||
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 6,250,000 shares issued and outstanding | 625 | |||
Additional paid-in capital | 5,263,300 | |||
Accumulated deficit | (264,045 | ) | ||
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Total shareholders’ equity | 5,000,007 | |||
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Total Liabilities and Shareholders’ Equity | $ | 251,534,022 | ||
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SHEETS
December 31, 2021 | December 31, 2020 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 587,171 | $ | 1,277,714 | ||||
Prepaid expenses | 100,000 | 249,389 | ||||||
Total current assets | 687,171 | 1,527,103 | ||||||
Investments held in Trust Account | 250,034,128 | 250,006,919 | ||||||
Total assets | $ | 250,721,299 | $ | 251,534,022 | ||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 233,405 | $ | 6,997 | ||||
Accrued expenses | 4,784,896 | 197,590 | ||||||
Accrued expenses—related party | 240,822 | 57,930 | ||||||
Advance from related party | 119,159 | 119,159 | ||||||
Total current liabilities | 5,378,282 | 381,676 | ||||||
Deferred legal fees | 100,000 | 100,000 | ||||||
Deferred underwriting commissions | 8,750,000 | 8,750,000 | ||||||
Derivative warrant liabilities | 11,571,670 | 21,374,160 | ||||||
Total liabilities | 25,799,952 | 30,605,836 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares, $0.0001 per share; 25,000,000 shares issued and outstanding at December 31, 2021 and 2020 | 250,000,000 | 250,000,000 | ||||||
Shareholders’ Deficit: | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding at December 31, 2021 and 2020 | 0 | 0 | ||||||
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 0 non-redeemable shares issued and outstanding at December 31, 2021 and 2020 | 0 | 0 | ||||||
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 6,250,000 shares issued and outstanding at December 31, 2021 and 2020 | 625 | 625 | ||||||
Additional paid-in capital | 0 | 0 | ||||||
Accumulated deficit | (25,079,278 | ) | (29,072,439 | ) | ||||
Total shareholders’ deficit | (25,078,653 | ) | (29,071,814 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 250,721,299 | $ | 251,534,022 | ||||
For The Year Ended December 31, 2021 | For The Period From August 5, 2020 (Inception) Through December 31, 2020 | |||||||
General and administrative expenses | $ | 5,861,538 | $ | 270,964 | ||||
Loss from operations | (5,861,538 | ) | (270,964 | ) | ||||
Other income (expense) | ||||||||
Change in fair value of derivative warrant liabilities | 9,802,490 | (8,574,000 | ) | |||||
Financing costs—derivative warrant liabilities | — | (433,190 | ) | |||||
Income from investments held in Trust Account | 52,209 | 6,919 | ||||||
Total other income (expense) | 9,854,699 | (9,000,271 | ) | |||||
Net income (loss) | $ | 3,993,161 | $ | (9,271,235 | ) | |||
Basic and diluted weighted average shares outstanding of Class A ordinary shares | 25,000,000 | 17,176,871 | ||||||
Basic and diluted net income (loss) per share, Class A | $ | 0.13 | $ | (0.40 | ) | |||
Basic and diluted weighted average shares outstanding of Class B ordinary shares | 6,250,000 | 6,058,673 | ||||||
Basic and diluted net income (loss) per share, Class B | $ | 0.13 | $ | (0.40 | ) | |||
General and administrative expenses | $ | 270,964 | ||
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Loss from operations | (270,964 | ) | ||
Net gain on investments held in Trust Account | 6,919 | |||
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Net loss | $ | (264,045 | ) | |
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Basic and diluted weighted average shares outstanding of Class A ordinary shares | 25,000,000 | |||
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Basic and diluted net income per share, Class A | $ | — | ||
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Basic and diluted weighted average shares outstanding of Class B ordinary shares | 6,058,673 | |||
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Basic and diluted net loss per share, Class B | $ | (0.04 | ) | |
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Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance—August 5, 2020 (inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 6,468,750 | 647 | 24,353 | — | 25,000 | |||||||||||||||||||||
Excess of cash receipts over the fair value of the private warrants sold to Sponsor | — | — | — | — | 1,460,440 | 1,460,440 | ||||||||||||||||||||||
Forfeiture of Class B ordinary shares from Sponsor | — | — | (218,750 | ) | (22 | ) | 22 | — | — | |||||||||||||||||||
Accretion on Class A ordinary shares subject to possible redemption | — | — | — | — | (1,484,815 | ) | (19,801,204 | ) | (21,286,019 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (9,271,235 | ) | (9,271,235 | ) | |||||||||||||||||||
Balance—December 31, 2020 | 0 | 0 | 6,250,000 | 625 | — | (29,072,439 | ) | (29,071,814 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 3,993,161 | 3,993,161 | |||||||||||||||||||||
Balance—December 31, 2021 | 0 | $ | 0 | 6,250,000 | $ | 625 | $ | — | $ | (25,079,278 | ) | $ | (25,078,653 | ) | ||||||||||||||
FOR THE PERIOD FROM AUGUST 5, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Equity | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance - August 5, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 6,468,750 | 647 | 24,353 | — | 25,000 | |||||||||||||||||||||
Sale of units in initial public offering, gross | 25,000,000 | 2,500 | — | — | 249,997,500 | — | 250,000,000 | |||||||||||||||||||||
Offering costs | — | — | — | — | (14,458,608 | ) | — | (14,458,608 | ) | |||||||||||||||||||
Sale of private placement warrants to Sponsor | — | — | — | — | 7,000,000 | — | 7,000,000 | |||||||||||||||||||||
Forfeiture of Class B ordinary shares by Sponsor | — | — | (218,750 | ) | (22 | ) | 22 | — | — | |||||||||||||||||||
Shares subject to possible redemption | (23,730,234 | ) | (2,373 | ) | — | — | (237,299,967 | ) | — | (237,302,340 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (264,045 | ) | (264,045 | ) | |||||||||||||||||||
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Balance - December 31, 2020 | 1,269,766 | $ | 127 | 6,250,000 | $ | 625 | $ | 5,263,300 | $ | (264,045 | ) | $ | 5,000,007 | |||||||||||||||
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CASH FLOWS
For The Year Ended December 31, 2021 | For The Period From August 5, 2020 (Inception) Through December 31, 2020 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 3,993,161 | $ | (9,271,235 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Income from investments held in Trust Account | (52,209 | ) | (6,919 | ) | ||||
Financing costs—derivative warrant liabilities | — | 433,190 | ||||||
Change in fair value of derivative warrant liabilities | (9,802,490 | ) | 8,574,000 | |||||
General and administrative expenses paid by related party under note payable | — | 26,961 | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 149,389 | (249,389 | ) | |||||
Accounts payable | 226,408 | 6,997 | ||||||
Accrued expenses | 4,672,307 | 112,589 | ||||||
Accrued expenses—related party | 182,891 | 57,930 | ||||||
Net cash used in operating activities | (630,543 | ) | (315,876 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Cash withdrawn from Trust Account | 25,000 | — | ||||||
Cash deposited in Trust Account | — | (250,000,000 | ) | |||||
Net cash provided by (used in) investing activities | 25,000 | (250,000,000 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds received from initial public offering, gross | — | 250,000,000 | ||||||
Proceeds received from private placement | — | 7,000,000 | ||||||
Offering costs paid | (85,000 | ) | (5,406,410 | ) | ||||
Net cash (used in) provided by financing activities | (85,000 | ) | 251,593,590 | |||||
Net change in cash | (690,543 | ) | 1,277,714 | |||||
Cash—beginning of the period | 1,277,714 | — | ||||||
Cash—end of the period | $ | 587,171 | $ | 1,277,714 | ||||
Supplemental disclosure of noncash investing and financing activities: | ||||||||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | — | $ | 25,000 | ||||
Offering costs included in accrued expenses | $ | — | $ | 85,000 | ||||
Offering costs included in note payable—related party | $ | — | $ | 92,198 | ||||
Forfeiture of Class B ordinary shares from Sponsor | $ | — | $ | 22 | ||||
Deferred legal fees | $ | — | $ | 100,000 | ||||
Deferred underwriting commissions in connection with the initial public offering | $ | — | $ | 8,750,000 |
FOR THE PERIOD FROM AUGUST 5, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
Cash Flows from Operating Activities: | ||||
Net loss | $ | (264,045 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Unrealized gain on investments held in Trust Account | (6,919 | ) | ||
General and administrative expenses paid by related party under note payable | 26,961 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (249,389 | ) | ||
Accounts payable | 6,997 | |||
Accrued expenses | 112,589 | |||
Accrued expenses - related party | 57,930 | |||
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Net cash used in operating activities | (315,876 | ) | ||
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Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (250,000,000 | ) | ||
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Net cash used in investing activities | (250,000,000 | ) | ||
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Cash Flows from Financing Activities: | ||||
Proceeds received from initial public offering, gross | 250,000,000 | |||
Proceeds received from private placement | 7,000,000 | |||
Offering costs paid | (5,406,410 | ) | ||
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Net cash provided by financing activities | 251,593,590 | |||
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Net change in cash | 1,277,714 | |||
Cash - beginning of the period | — | |||
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Cash - end of the period | $ | 1,277,714 | ||
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Supplemental disclosure of noncash investing and financing activities: | ||||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 25,000 | ||
Offering costs included in accrued expenses | $ | 85,000 | ||
Offering costs included in note payable—related party | $ | 92,198 | ||
Forfeiture of Class B ordinary shares from Sponsor | $ | 22 | ||
Deferred legal fees | $ | 100,000 | ||
Deferred underwriting commissions | $ | 8,750,000 | ||
Initial Value of Class A ordinary shares subject to possible redemption | $ | 237,548,370 | ||
Change in value of Class A ordinary shares subject to possible redemption | $ | (246,030 | ) |
The accompanying notes are an integral part of these financial statements.
The Company has selected December 31 as its fiscal year end.
as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). Thearewill be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
The Sponsor agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00
This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Liquidity
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of
The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and
2021 and 2020.
As
combination of a Monte Carlo simulation model and the listed public warrant price.
The Company classifies deferred underwriting commissions as
Net Income Per Ordinary Share
Net income (loss) per share is computed by dividing net income (loss) byEffective with the weighted-average numberclosing of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering, and the Private Placement to purchase an aggregate of 10,916,667 ofCompany recognized the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method.
The Company’s statement of operations include a presentation of income (loss) per share for ordinary shares subjectaccretion from initial book value to redemption amount, which resulted in a manner similar to charges against additionaltwo-class method of income per share. Net income (loss) per share, basicextent available) and diluted for Class A ordinary shares are calculated by dividing the net gain on investments held in the Trust Account less a working capital credit resulting in break-even results of operations for the period from August 5, 2020 (inception) through December 31, 2020, by the weighted average number of Class A ordinary shares outstanding for the period. Net loss per share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares by the weighted average number of Class B ordinary shares outstanding for the period.
accumulated deficit.
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
For the Year Ended December 31, 2021 | ||||||||
Class A | Class B | |||||||
Basic and diluted net income per common share: | ||||||||
Numerator: | ||||||||
Allocation of net income | $ | 3,194,529 | $ | 798,632 | ||||
Denominator: | ||||||||
Basic and diluted weighted average common shares outstanding | 25,000,000 | 6,250,000 | ||||||
Basic and diluted net income per common share | $ | 0.13 | $ | 0.13 | ||||
For the Period From August 5, 2020 (inception) Through December 31, 2020 | ||||||||
Class A | Class B | |||||||
Basic and diluted net loss per common share: | ||||||||
Numerator: | ||||||||
Allocation of net loss | $ | (6,871,324 | ) | $ | (2,399,911 | ) | ||
Denominator: | ||||||||
Basic and diluted weighted average common shares outstanding | 17,176,871 | 6,058,673 | ||||||
Basic and diluted net loss per common share | $ | (0.40 | ) | $ | (0.40 | ) | ||
Each Unit consisted of one Class A ordinary share, and6)8).
Reimbursement Agreement
without interest, or, at the lender’s discretion, up
sheets.
sheets.
Class A Ordinary Shares— Subject to Possible Redemption
Gross Proceeds | $ | 250,000,000 | ||
Less: | ||||
Offering costs allocated to Class A shares subject to possible redemption | (14,025,419 | ) | ||
Proceeds allocated to Public Warrants at issuance | (7,260,600 | ) | ||
Plus: | ||||
Accretion on Class A ordinary shares subject to possible redemption amount | 21,286,019 | |||
Class A ordinary shares subject to possible redemption | $ | 250,000,000 | ||
$0.0001 $ 20%(See(
Warrants—
As of December 31, 2020, there were 4,666,667 Private Placement Warrants outstanding.
December 31, 2021 Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account | $ | 250,034,128 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities-public warrants | $ | 6,625,000 | $ | — | $ | — | ||||||
Derivative warrant liabilities-private warrants | $ | — | $ | 4,946,670 | $ | — |
December 31, 2020 Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account | $ | 250,006,919 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities-public warrants | $ | 11,946,640 | $ | — | $ | — | ||||||
Derivative warrant liabilities-private warrants | $ | — | $ | — | $ | 9,427,520 |
As of December 31, 2020 | ||||
Stock price | $ | 10.49 | ||
Volatility | 24.5 | % | ||
Expected life of the options to convert | 6.21 | |||
Risk-free rate | 0.54 | % | ||
Dividend yield | 0— |
Derivative warrant liabilities at August 5, 2020 (inception) | $ | 0 | ||
Issuance of Public and Private Warrants | 12,800,160 | |||
Change in fair value of warrant liabilities | 8,574,000 | |||
Transfer of public warrants to Level 1 | (11,946,640 | ) | ||
Balance as of December 31, 2020 | 9,427,520 | |||
Change in fair value of warrant liabilities | (9,802,490 | ) | ||
Transfer of private warrants to Level 2 | 374, 970 | |||
Balance as of December 31, 2021 | $ | 0 | ||
F-17