☒ | 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 |
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Cayman Islands | 98-1554335 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification Number) |
123 E San Carlos Street, Suite 12 | ||
San Jose, California | 95112 | |
(Address of principal executive offices) | (Zip Code) |
Not Applicable(Former name or former address, if changed since last report) Symbol(s)
which registered PIAI.U Class A ordinary shares, par value $0.0001 PIAI Warrants, each whole warrant PIAI.W The New York Stock Exchange
None.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||||
Emerging growth company | ☒ |
As
our voting and
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“initial shareholders” are to our sponsor and each other holder of founder shares upon the consummation of our Initial Public Offering.
Our
To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
General
In addition, partner business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Partner businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to partner businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Annual Report on Form
There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a
In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the
In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The COVID-19 pandemic has and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential partner business with which we consummate a business combination could be materially and adversely affected.
Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the partner business’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our
Additionally, the COVID-19 outbreak has resulted, and a significant outbreak of other infectious diseases could result, in a widespread health crisis that has affected, or could adversely affect, the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new variant strains of the underlying disease that may develop, new information which may emerge concerning the severity of COVID-19 and the actions to contain
You will not be entitled
In addition, regardless of whether we reincorporate in another jurisdiction, we could be treated as tax resident in the jurisdiction in which the partner company or business is located, which could result in adverse tax consequences to us (e.g., taxation on our worldwide income in such jurisdiction) and to our shareholders or warrant holders (e.g., withholding taxes on dividends and taxation of disposition gains).
Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s
In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for share
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
Our corporate affairs and the rights of shareholders will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States. For a more detailed discussion of the principal differences between the provisions of the Companies Act applicable to us and, for example, the laws applicable to companies incorporated in the United States and their shareholders, see the section of this Annual Report on Form
In connection with our Initial Public Offering and the underwriter’s exercise of the over-allotment option, we incurred offering costs of approximately $18.4 million (including underwriting commissions of approximately $7.1 million and deferred underwriting commissions of approximately $11.3 million). Other incurred offering costs consisted principally of formation and preparation fees related to the Initial Public Offering. Our sponsor and its affiliate had loaned us an aggregate of approximately $98,000 to cover expenses related to our Initial Public Offering pursuant to a promissory note. This loan was non-interest bearing and became payable upon the completion of our Initial Public Offering. On September 16, 2020, we repaid the note in full to the sponsor.
After deducting the underwriting discounts and commissions (excluding the deferred portion of approximately $11.3 million in underwriting discounts and commissions, which amount will be payable upon consummation of our initial business combination, if consummated) and our Initial Public Offering expenses, approximately $300.0 million of the net proceeds from our Initial Public Offering and the private placement of the private placement warrants (or $10.00 per unit sold in our Initial Public Offering) was placed in the trust account. As of the date of this Annual Report on Form 10-K, we had approximately $1.6 million in cash held outside the trust account and will be used to fund our operating expenses. The net proceeds of our Initial Public Offering and certain proceeds from the sale of the private placement warrants are held in the trust account and are invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
Our The registration statement for ourthe initial public offering (the “Initial Public Offering”) was declared effective on September 9, 2020.2020 (the “Initial Public Offering”). On September 14, 2020, we consummated the Initial Public Offering of 30,000,000 units (the(each, a “Unit” and collectively, the “Units”) and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.1 million, inclusive of approximately $10.5 million in deferred underwriting commissions. The underwriters were granted a
If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or September 14, 2022 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at aourthe board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
Going Concern
Based onLoans.
date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
approximately $975,000, including administrative expenses with related parties of $120,000.
$87,000.
sheets.
Our statement of operations includes 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 per share. Net income per share, basicyear ended December 31, 2021 and diluted for Class A ordinary shares is calculated by dividing the gain on marketable securities, dividends, and interest held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account, resulting in net income of $87,000 for the period from July 21, 2020 (inception) through December 31, 2020, by2020. Accretion associated with the weighted average number ofredeemable Class A ordinary shares outstanding foris excluded from earnings per share as the period. Net loss per ordinary share, basicredemption value approximates fair value.
Initial Public Offering and Private Placement were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Inflation
We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.
As of December 31, 2020, 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. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
Not applicable.
Name | Age | Position | ||||
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Michael Cordano | Co-Chief Executive Officer, Director | |||||
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55 | Co-Chief Executive Officer, Chief Financial Officer, Director | |||||
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61 | Founder | |||||
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63 | Director | |||||
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56 | Director | |||||
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79 | Director | |||||
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56 | Chairman | |||||
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53 | Director |
We believe that Mr. Doll is qualified to serve as a director based on his more than
INDIVIDUAL | ENTITY | ENTITY’S BUSINESS | AFFILIATION | |||
Michael Cordano | Cordano Capital, LLC | Investment Management | Managing Member | |||
Mark Long | McKinsey & Company | Consulting | Senior Advisor | |||
LongView Global Equity, LLC | Investment Management | Managing Member | ||||
Cathleen Benko | NIKE, Inc. | Athletic Footwear, Apparel, Equipment, Accessories and Services | Director | |||
Roger Crockett | Western Digital Corporation | Data Storage Devices and Solutions | Vice President, Global Head of Diversity & Inclusion | |||
Dixon Doll | DCM Ventures | Global Venture Capital Firm | Co-Founder and Partner Emeritus | |||
Impact Venture Capital | Venture Capital Firm | Senior Advisor | ||||
Keyur Patel | Gaia, Inc. | Video and Wellness | Director | |||
Fuse Capital and Fuse+Media Pvt. Ltd. | Investment Management | Chairman and Chief Executive Officer | ||||
Joanna Strober | Kurbo Health, a subsidiary of Weight Watchers | Health and Lifestyle | Senior Vice President |
has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the required time period. If we do not complete our initial business combination within the required time period, the private placement warrants and the underlying securities will expire worthless. Except as described herein, our sponsor and our founding team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our 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 sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any30-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, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, private placement warrants and the Class A ordinary shares underlying such warrants, will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular partner business is an appropriate business with which to effectuate our initial business combination. |
Class B ordinary shares(2)(3)(4) | Class A ordinary shares | |||||||||||||||||||
Name of Beneficial Owners | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Voting Control | |||||||||||||||
Prime Impact Cayman, LLC (our sponsor)(1) | 8,002,103 | 99 | % | — | — | 19.8 | % | |||||||||||||
Magnetar Financial LLC(5) | — | — | 2,938,448 | 9.07 | % | 7.3 | % | |||||||||||||
Integrated Core Strategies (US) LLC(6) | — | — | 2,530,500 | 7.8 | % | 6.3 | % | |||||||||||||
Linden Capital LP(7) | — | — | 2,000,000 | 6.2 | % | 4.9 | % | |||||||||||||
Sculptor Capital LP(8) | — | — | 1,668,050 | 5.15 | % | 4.2 | % | |||||||||||||
Michael Cordano(9) | — | — | — | — | — | |||||||||||||||
Mark Long(9) | — | — | — | — | — | |||||||||||||||
Cathleen Benko(1) | 20,000 | * | — | — | * | |||||||||||||||
Roger Crockett(1) | 20,000 | * | — | — | * | |||||||||||||||
Dixon Doll(1) | 20,000 | * | — | — | * | |||||||||||||||
Keyur Patel(1) | 20,000 | * | — | — | * | |||||||||||||||
Joanna Strober(1) | 20,000 | * | — | — | * | |||||||||||||||
All officers and directors as a group (7 individuals) | 100,000 | 1 | % | — | — | * |
Class A ordinary shares | Class B ordinary shares (2)(3)(4) | |||||||||||||||||||
Name of Beneficial Owners | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Outstanding Shares | |||||||||||||||
Prime Impact Cayman, LLC (our sponsor) (1) | 8,002,103 | 99 | % | — | — | 19.8 | % | |||||||||||||
Magnetar Financial LLC (5) | 2,938,448 | 9.07 | % | — | — | 7.3 | % | |||||||||||||
Integrated Core Strategies (US) LLC (6) | 2,530,500 | 7.8 | % | — | — | 6.3 | % | |||||||||||||
Linden Capital LP (7) | 2,000,000 | 6.2 | % | — | — | 4.9 | % | |||||||||||||
Sculptor Capital LP (8) | 1,668,050 | 5.15 | % | — | — | 4.2 | % | |||||||||||||
Michael Cordano (9) | — | — | — | — | — | |||||||||||||||
Mark Long (9) | — | — | — | — | * | |||||||||||||||
Cathleen Benko (1) | — | — | 20,000 | * | * | |||||||||||||||
Roger Crockett (1) | — | — | 20,000 | * | * | |||||||||||||||
Dixon Doll (1) | 20,000 | * | * | |||||||||||||||||
Keyur Patel (1) | 20,000 | * | * | |||||||||||||||||
Joanna Strober (1) | 20,000 | * | * | |||||||||||||||||
All officers and directors as a group (7 individuals) | — | — | 100,000 | 1 | * |
* | Less than one percent. |
(1) | The business address of each of the following entities and individuals is 123 E San Carlos Street, Suite 12, San Jose, California 95112. |
(2) | The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described in the section entitled “Description of Securities.” |
(3) | Does not include 5,721,122 Class A ordinary shares underlying the private placement warrants. |
(4) | The shares reported herein are held in the name of our sponsor. Our sponsor is governed by two managers, Michael Cordano and Mark Long. As such, Michael Cordano and Mark Long have voting and investment discretion with respect to the Class B ordinary shares held of record by our sponsor and may be deemed to have shared beneficial ownership of the Class B ordinary shares held directly by our sponsor. |
1 | Note to Draft: Company to confirm this table is still up to date. |
(5) | Includes shares held as Magnetar Constellation Master Fund, Ltd (983,151), Magnetar Constellation Fund II, Ltd (280,899), Magnetar Xing He Master Fund Ltd (347,151), Magnetar SC Fund Ltd (262,350), Magnetar Capital Master Fund Ltd, (57,448), Magnetar Systematic Multi-Strategy Master Fund Ltd (231,000), Purpose Alternative Credit Fund Ltd (124,551), Magnetar Structured Credit Fund, LP, (386,899), Magnetar Lake Credit Fund LLC (201,399), and Purpose Alternative Credit Fund – T LLC (63,600), collectively (the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Alec N. Litowitz, a US citizen. Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 2,938,448 shares. The address of the principal business office of each of the reporting persons is 1603 Orrington Avenue, |
(6) | Includes Class A ordinary shares owned by Integrated Core Strategies (US) LLC (730,500), Riverview Group LLC (750,000), ICS Opportunities, Ltd (1,050,000). Millennium Management LP is the investment manager to ICS Opportunities and may be deemed to have shared voting control over securities owned by ICS Opportunities. Millennium Management LLC is the general partner of the managing member of Integrated Core Strategies and Riverview Group and may deemed to have shared voting control over securities owned by Integrated Core Strategies and Riverview Group. Millennium Management is also the general partner of the 100% owner of ICS Opportunities and may also be deemed to have shared voting control over securities owned by ICS Opportunities. Millennium Group Management LLC, is the managing member of Millennium Management and may also be deemed to have shared voting control over securities owned by Integrated Core Strategies and Riverview Group. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control over securities owned by ICS Opportunities. The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen, currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Riverview Group and ICS Opportunities. The address of the principal business office of each of the reporting persons is 666 Fifth Avenue, New York, NY 10103. |
(7) | Includes shares held by Linden Capital L.P., Linden Advisors LP, Linden GP LLC, and Mr. Siu Min (Joe) Wong, a citizen of China (Hong Kong) and the US. Linden Advisors and Mr. Wong may be deemed the beneficial owner of 2,000,000 shares. This amount consists of 1,788,954 Shares held by Linden Capital and 211,046 shares held by separately managed accounts. Each of Linden GP and Linden Capital may be deemed the beneficial owner of the 1,788,954 Shares held by Linden Capital. The address of the principal business office of each of the reporting persons is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. |
(8) | Includes shares held by Sculptor Capital LP, Sculptor Capital Holding Corporation and Sculptor Capital Management, Inc. with a principal business office of 9 West KY1-1103. |
(9) | Does not include any shares indirectly owned by this individual as a result of his ownership interest in our sponsor. |
No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any
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$125,805 and $74,160, respectively.
(As Restated)
101.INS | Inline XBRL Instance Document | |
101.SCH | Inline XBRL Taxonomy Extension Schema | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | ||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | ||
104 | Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101) |
* | Filed herewith |
** | Furnished herewith |
(1) | Incorporated by reference to the registrant’s Current Report on Form S-1/A, filed with the SEC on September 4, 2020. |
(2) | Incorporated by reference to the registrant’s Registration Statement on Form S-1, filed with the SEC on August 12, 2020. |
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(4) | Incorporated by reference to the registrant’s Annual Report on Form 10-K/A, filed with the SEC on May 21, 2021. |
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F-7 |
DECEMBER 31, 2020
Assets | ||||
Current assets: | ||||
Cash | $ | 1,600,255 | ||
Prepaid expenses | 334,348 | |||
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Total current assets | 1,934,603 | |||
Investments held in Trust Account | 324,170,661 | |||
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Total Assets | $ | 326,105,264 | ||
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Liabilities and Shareholders’ Equity | ||||
Current liabilities: | ||||
Accounts payable | $ | 117,253 | ||
Accrued expenses | 133,837 | |||
Due to related party | 419,487 | |||
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Total current liabilities | 670,577 | |||
Deferred underwriting commissions | 11,342,945 | |||
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Total liabilities | 12,013,522 | |||
Commitments and Contingencies (Note 6) | ||||
Class A ordinary shares; 30,909,174 shares subject to possible redemption at $10.00 per share | 309,091,740 | |||
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; 200,000,000 shares authorized; 1,499,240 shares issued and outstanding (excluding 30,909,174 shares subject to possible redemption) | 150 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,102,103 shares issued and outstanding | 810 | |||
Additional paid-in capital | 5,168,408 | |||
Accumulated deficit | (169,366 | ) | ||
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Total shareholders’ equity | 5,000,002 | |||
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Total Liabilities and Shareholders’ Equity | $ | 326,105,264 | ||
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SHEETS
December 31, 2021 | December 31, 2020 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 665,940 | $ | 1,600,255 | ||||
Prepaid expenses | 110,626 | 334,348 | ||||||
Total current assets | 776,566 | 1,934,603 | ||||||
Investments held in Trust Account | 324,211,180 | 324,170,661 | ||||||
Total Assets | $ | 324,987,746 | $ | 326,105,264 | ||||
Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 327,477 | $ | 117,253 | ||||
Accrued expenses | 159,535 | 133,837 | ||||||
Due to related party | — | 419,487 | ||||||
Total current liabilities | 487,012 | 670,577 | ||||||
Derivative warrant liabilities | 8,922,920 | 25,624,874 | ||||||
Deferred underwriting commissions | 11,342,945 | 11,342,945 | ||||||
Total Liabilities | 20,752,877 | 37,638,396 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,408,414 shares issued and outstanding at $10.00 per share as of December 31, 2021 and 2020 | 324,084,140 | 324,084,140 | ||||||
Shareholders’ Deficit | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued or outstanding | 0— | 0— | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0 non-redeemable shares issued or outstanding | 0 | 0 | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,102,103 shares issued and outstanding as of December 31, 2021 and 2020 | 810 | 810 | ||||||
Accumulated deficit | (19,850,081 | ) | (35,618,082 | ) | ||||
Total Shareholders’ Deficit | (19,849,271 | ) | (35,617,272 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit | $ | 324,987,746 | $ | 326,105,264 | ||||
For the Year Ended December 31, 2021 | For the Period from July 21, 2020 (inception) through December 31, 2020 | |||||||
General and administrative expenses | $ | 854,587 | $ | 220,952 | ||||
Administrative expenses - related party | 120,000 | 35,000 | ||||||
Loss from operations | (974,587 | ) | (255,952 | ) | ||||
Other income (expense) | ||||||||
Change in fair value of derivative warrant liabilities | 16,701,954 | (5,545,854 | ) | |||||
Offering costs – derivative warrant liabilities | 0 | (748,890 | ) | |||||
Interest income | 115 | 65 | ||||||
Income from investments held in Trust Account | 40,519 | 86,521 | ||||||
Net income (loss) | $ | 15,768,001 | $ | (6,464,110 | ) | |||
Weighted average Class A ordinary shares outstanding, basic and diluted | 32,408,414 | 21,216,659 | ||||||
Basic and diluted net income (loss) per Class A ordinary share | $ | 0.39 | $ | (0.22 | ) | |||
Weighted average Class B ordinary shares outstanding, basic and diluted | 8,102,103 | 7,727,945 | ||||||
Basic and diluted net income (loss) per Class B ordinary share | $ | 0.39 | $ | (0.22 | ) | |||
General and administrative expenses | $ | 220,952 | ||
Administrative expenses - related party | 35,000 | |||
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Loss from operations | (255,952 | ) | ||
Interest income | 65 | |||
Net gain from investments held in Trust Account | 86,521 | |||
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Net loss | (169,366 | ) | ||
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Weighted average Class A ordinary shares outstanding, basic and diluted | 32,010,694 | |||
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Basic and diluted net loss per Class A ordinary share | $ | 0.00 | ||
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| |||
Weighted average Class B ordinary shares outstanding, basic and diluted (1) | 7,838,218 | |||
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| |||
Basic and diluted net loss per Class B ordinary share | $ | (0.03 | ) | |
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Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance - July 21, 2020 (inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | 0 | 0 | 8,625,000 | 863 | 24,137 | 0 | 25,000 | |||||||||||||||||||||
Excess cash received over the fair value of the private warrants | — | 0 | — | 0 | 1,458,000 | 0 | 1,458,000 | |||||||||||||||||||||
Accretion of Class A ordinary shares to redemption amount | — | 0 | — | 0 | (1,482,190 | ) | (29,153,972 | ) | (30,636,162 | ) | ||||||||||||||||||
Forfeiture of Class B ordinary shares | 0 | 0 | (522,897 | ) | (53 | ) | 53 | 0 | 0 | |||||||||||||||||||
Net loss | — | 0 | — | 0 | 0 | (6,464,110 | ) | (6,464,110 | ) | |||||||||||||||||||
Balance - December 31, 2020 | 0 | 0 | 8,102,103 | 810 | 0 | (35,618,082 | ) | (35,617,272 | ) | |||||||||||||||||||
Net income | — | 0 | — | 0 | 0 | 15,768,001 | 15,768,001 | |||||||||||||||||||||
Balance - December 31, 2021 | 0 | $ | 0 | 8,102,103 | $ | 810 | $ | 0 | $ | (19,850,081 | ) | $ | (19,849,271 | ) | ||||||||||||||
FOR THE PERIOD FROM JULY 21, 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 - July 21, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to | — | — | 8,625,000 | 863 | 24,137 | — | 25,000 | |||||||||||||||||||||
Sale of units in initial public offering and over-allotment, gross | 32,408,414 | 3,241 | — | — | 324,080,899 | — | 324,084,140 | |||||||||||||||||||||
Offering costs | — | — | — | — | (18,429,715 | ) | — | (18,429,715 | ) | |||||||||||||||||||
Sale of private placement warrants to Sponsor | — | — | — | — | 8,581,683 | — | 8,581,683 | |||||||||||||||||||||
Forfeiture of Class B ordinary shares by Sponsor | — | — | (522,897 | ) | (53 | ) | 53 | — | — | |||||||||||||||||||
Shares subject to possible redemption | (30,909,174 | ) | (3,091 | ) | — | — | (309,088,649 | ) | — | (309,091,740 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (169,366 | ) | (169,366 | ) | |||||||||||||||||||
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Balance - December 31, 2020 | 1,499,240 | $ | 150 | 8,102,103 | $ | 810 | $ | 5,168,408 | $ | (169,366 | ) | $ | 5,000,002 | |||||||||||||||
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CASH FLOWS
For the Year Ended December 31, 2021 | For the Period From July 21, 2020 (inception) through December 31, 2020 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 15,768,001 | $ | (6,464,110 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | — | 25,000 | ||||||
General and administrative expenses paid by Sponsor under note payable | — | 100 | ||||||
Offering costs – derivative warrant liabilities | — | 748,890 | ||||||
Change in fair value of derivative warrant liabilities | (16,701,954 | ) | 5,545,854 | |||||
Net income from investments held in Trust Account | (40,519 | ) | (86,521 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 223,722 | (334,348 | ) | |||||
Accounts payable | 209,054 | 61,353 | ||||||
Accrued expenses | 25,698 | 48,837 | ||||||
Due to related party | 0 | 1,170 | ||||||
Net cash used in operating activities | (515,998 | ) | (453,775 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Cash deposited in Trust Account | — | (324,084,140 | ) | |||||
Net cash used in investing activities | — | (324,084,140 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Loan proceeds received from note payable to Sponsor | — | 418,317 | ||||||
Repayment of advances from related party | (418,317 | ) | — | |||||
Repayment of note payable to Sponsor | — | (98,301 | ) | |||||
Proceeds received from initial public offering and over-allotment exercise, gross | — | 324,084,140 | ||||||
Proceeds received from private placement | — | 8,581,683 | ||||||
Offering costs paid | — | (6,847,669 | ) | |||||
Net cash (used in) provided by financing activities | (418,317 | ) | 326,138,170 | |||||
Net change in cash | (934,315 | ) | 1,600,255 | |||||
Cash - beginning of the period | 1,600,255 | — | ||||||
Cash - end of the period | $ | 665,940 | $ | 1,600,255 | ||||
Supplemental disclosure of noncash investing and financing activities: | ||||||||
Offering costs included in accounts payable | $ | — | $ | 55,900 | ||||
Offering costs included in accrued expenses | $ | — | $ | 85,000 | ||||
Offering costs included in note payable | $ | — | $ | 98,201 | ||||
Deferred underwriting commissions | $ | — | $ | 11,342,945 |
FOR THE PERIOD FROM JULY 21, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
Cash Flows from Operating Activities: | ||||
Net loss | $ | (169,366 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |||
General and administrative expenses paid by Sponsor under note payable | 100 | |||
Net gain from investments held in Trust Account | (86,521 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (334,348 | ) | ||
Accounts payable | 61,353 | |||
Due to related party | 1,170 | |||
Accrued expenses | 48,837 | |||
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Net cash used in operating activities | (453,775 | ) | ||
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Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (324,084,140 | ) | ||
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Net cash used in investing activities | (324,084,140 | ) | ||
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Cash Flows from Financing Activities: | ||||
Loan proceeds received from note payable to Sponsor | 418,317 | |||
Repayment of note payable to Sponsor | (93,301 | ) | ||
Proceeds received from initial public offering, gross | 324,084,140 | |||
Proceeds received from private placement | 8,581,683 | |||
Offering costs paid | (6,847,669 | ) | ||
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Net cash provided by financing activities | 326,138,170 | |||
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Net increase in cash | 1,600,255 | |||
Cash - beginning of the period | — | |||
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Cash - end of the period | $ | 1,600,255 | ||
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Supplemental disclosure of noncash investing and financing activities: | ||||
Offering costs included in accounts payable | $ | 55,900 | ||
Offering costs included in accrued expenses | $ | 85,000 | ||
Offering costs paid through note payable to Sponsor | $ | 98,201 | ||
Deferred underwriting commissions | $ | 11,342,945 | ||
Initial value of Class A ordinary shares subject to possible redemption | $ | 286,032,440 | ||
Change in initial value of Class A ordinary shares subject to possible redemption | $ | 23,059,300 |
The accompanying notes are an integral part of these financial statements.
PRIME IMPACT ACQUISITION I
NOTES TO FINANCIAL STATEMENTS
Going Concern
Based onLoans.
PRIME IMPACT ACQUISITION I
NOTES TO FINANCIAL STATEMENTS
Presentation
Growth Company
Estimates
One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Credit Risk
Cash
The Company considers all short-termliabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements
which are described below.
PRIME IMPACT ACQUISITION I
NOTES TO FINANCIAL STATEMENTS
MeasurementsMeasurement
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
Fair Value
price of such warrants.
PRIME IMPACT ACQUISITION I
NOTES TO FINANCIAL STATEMENTS
Net Income (Loss) Per Ordinary Share
Net income (loss) per ordinary 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 10,802,804 warrants sold in the Initial Public Offering and 5,721,122 warrants sold in the Private Placement to purchase an aggregate of 16,523,926(including exercise of the Company’s Class A ordinary shares inover-allotment option), the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive underCompany recognized the treasury stock method.
The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subjectaccretion from initial book value to redemption amount, which resulted in a manner similar tocharges against additional
accumulated deficit.
For the Year Ended December 31, 2021 | For the Period from July 21, 2020 (inception) through December 31, 2020 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income (loss) per ordinary share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income (loss) | $ | 12,614,401 | $ | 3,153,600 | $ | (4,738,252 | ) | $ | (1,725,858 | ) | ||||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding | 32,408,414 | 8,102,103 | 21,216,659 | 7,727,945 | ||||||||||||
Basic and diluted net income (loss) per ordinary share | $ | 0.39 | $ | 0.39 | $ | (0.22 | ) | $ | (0.22 | ) | ||||||
Management
PRIME IMPACT ACQUISITION I
NOTES TO FINANCIAL STATEMENTS
Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be
PRIME IMPACT ACQUISITION I
NOTES TO FINANCIAL STATEMENTS
sheets.
Units.
Preference Shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2020, there were no preference shares issued or outstanding.
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. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 32,408,414 Class A ordinary shares issued and outstanding, including 30,909,174 Class A ordinary shares subject to possible redemption.
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. On December 31, 2020, 8,102,103 Class B ordinary shares were issued and outstanding. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares immediately upon the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of 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, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the Company’s founding team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.
Warrants—
PRIME IMPACT ACQUISITION I
NOTES TO FINANCIAL STATEMENTS
As of December 31, 2020, there were 5,721,122 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be
In no event will the Company be required to net cash settle any warrant.
Gross proceeds | $ | 324,084,140 | ||
Less: | ||||
Amount allocated to Public Warrants | (12,955,337 | ) | ||
Class A ordinary shares issuance costs | (17,680,825 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 30,636,162 | |||
Class A ordinary shares subject to possible redemption | $ | 324,084,140 | ||
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 (1)(2) | $ | 324,167,758 | $ | — | $ | — |
As of 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-U.S. Treasury Securities | $ | 324,211,180 | $ | 0 | $ | 0 | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities-Public warrants | $ | 5,833,514 | $ | 0 | $ | 0 | ||||||
Derivative warrant liabilities-Private placement warrants | $ | 0 | $ | 0 | $ | 3,089,406 |
As of 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 (1) | $ | 324,167,758 | $ | 0 | $ | 0 | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities-Public warrants | $ | 16,528,290 | $ | 0 | $ | 0 | ||||||
Derivative warrant liabilities-Private placement warrants | $ | 0 | $ | 0 | $ | 9,096,584 |
(1) |
Comprised of $324,167,758 of investments in U.S. Treasury securities and $2,903 of investments in an open-ended money market |
|
December 31, 2021 | December 31, 2020 | |||||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Stock price | $ | 9.84 | $ | 10.10 | ||||
Volatility | 9.3 | % | 21.8 | % | ||||
Term | 5.58 | 6.25 | ||||||
Risk-free rate | 1.30 | % | 0.54 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % |
Level 3 derivative warrant liabilities at July 21, 2020 (inception) | $ | 0 | ||
Issuance of Public and Private Warrants | 20,079,020 | |||
Transfer of Public Warrants to Level 1 | (12,855,337 | ) | ||
Change in fair value of derivative warrant liabilities | 1,872,901 | |||
Level 3 derivative warrant liabilities at December 31, 2020 | 9,096,584 | |||
Change in fair value of derivative warrant liabilities | (6,007,178 | ) | ||
Level 3 derivative warrant liabilities at December 31, 2021 | $ | 3,089,406 | ||
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II-1
Prime Impact Acquisition I | ||||
/s/ Michael Cordano | ||||
Name: | Michael Cordano | |||
Title: | Co-Chief Executive Officer | |||
(Principal Executive Officer) | ||||
/s/ Mark Long | ||||
Name: | Mark Long | |||
Title: |
| |||
(Principal Financial and Accounting Officer) |
Name | Position | Date | ||
/s/ Michael Cordano
|
| March 21, 2022 | ||
Michael Cordano | (Principal Executive Officer and the Registrant’s authorized signatory in the United States) | |||
/s/ Mark Long
|
| March 21, 2022 | ||
Mark Long | (Principal Financial and Accounting Officer) | |||
/s/ Keyur Patel
| Chairman of the Board | March | ||
Keyur Patel | ||||
/s/ Cathleen Benko
| Director | March | ||
Cathleen Benko | ||||
/s/ Roger Crockett
| Director | March | ||
Roger Crockett | ||||
/s/ Dixon Doll
| Director | March | ||
Dixon Doll | ||||
/s/ Joanna Strober
| Director | March | ||
Joanna Strober |
II-2