☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands | N/A | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class | Trading Symbol(s) | Symbol(s) | Name of each exchange on which registered | |||
Units, each consisting of one Class A ordinary share and one-half of one redeemablewarrant | ROSEU | Nasdaq Global Market | ||||
Class A ordinary shares, par value $0.0001 per share | ROSE | Nasdaq Global Market | ||||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ROSEW | Nasdaq Global Market |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | ☒ | ||||
Emerging growth company | ☒ |
Page | ||||||
1 | ||||||
2 | ||||||
Item 1. | 21 | |||||
Item 1A. | 59 | |||||
Item 1B. | 59 | |||||
Item 2. | 59 | |||||
Item 3. | 59 | |||||
Item 4. | 59 | |||||
59 | ||||||
Item 5. | 59 | |||||
Item 6. | 60 | |||||
Item 7. | 60 | |||||
Item 7A. | 65 | |||||
Item 8. | 65 | |||||
Item 9. | 65 | |||||
Item 9A. | 65 | |||||
Item 9B. | 66 | |||||
Item 9C. | 66 | |||||
67 | ||||||
Item 10. | 67 | |||||
Item 11. | 74 | |||||
Item 12. | 75 | |||||
Item 13. | 75 | |||||
Item 14. | 77 | |||||
78 | ||||||
Item 15. | 78 | |||||
80 | ||||||
81 |
• | “public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
Item 1. | Business. |
• | Infrastructure investments: Ongoing private and public investments in physical and digital infrastructure, such as (i) logistics and transport network infrastructure (ii) sustainable and clean energy generation capacity (iii) healthcare infrastructure, and (iv) digital connectivity including fiber, wireless towers and data centers; |
• | Largely underpenetrated services and product markets: Low penetration of financial services, insurance, and e-commerce services as a result of market inefficiencies, regulation, and economic underdevelopment. Wide and inexpensive mobile access is now available across the region (66% of Latin Americans own a smartphone) and increasing broadband penetration in major cities provide an opportunity for digitalization adoption in products and services across these markets; |
• | Strong private equity and venture capital activity: Private equity funding in Latin America increased at a 20.2% CAGR from 2011 to 2019 to $14.3 billion, while venture capital investment soared from $143.0 million in 2011 to $4.6 billion in 2019. We believe that these robust trends, along with the ongoing institutionalization for many family-owned and private companies, are leading indicators of the upcoming requirements of growth capital in the region; |
• | Technological and digital expansion: The COVID-19 pandemic exacerbated the rapid technological assimilation, digitalization, and cloud migration in Latin America, allowing companies to process and manage large quantities of information through big data and cloud adoption. In addition, enhanced automation in manufacturing continues to drive productivity across Latin America; |
• | Favorable macroeconomic tailwinds: (i) inflation rates in the region remaining stable at 2.87% from 2011 to 2019, excluding Argentina and Venezuela (ii) average unemployment rates remaining stable at approximately 7.0% from 2011 to 2019, (iii) low interest rates across Mexico, Brazil, Colombia, Chile and Peru, reducing companies’ cost of borrowing and shifting the region’s investment appetite into equities, and (iv) sustained increase in foreign direct investments (FDI) as a percentage of GDP, from 2.75% in 2009 to 3.16% in 2019, accelerating the inflow of capital and investment; and |
• | Favorable geopolitical environment: Existing trade tensions between the United States and China have resulted in new tariffs decreasing the low-cost competitive advantage of China. As a result, multinationals are relocating supply chains out of Asia (accelerated by the COVID-19 pandemic) into Latin America driven by favorable trade agreements, proximity, and cheap labor costs. |
• | Broader investor base: U.S. listed Latin American companies have access to a broader and sophisticated pool of investors, including emerging markets funds, Latin American long-only funds, qualified institutional buyers, Latin American pension funds, U.S. funds looking for emerging markets diversification, and retail investors. In contrast, Latin American local listing investors outside Brazil tend to be limited to local pension funds and select institutional investors, while retail participation remains low; |
• | Higher liquidity levels: Access to a broader investor base in the U.S. allows for higher average daily trading volume (ADTV) levels. For 2020, the total value traded in the NYSE and NASDAQ exchanges as a percentage of their market capitalization was 115%, compared to only 41% on average for the exchanges in Mexico, Brazil, Colombia, Chile, and Peru; |
• | Larger market size and higher risk appetite: The U.S. investor base has a vast breadth of experience analyzing and investing on emerging growth stories, as well as funding complex business models. |
• | Limited depth of local markets: The region’s domestic equity markets have limited depth, with an average combined stock market capitalization as a percentage of GDP of 51% in 2019 for the exchanges in Mexico, Brazil, Colombia, Chile, and Peru; compared to 175% for the U.S. markets; and |
• | Lower Market and Ownership Concentration: Latin America’s local markets are dominated by a few large company groups as a percentage of total capitalization, while their ownership is largely concentrated in local pension funds. The U.S. markets provide lower levels of ownership and market concentration, which in turn fosters liquidity levels. |
• | Healthcare: We intend to focus our search efforts on companies within the healthcare services, diagnostics, medical equipment, generic pharmaceutical laboratories, digital and telehealth subsectors. In our view, limited government healthcare spending and insufficient coverage represents an opportunity for private companies to grow and capture significant market share. In 2018, healthcare spending per capita in the region reached $666.9, compared to $4,899.6 for OECD countries, with out-of-pocket expenditures as a percentage of total health expenditures reaching 30.1%, compared to 13.7% for OECD countries. In addition, improvements in basic infrastructure have shifted the region’s disease burden from communicable diseases to chronic diseases such as obesity, diabetes, cardiovascular diseases and cancer; greatly increasing the demand potential for mobile health tracking, telemedicine, diagnostics, and cost-effective therapies. In 2020, subsector market sizes in Latin America for diagnostics and mobile health reached $2.72 billion and $3.53 billion respectively. |
• | Financial Services: We intend to target companies within the payments, transaction processing, asset management, insurtech, alternative lending, and digital banking subsectors. We believe a substantial opportunity exists in the financial services sector, specifically in digital banking and payments, given the region’s vastly underpenetrated banking systems coupled with an increase in both digitalization and broadband connectivity. As of May 1, 2021, approximately 50% of Latin Americans were unbanked, while 75% had access to internet connectivity, the majority being through mobile phones. Additionally, government regulators in countries such as Mexico and Brazil continue to lower barriers to entry that have historically prevented fintech companies from obtaining bank charters and lending licenses, while simultaneously promoting digital payment options and services. As a result, several fintech companies have emerged into traditionally underserved and untapped markets, providing efficient digital banking and B2B services for new consumers and merchants. In 2020, fintech venture capital funding in Latin America totaled $2.1 billion, representing a growth of 690% over the past five years. |
• | Technology and Digital Infrastructure: We intend to focus on companies within the cloudtech, software, data center, IT services, fiber and cell phone tower subsectors. We believe the young demographics, high penetration of smartphone usage, and large-scale digitalization of companies in Latin America have resulted in numerous technology companies emerging and rapidly building digital infrastructure. Additionally, Latin American businesses are increasingly outsourcing their IT functions to more cost-efficient solutions through cloud service, cybersecurity, and IT providers. The region’s cloud computing market is projected to increase at a CAGR of 22.4% from 2019 to 2023, primarily driven by the increase in demand for the hybrid cloud, IaaS, PaaS and SaaS segments. We will seek to capitalize on the region’s heavy wave of technology investments experienced from 2009 to 2020, which saw $16 billion invested across 2,800 tech startups and $4.2 billion of which was raised in 2020 alone. This funding has resulted in numerous high-growth, disruptive companies, now at a mature stage and well poised for a listing on public markets. |
• | Consumer Goods and E-commerce: We intend to focus on companies that access consumers through non-traditional digital channels and are data driven in their commercial approach. As demographics and income segmentation become more transparent in the region due to higher digital penetration and urbanization rates, including lower costs of acquiring data and accessing customer directly, we believe that e-commerce and e-services will continue gaining market share over traditional distribution and retail channels. As a percentage of total advertising expenditures, digital advertising in the region grew from 18% in 2015 to 39.1% in 2020, compared to 62.9% for the U.S. in 2020. Retail e-commerce in Latin America grew at a 16.5% CAGR since 2015 to $95.8 billion in 2020. In addition, COVID-19 exacerbated the growth in the e-commerce sector, with over 500 million consumers driven into lock-down regimes and 17% of such consumers attempting to execute an online purchase for the first time. Despite its recent expansion, the sector remains largely underpenetrated compared to developed economies, with e-commerce sales as a percentage of retail sales in the region of 5.6% in 2020, compared to 21.3% in the U.S. |
• | Industrials and Manufacturing: We intend to target industrials and manufacturing companies that produce value added and non-commoditized products, have unique competitive advantages, and cater to large domestic and export markets with emphasis on end-products in industries of high structural growth or requiring significant tacit knowledge, such as aerospace & defense or electric vehicles. In our view, the lower labor costs, sizeable domestic and export markets, integrated production ecosystems, and relative ease of access to inputs offers substantial opportunity for profitable manufacturing in the region. In addition, free trade agreements between the United States and 11 countries in Latin America and geographic proximity to the United States gives preferable access to the largest consumer end-market in the world. From an enterprise standpoint, COVID-19’s disruption of just-in-time manufacturing that traditionally relied on Asian markets has caused western multinationals to look to diversify their supply-chains globally. We believe Latin America is well poised to attract this diversification given its proximity, cost advantage and similar time zone to the U.S. |
• | Size: We intend to target companies whose pre-money valuation is between $400 million and $1 billion, determined by the sole discretion of our management team and according to reasonably accepted valuation standards and methodologies. We believe investing in companies of this size range offers, on average, higher growth potential and higher probability of stronger post business combination share price performance than larger capitalization stocks, as well as potential for favorable opportunities to invest in companies not accessible to large institutional investors. According to S&P data from 1990 to 2019, relative returns of small-cap indices such as S&P 600 and Russell 2000 have outperformed large-cap indices such as the S&P 500 Index. |
• | Growth: We intend to focus on companies with consistent and historical revenue and EBITDA growth. In addition, we will seek companies that are well-positioned to capture additional market share; |
• | Profitability: We intend to target established companies with demonstrated track records of profitability and operating cash flow through strong business fundamentals; |
• | Competitive Market Positioning: We expect to focus on companies that have achieved a strategic or sizable market position in a large addressable and growing industry, and in which a partnership with Rose Hill would provide a tangible opportunity to become a market leader through geographical expansion and/or higher market penetration within existing markets; |
• | Public-listing Readiness: We intend to seek companies that have the appropriate corporate governance, financial controls, and reporting processes in place to fulfill the regulatory requirements of a U.S. publicly traded entity; |
• | High-Quality Management Team: We expect to focus on companies with seasoned management teams with demonstrated track records and prepared to run a publicly traded company. We will devote significant time and effort into analyzing and reaching consensus with the target’s management and stakeholders to ensure their long-term strategy is aligned with our values and investment thesis; and |
• | Environmental, Social, and Governance (ESG): We intend to focus on companies which have a strong sense of commitment towards solving key issues in their communities and making a significant impact to society and all key stakeholders. We will seek companies with a commitment to social, economic, and environmental stewardship and sustainability, a desire to increase diversity, equality, and inclusion with their business, product, service offering, or the desire to serve a specific social purpose. We believe a strong commitment to purpose or identity, coupled with a sound underlying business, often results in the delivery of long-term stakeholder value. |
Item 1A. | Risk Factors. |
• | Management has performed an analysis of our ability to continue as a going concern and has identified substantial doubt about our ability to continue as a “goingconcern.” |
Item 1B. | Unresolved Staff Comments. |
Item 2. | Properties. |
Item 3. | Legal Proceedings. |
Item 4. | Mine Safety Disclosures. |
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. | [Reserved] |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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. |
Item 9B. | Other Information. |
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. | Directors, Executive Officers and Corporate Governance. |
Name | ||||||
Position | ||||||
Felipe C. Canales | Co-Chief Executive Officer and Director | |||||
Marco A. Simental | Co-Chief Executive Officer and Director | |||||
Jose I. Mujica | 46 | Chief Strategy Officer | ||||
Albert G. Hill IV | Co-Chief Financial Officer and Director | |||||
Juan Jose Rosas | Co-Chief Financial Officer and Director | |||||
Katia Bouazza | 53 | Director | ||||
Juan Manuel Fernandez | 56 | Director | ||||
Felipe Morris | 69 | Director | ||||
49 | Director | |||||
Individual | Entity | Entity’s Business | Affiliation | |||
Operating Partner | ||||||
FC Financial Consulting | Financial Consulting | Managing Partner | ||||
Arendal S.A. de CV | Engineering, Procurement and Construction | Board Member | ||||
Marco Simental | Andean Precious Metals Corp. | Precious Metals | Board Member | |||
Nomura Securities | Financial Services | Former Managing Director, Infrastructure & Power Finance | ||||
Jose I. Mujica | Ameris Capital | Asset Management | Partner and Board Member | |||
AC Perforaciones | Industrial Equipment | Executive Chairman | ||||
Mall Barrio Independencia | Commercial Real Estate | Board Member | ||||
Zerohotel | Hospitality | Board Member | ||||
Albert G. Hill IV | King and Queen Mattress Co. | Consumer / Retail Goods | Chief Financial Officer | |||
Katia Bouazza | HSBC | Banking | Vice Chair | |||
Juan Manuel Fernandez | Banco Santander Mexico | Banking | Managing Director—Head of Investment Banking and Corporate Finance | |||
Felipe Morris | Intercorp Financial Services | Financial Services | Board Member | |||
Interseguro | Insurance | Chairman of the Board of Directors | ||||
Interbank | Banking | Board Member | ||||
Inteligo | Banking | Board Member | ||||
Financiera OH! | Banking | Chairman of the Board of Directors | ||||
Mario Fleck | Acnext Capital | Asset Management | Partner | |||
EFM Capital | Consulting | Board Member | ||||
Cristian Moreno | Ameris Capital | Asset Management | Partner and President | |||
Copptech | Chemical and Biotecnology | Board member | ||||
Pedro Molina | Portland Private Equity | Asset Management | Investment Partner | |||
Grupo IGA S.A.S. | Restaurants | Board Observer and Alternate Director | ||||
Celmedia | Technology, Media & Telecom | Board Member | ||||
Merqueo S.A.S. | Grocery Wholesale | Board Member | ||||
Clinica Oftamologica de San Diego S.A.S. | Medical | Board Member |
Item 11. | Executive Compensation. |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Class A Ordinary Shares | Class B Ordinary Shares(1) | |||||||||||||||
Beneficially Owned | Approximate Percentage of Issued and Outstanding Class A Ordinary Shares | Beneficially Owned | Approximate Percentage of Issued and Outstanding Class B Ordinary Shares | |||||||||||||
Name and Address of Beneficial Owner (2) | ||||||||||||||||
Rose Hill Sponsor LLC | 4,000,000 | (2) | 94 | % | 1,031,250 | (2) | 100 | % | ||||||||
Felipe C. Canales(3) | — | — | % | — | — | % | ||||||||||
Marco Simental(3) | — | — | % | — | — | % | ||||||||||
Jose I. Mujica (3) | — | — | % | — | — | % | ||||||||||
Albert Hill IV | 4,000,000 | (2) | 94 | % | 1,031,250 | (2) | 100 | % | ||||||||
Juan Jose Rosas(3) | — | — | % | — | — | % | ||||||||||
Katia Bouazza(3) | — | — | % | — | — | % | ||||||||||
Juan Manuel Fernandez(3) | — | — | % | — | — | % | ||||||||||
Felipe Morris(3) | — | — | % | — | — | % | ||||||||||
Mario Fleck(3) | — | — | % | — | — | % | ||||||||||
Cristian Moreno(3) | — | — | % | — | — | % | ||||||||||
Pedro Molina(3) | — | — | % | — | — | % | ||||||||||
Other 5% Beneficial Owners | ||||||||||||||||
All directors and officers as a group (11 individuals) | 4,000,000 | 94 | % | 1,031,250 | 100 | % |
Class A Ordinary Shares | Class B Ordinary Shares (1) | |||||||||||||||
Beneficially Owned | Approximate Percentage of Issued and Outstanding Class A Ordinary Shares | Beneficially Owned | Approximate Percentage of Issued and Outstanding Class B Ordinary Shares | |||||||||||||
Name and Address of Beneficial Owner (2) | ||||||||||||||||
Rose Hill Sponsor LLC | — | — | % | 5,031,250 | (2) | 100 | % | |||||||||
Felipe C. Canales(3) | — | — | % | — | — | % | ||||||||||
Marco Simental(3) | — | — | % | — | — | % | ||||||||||
Jose I. Mujica (3) | — | — | % | — | — | % | ||||||||||
Albert Hill IV | — | — | % | 5,031,250 | (2) | 100 | % | |||||||||
Juan Jose Rosas(3) | — | — | % | — | — | % | ||||||||||
Katia Bouazza(3) | — | — | % | — | — | % | ||||||||||
Juan Manuel Fernandez(3) | — | — | % | — | — | % | ||||||||||
Feipe Morris(3) | — | — | % | — | — | % | ||||||||||
Mario Fleck(3) | — | — | % | — | — | % | ||||||||||
Cristian Moreno(3) | — | — | % | — | — | % | ||||||||||
Pedro Molina(3) | — | — | % | — | — | % | ||||||||||
Other 5% Beneficial Owners | ||||||||||||||||
Saba Capital(4) | 1,195,649 | 8.3 | % | — | — | % | ||||||||||
Highbridge Capital Management(5) | 827,749 | 5.8 | % | — | — | % | ||||||||||
D.E. Shaw(6) | 735,984 | 5.2 | % | — | — | % | ||||||||||
All directors and officers as a group (11 individuals) | — | — | 5,031,250 | 25.9 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is c/o Rose Hill Acquisition Corporation, 981 Davis Drive NW, Atlanta, GA 30327. |
(2) | Represents shares held by our sponsor. Each of our officers and directors is a member of our sponsor. The shares held by our sponsor are beneficially owned by Albert Hill, our co-Chief Financial Officer and the managing member of our sponsor, who has voting and dispositive power over the shares held by our sponsor. |
(3) | Does not include any shares held by our sponsor. This individual is a member of our sponsor, as described in footnote 2. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
Item 14. | Principal Accounting Fees and Services. |
Item | Exhibits, Financial Statement |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
Page | |
Report of Independent Registered Public Accounting Firm (BDO USA, LLP; New York, New York; PCAOB ID #243) | F-3 |
Balance Sheets | F-4 |
Statements of Operations | F-5 |
Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | F-6 |
Statements of Cash Flows | F-7 |
Notes to Financial Statements | F-8 |
(2) | Financial Statement Schedules: |
Exhibit Number | Description | |
3.1 | ||
4.1 | ||
4.2* | ||
10.1 | ||
10.2 |
Exhibit Number | Description | |
10.3 | ||
10.4 | ||
10.5 | ||
10.6 | ||
10.7 | ||
10.8 | ||
10.9 | ||
24* | ||
31.1* | ||
31.2* | ||
31.3 | ||
31.4 | ||
32.1** | ||
32.2** | ||
32.3 | ||
32.4 |
(101.INS) Inline XBRL Instance Document |
(101.SCH) Inline XBRL Taxonomy Extension Schema Document |
(101.CAL) Inline XBRL Taxonomy Extension Calculation Linkbase Document |
(101.DEF) Inline XBRL Taxonomy Extension Definition Linkbase Document |
(101.LAB) Inline XBRL Taxonomy Extension Label Linkbase Document |
(101.PRE) Inline XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
** | Furnished. |
Item 15. | Form 10-K Summary. |
ROSE HILL ACQUISITION CORPORATION | |||
By: | /s/ Felipe Canales |
Name: | Felipe Canales | ||
Title: | Co-Chief Executive Officer |
By: | /s/ Marco Simental |
Name: | Marco Simental | ||
Title: | Co-Chief Executive Officer |
Name | Position | Date | ||
/s/ Felipe Canales | Co-Chief Executive Officer and Director | March 31, | ||
Felipe Canales | (Principal executive officer) | |||
/s/ Marco Simental | Co-Chief Executive Officer and Director | March 31, | ||
Marco Simental | (Principal executive officer) | |||
/s/ Albert G. Hill IV | Co-Chief Financial Officer and Director | March 31, | ||
Albert G. Hill IV | (Principal financial and accounting officer) | |||
/s/ Juan Jose Rosas | Co-Chief Financial Officer and Director | March 31, | ||
Juan Jose Rosas | (Principal financial and accounting officer) | |||
/s/ Katia Bouazza | Director | March 31, | ||
Katia Bouazza | ||||
/s/ Mario Fleck | Director | March 31, | ||
Mario Fleck | ||||
/s/ Juan Manuel Fernandez | Director | March 31, | ||
Juan Manuel Fernandez | ||||
/s/ Felipe Morris | Director | March 31, | ||
Felipe Morris | ||||
/s/ Cristian Moreno | Director | March 31, | ||
Cristian Moreno | ||||
/s/ Pedro Molina | Director | March 31, | ||
Pedro Molina |
Report of Independent Registered Public Accounting Firm (BDO USA, LLP; New York, New York; PCAOB ID #243) | F-3 | |||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
F-8 to F-23 |
Item 1. | Financial Statements |
December 31, 2022 | December 31, 2021 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 96,119 | $ | 658,747 | ||||
Prepaid expenses | 104,905 | 369,137 | ||||||
Due from affiliates | 25,000 | 25,000 | ||||||
Total current assets | 226,024 | 1,052,884 | ||||||
NON - CURRENT ASSETS | ||||||||
Prepaid expenses-non current assets | — | 104,905 | ||||||
Investments held in Trust Account | 148,742,661 | 146,627,729 | ||||||
Total Non - Current Assets | 148,742,661 | 146,732,634 | ||||||
TOTAL ASSETS | $ | 148,968,685 | $ | 147,785,518 | ||||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued expenses | $ | 223,997 | $ | 51,264 | ||||
Total current liabilities | 223,997 | 51,264 | ||||||
LONG TERM LIABILITIES | ||||||||
Derivative warrant liabilities | 1,328,750 | 6,528,456 | ||||||
Deferred underwriting fee payable | 7,187,500 | 7,187,500 | ||||||
Total long-term liabilities | 8,516,250 | 13,715,956 | ||||||
Total liabilities | 8,740,247 | 13,767,220 | ||||||
COMMITMENTS AND CONTINGENCIES (NOTE 6) | ||||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 14,375,000 shares at redemption value at December 31, 2022 and December 31, 2021, respectively. | 148,742,661 | 146,625,000 | ||||||
SHAREHOLDERS’ DEFICIT | ||||||||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding at December 31, 2022 and December 31, 2021 | — | — | ||||||
Class A ordinary shares; $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 14,375,000 shares subject to possible redemption) at December 31, 2022 and December 31, 2021 | — | — | ||||||
Class B ordinary shares; $0.0001 par value; 20,000,000 shares authorized; 5,031,250 shares issued and outstanding at December 31, 2022 and December 31, 2021 | 503 | 503 | ||||||
Additional paid-in capital | — | — | ||||||
Accumulated deficit | (8,514,726 | ) | (12,607,205 | ) | ||||
Total shareholders’ deficit | (8,514,223 | ) | (12,606,702 | ) | ||||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | $ | 148,968,685 | $ | 147,785,518 |
2021 | ||||
Year Ended December 31, 2022 | For the Period from March 29, 2021 (inception) through December 31, 2021 | |||||||
OPERATING EXPENSES | ||||||||
General and administrative expenses | $ | 1,106,786 | $ | 275,094 | ||||
Loss from operations | (1,106,786 | ) | (275,094 | ) | ||||
Other income (expense) | ||||||||
Interest income on investments held in Trust Account and other interest | 2,117,220 | 2,739 | ||||||
Change in fair value of warrants | 5,199,706 | 6,157,844 | ||||||
Offering costs related to warrant issuance | — | (550,500 | ) | |||||
Total other income, net | 7,316,926 | 5,610,083 | ||||||
Net income | $ | 6,210,140 | $ | 5,334,989 | ||||
Weighted average shares outstanding of Class A ordinary shares | 14,375,000 | 3,788,357 | ||||||
Basic and diluted net income per share, Class A ordinary shares | $ | 0.36 | $ | 2.51 | ||||
Weighted average shares outstanding of Class B ordinary shares | 5,031,250 | 3,614,508 | ||||||
Basic and diluted net income (loss) per share, Class B ordinary shares | $ | 0.21 | $ | (1.15 | ) |
OPERATING EXPENSES | ||||
General and administrative expenses | 275,094 | |||
Total expenses | 275,094 | |||
OTHER INCOME (EXPENSE) | ||||
Interest income on investments held in Trust Account and other interest | 2,739 | |||
Change in fair value of warrants | 6,157,844 | |||
Offering costs related to warrant issuance | (550,500 | ) | ||
Total other income (expense) | 5,610,083 | |||
NET INCOME | 5,334,989 | |||
Weighted average shares outstanding of Class A ordinary share | 3,788,357 | |||
Basic and diluted net income per share, Class A | $ | 2.51 | ||
Weighted average shares outstanding of Class B ordinary share | 3,614,508 | |||
Basic and diluted net loss per share, Class B | $ | (1.15 | ) | |
The accompanying notes are an integral part of these financial statements |
Class A ordinary shares subject to possible redemption | Preferred stock | Class B Ordinary shares | ||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Additional paid-in capital | Accumulated deficit | Total Shareholders’ Deficit | ||||||||||||||||||||||||||||
Balance, March 29, 2021 (inception) | — | $ | — | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||
Issuance of Class B ordinary shares to initial stockholders | — | — | — | — | 5,031,250 | 503 | 24,497 | 25,000 | ||||||||||||||||||||||||||||
Issuance of Class A ordinary shares, net of offering cost | 14,375,000 | 126,877,109 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Deemed capital contribution from sale of private placement warrants | — | — | — | — | — | — | 1,781,200 | — | 1,781,200 | |||||||||||||||||||||||||||
Accretion for Class A ordinary shares to redemption value | — | 19,747,891 | — | — | — | — | (1,805,697 | ) | (17,942,194 | ) | (19,747,891 | ) | ||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 5,334,989 | 5,334,989 | |||||||||||||||||||||||||||
Balance, December 31, 2021 | 14,375,000 | $ | 146,625,000 | $ | — | $ | — | $ | 5,031,250 | $ | 503 | $ | — | $ | (12,607,205 | ) | $ | (12,606,702 | ) | |||||||||||||||||
Remeasurement of redeemable Class A ordinary shares to redemption value | — | 2,117,661 | — | — | — | — | — | (2,117,661 | ) | (2,117,661 | ) | |||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 6,210,140 | 6,210,140 | |||||||||||||||||||||||||||
Balance, December 31, 2022 | 14,375,000 | $ | 148,742,661 | $ | — | $ | — | $ | 5,031,250 | $ | 503 | $ | — | $ | (8,514,726 | ) | $ | (8,514,223 | ) |
Class A ordinary shares subject to possible redemption | Preferred stock | Class B Ordinary shares | ||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Additional paid-in capital | Accumulated deficit | Total Shareholders’ Deficit | ||||||||||||||||||||||||||||
Balance, March 29, 2021 (inception) | — | $ | 0— | — | $ | — | — | $ | — | $ | — | $ | — | $ | 0— | |||||||||||||||||||||
Issuance of Class B ordinary shares to initial stockholders | — | — | — | — | 5,031,250 | 503 | 24,497 | 25,000 | ||||||||||||||||||||||||||||
Issuance of Class A ordinary shares, net of offering cost | 14,375,000 | 126,877,109 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Deemed capital contribution from sale of private placement warrants | — | — | — | — | — | — | 1,781,200 | — | 1,781,200 | |||||||||||||||||||||||||||
Accretion for Class A ordinary shares to redemption value | — | 19,747,891 | — | — | — | — | (1,805,697 | ) | (17,942,194 | ) | (19,747,891 | ) | ||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 5,334,989 | 5,334,989 | |||||||||||||||||||||||||||
Balance, December 31, 2021 | 14,375,000 | $ | 146,625,000 | $ | — | $ | — | $ | 5,031,250 | $ | 503 | $ | — | $ | (12,607,205 | ) | $ | (12,606,702 | ) | |||||||||||||||||
Year Ended December 31, 2022 | For the Period from March 29, 2021 (Inception) Through December 31, 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 6,210,140 | $ | 5,334,989 | ||||
Adjustments to reconcile income to net cash used in operating activities: | ||||||||
Interest income on investments held in Trust Account | — | (2,729 | ) | |||||
Change in fair value of warrants | (5,199,706 | ) | (6,157,844 | ) | ||||
Offering costs related to warrant issuance | — | 550,500 | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid from expenses and other assets | 369,137 | (474,042 | ) | |||||
Due to affiliates | — | (25,000 | ) | |||||
Accounts payable and accrued expenses | 172,733 | 51,264 | ||||||
Net cash provided by (used in) operating activities | 1,552,304 | (722,862 | ) | |||||
Cash Flows from Investing Activities: | ||||||||
Cash deposited to Trust Account | $ | — | $ | (146,625,000 | ) | |||
Reinvestment of dividend income on Trust Account | (2,114,932 | ) | — | |||||
Net cash used in investing activities | (2,114,932 | ) | (146,625,000 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from initial public offering, net of underwriters’ discount | $ | — | $ | 140,875,000 | ||||
Proceeds from Private Placement Warrant | — | 7,625,000 | ||||||
Proceeds from issuance of Class B ordinary shares to Sponsor | — | 25,000 | ||||||
Payment of offering costs | — | (518,391 | ) | |||||
Net cash provided by financing activities | — | 148,006,609 | ||||||
Net Change in Cash | (562,628 | ) | 658,747 | |||||
Cash – Beginning of period | 658,747 | — | ||||||
Cash – End of period | $ | 96,119 | $ | 658,747 | ||||
Non-cash investing and financing activities: | ||||||||
Deferred underwriting commissions payable charged to additional paid in capital | $ | — | $ | 7,187,500 | ||||
Remeasurement of redeemable Class A ordinary shares to redemption value | $ | 2,117,661 | $ | (19,747,891 | ) |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income | $ | 5,334,989 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest income on investments held in Trust Account | (2,729 | ) | ||
Change in fair value of warrants | (6,157,844 | ) | ||
Offering costs related to warrant issuance | 550,500 | |||
Changes in operating assets and liabilities: | ||||
Prepaid from expenses and other assets | (474,042 | ) | ||
Due to affiliates | (25,000 | ) | ||
Accounts payable and accrued expenses | 51,264 | |||
Net cash flows used in operating activities | (722,862 | ) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Cash deposited to Trust Account | (146,625,000 | ) | ||
Net cash flows used in investing activities | (146,625,000 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from initial public offering, net of underwriters’ discount | 140,875,000 | |||
Proceeds from Private Placement Warrant | 7,625,000 | |||
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | |||
Payment of offering costs | (518,391 | ) | ||
Net cash flows provided by financing activities | 148,006,609 | |||
NET CHANGE IN CASH | 658,747 | |||
CASH, BEGINNING OF PERIOD | 0 | |||
CASH, END OF PERIOD | $ | 658,747 | ||
Supplemental disclosure of noncash activities: | ||||
Deferred underwriting commissions payable charged to additional paid in capital | $ | 7,187,500 | ||
Accretion for Class A ordinary shares to redemption value | $ | (19,747,891 | ) | |
The accompanying notes are an integral part of these financial statements |
Gross proceeds | $ | 143,750,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (6,842,500 | ) | ||
Class A ordinary shares issuance costs | (10,030,391 | ) | ||
Plus: Accretion of carrying value to redemption value | 19,747,891 | |||
Class A ordinary shares subject to possible redemption | $ | 146,625,000 |
Net income | $ | 6,210,140 | ||
Less: Accretion of temporary equity to redemption value | (2,114,932 | ) | ||
Net income excluding accretion of temporary equity to redemption | $ | 4,095,208 |
Class A | Class B | Total | ||||||||||
Total number of shares | 14,375,000 | 5,031,250 | 19,406,250 | |||||||||
Ownership percentage | 74 | % | 26 | % | ||||||||
Total income allocated | $ | 4,600,104 | $ | 1,610,036 | $ | 6,210,140 | ||||||
Less: Accretion allocated based on ownership percentage | (1,566,616 | ) | (548,316 | ) | (2,114,932 | ) | ||||||
Plus: Accretion applicable to Class A redeemable shares | 2,114,932 | — | 2,114,932 | |||||||||
Total income by class | $ | 5,148,420 | $ | 1,061,720 | $ | 6,210,140 | ||||||
Weighted Average Shares outstanding | 14,375,000 | 5,031,250 | 19,406,250 | |||||||||
Income per share | $ | 0.36 | $ | 0.21 |
For the period March 29, 2021 (inception) through December 31, 2021 | ||||
Net loss from inception to IPO date (March 29, 2021) | $ | (588,125 | ) | |
Net income from IPO date to year-end | 5,923,114 | |||
Total income from inception to year-end | 5,334,989 | |||
Less: Accretion of Class A redeemable shares to redemption value | (19,747,891 | ) | ||
Net loss including accretion of Class A redeemable shares to redemption value | $ | (14,412,902 | ) |
Class A Ordinary share | Class B Ordinary share | Total | ||||||||||
Total income allocated | $ | 4,387,492 | $ | 947,497 | $ | 5,334,989 | ||||||
Less: Accretion allocated based on ownership percentage | (14,628,067 | ) | (5,119,824 | ) | (19,747,891 | ) | ||||||
Plus: Accretion applicable to Class A redeemable shares | 19,747,891 | — | 19,747,891 | |||||||||
Total income (loss) allocable by each class | 9,507,315 | (4,172,327 | ) | 5,334,989 | ||||||||
Weighted Average Shares Outstanding including common stock subject to redemption | 3,788,357 | 3,614,508 | ||||||||||
Basic and diluted net income (loss) per share | $ | 2.51 | $ | (1.15 | ) |
For the period March 29, 2021 (inception) through December 31, 2021 | ||||
Net loss from inception to IPO date (December 9, 2021) | $ | (588,125 | ) | |
Net income from IPO date to year-end | 5,923,114 | |||
Total income from inception to year-end | 5,334,989 | |||
Less: Accretion of Class A redeemable shares to redemption value | (19,747,891 | ) | ||
Net loss including accretion of Class A redeemable shares to redemption value | $ | (14,412,902 | ) |
Class A Ordinary share | Class B Ordinary share | Total | ||||||||||
Total income allocated | $ | 4,387,492 | $ | 947,497 | $ | 5,334,989 | ||||||
Less: Accretion allocated based on ownership percentage | (14,628,067 | ) | (5,119,824 | ) | (19,747,891 | ) | ||||||
Plus: Accretion applicable to Class A redeemable shares | 19,747,891 | — | 19,747,891 | |||||||||
Total income (loss) allocable by each class | 9,507,315 | (4,172,327 | ) | 5,334,989 | ||||||||
Weighted Average Shares Outstanding including common stock subject to redemption | 3,788,357 | 3,614,508 | ||||||||||
Basic and diluted net income (loss) per share | $ | 2.51 | $ | (1.15 | ) |
• | if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants— Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | ||||||||||||
U.S. Money Market Funds | $ | 148,742,661 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Warrant Liability - Public Warrants | $ | 718,750 | $ | — | $ | — | ||||||
Warrant Liability - Private Warrants | $ | — | $ | 610,000 | $ | — |
Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | ||||||||||||
U.S. Money Market Funds | $ | 146,627,729 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Warrant Liability - Public Warrants | $ | 3,521,156 | $ | — | $ | — | ||||||
Warrant Liability - Private Warrants | $ | — | $ | — | $ | 3,007,300 |
Description | Level | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | ||||||||||||
Assets: | ||||||||||||||||
U.S. Treasury Securities | 1 | $ | 146,627,729 | 0 | 0 | |||||||||||
Liabilities: | ||||||||||||||||
Warrant Liability - Public Warrants | 1 | $ | 3,521,156 | 0 | ||||||||||||
Warrant Liability - Private Warrants | 3 | 0 | 0 | $ | 3,007,300 |
December 31, 2021 | ||||
Share Price | $ | 9.92 | ||
Exercise Price | $ | 11.50 | ||
Redemption trigger price | $ | 18.00 | ||
Term (years) | 5.79 | |||
Probability of Acquisition | 100.00 | % | ||
Volatility | 8.2 | % | ||
Risk Free Rate | 1.32 | % | ||
Dividend Yield | 0 |
October 18, 2021 | December 31, 2021 | |||||||
Stock Price | $ | $10.00 | $ | 9.92 | ||||
Exercise Price | $ | 11.50 | $ | 11.50 | ||||
Redemption trigger price | $ | 18.00 | $ | 18.00 | ||||
Term (years) | 6 | 5.79 | ||||||
Probability of Acquisition | 80.00 | % | 100.00 | % | ||||
Volatility | 15.0 | % | 8.2 | % | ||||
Risk Free Rate | 1.27 | % | 1.32 | % | ||||
Dividend Yield | 0 | 0 |
Derivative warrant liabilities at March 29, 2021 (inception) | $ | — | ||
Issuance of Private Warrants—Level 3 measurements | 5,843,800 | |||
Change in fair value of derivative warrant liabilities with Level 3 inputs | (2,836,500 | ) | ||
Derivative warrant liabilities at December 31, 2021 with Level 3 inputs | $ | 3,007,300 | ||
Transfer out of level 3 | (3,007,300 | ) | ||
Derivative warrant liabilities at December 31, 2022 with Level 3 inputs | $ | — |