☒ | 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 |
Delaware | 85-2832589 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification |
630 Ramona Street Palo Alto, CA | 94301 | ||
(Address of principal executive offices) | (Zip Code) |
Title of Each Class: | Trading Symbol(s) | Name of Each Exchange on Which Registered: | ||
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | CTAQU | The NASDAQ Stock Market LLC | ||
Shares of Class A Common Stock, par value $0.0001 per share | CTAQ | The NASDAQ Stock Market LLC | ||
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share | CTAQW | The NASDAQ Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Type of Transaction | Whether Stockholder Approval is Required | |
Purchase of assets | No | |
Purchase of stock of target not involving a merger with the company | No | |
Merger of target into a subsidiary of the company | No | |
Merger of the company with a target | Yes |
Item 1A. | Risk Factors. |
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. |
(1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
(2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
(3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Item 9B. | Other Information. |
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. | Directors, Executive Officers and Corporate Governance |
Name | Age | Position | ||||
Lloyd Carney | Chief Acquisition Officer | |||||
David Roberson | | | Chief Executive Officer, Chief Financial Officer and Chairman of the Board | |||
Gale England | President and Director | |||||
Lieutenant General (Ret.) Robert Ferrell | Director | |||||
Carol Goode | Director | |||||
Ellen O’Donnell | Director |
Item 11. | Executive Compensation |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Class A Common Stock | Class B Common Stock | Approximate | Class A Common Stock | Class B Common Stock | Approximate | |||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned(2) | Approximate Percentage of Class | Percentage of Outstanding Common Stock | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned(2) | Approximate Percentage of Class | Percentage of Outstanding Common Stock | ||||||||||||||||||||||||||||||
Carney Technology Sponsor II LLC (our sponsor) (1) | 900,000 | 2.2 | % | 10,062,500 | 100 | % | 21.4 | % | 900,000 | 2.2 | % | 10,062,500 | 100 | % | 21.4 | % | ||||||||||||||||||||||||
Lloyd Carney (1) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
David Roberson (1) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Gale England (1) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Robert Ferrell (1) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Carol Goode (1) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Ellen O’Donnell (1) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
All directors and executive officers as a group (6 individuals) | 900,000 | 2.2 | % | 10,062,500 | 100 | % | 21.4 | % | 900,000 | 2.2 | % | 10,062,500 | 100 | % | 21.4 | % | ||||||||||||||||||||||||
Other 5% Stockholders | ||||||||||||||||||||||||||||||||||||||||
Aristeia Capital, L.L.C.(3) | 2,200,000 | 5.35 | % | — | — | 4.3 | % | 2,182,758 | 5.3 | % | — | — | 4.3 | % |
(1) | Our sponsor, Carney Technology Sponsor II LLC, is the record holder of the securities reported herein. |
(2) | Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one |
(3) | According to the Schedule rd Floor, Greenwich, CT 06830. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Item 14 . | Principal Accountant Fees and Services. |
Item 15. |
F-2 | ||||
Financial Statements: | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 to |
Item 16. | Form 10-K Summary |
* | Filed herewith. |
** | Furnished herewith |
(1) | Incorporated by reference to the Company’s Form S-1, filed with the SEC on October 9, 2020. |
(2) | Incorporated by reference to the Company’s Form S-1/A, filed with the SEC on October 20, 2020. |
(3) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on December 15, 2020. |
(4) | Incorporated by reference to the Company’s 10-K/A, filed with the SEC on February 1, 2022. |
(5) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on January 26, 2022. |
March 28, 2022 | Carney Technology Acquisition Corp. II | |||||
By: | /s/ David Roberson | |||||
Name: | David Roberson | |||||
Title: | Chief Executive Officer (Principal Executive Officer) |
Name | Position | Date | ||
/s/ David Roberson | Chief Executive Officer, Chief Financial Officer and Chairman of the Board | March 28, 2022 | ||
David Roberson | (Principal Executive Officer and Principal Financial Officer) | |||
/s/ Gale England | President and Director | March 28, 2022 | ||
Gale England | ||||
/s/ Lieutenant General (Ret.) Robert Ferrell | Director | March 28, 2022 | ||
Lieutenant General (Ret.) Robert Ferrell | ||||
/s/ Carol Goode | Director | March 28, 2022 | ||
Carol Goode | ||||
/s/ Ellen O’Donnell | Director | March 28, 2022 | ||
Ellen O’Donnell |
F-2 | ||||
Financial Statements: | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 to |
ASSETS | ||||
Current assets | ||||
Cash | $ | 835,208 | ||
Prepaid expenses | 700,867 | |||
Total Current Assets | 1,536,075 | |||
Investments held in Trust Account | 402,507,131 | |||
Total Assets | $ | 404,043,206 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Current liabilities - accrued expenses | $ | 90,763 | ||
Warrant liability | 17,831,667 | |||
Deferred underwriting fee payable | 15,137,500 | |||
Total Liabilities | 33,059,930 | |||
Commitments and contingencies | 0 | |||
Class A common stock subject to possible redemption, 40,250,000 shares at $10.00 per share redemption value | 402,500,000 | |||
Stockholders’ Equity | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding | 0— | |||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 900 shares issued and outstanding (excluding 40,250,000 Class A stock subject to redemption) | 90 | |||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,062,500 shares issued and outstanding | 1,006 | |||
Additional paid-in capital | 0 | |||
Accumulated deficit | (31,517,820 | ) | ||
Total Stockholders’ Equity | (31,516,724 | ) | ||
Total Liabilities and Stockholders’ Equity | $ | 404,043,206 | ||
Formation and operating costs | $ | 133,396 | ||
Loss from operations | (133,396 | ) | ||
Other income (expense): | ||||
Interest earned on marketable securities held in Trust Account | 7,131 | |||
Change in fair value of warrant liability | 274,333 | |||
Transaction costs allocable to warrants | (993,257 | ) | ||
Other expense, net | (711,793 | ) | ||
Net loss | $ | (845,189 | ) | |
Weighted average shares outstanding of Class A common stock | 6,021,951 | |||
Basic and diluted income per share, Class A common stock | $ | (0.06 | ) | |
Weighted average shares outstanding of Class B common stock | 9,244,411 | |||
Basic and diluted net loss per share, Class B common stock | $ | (0.06 | ) |
Class A Common Stock | Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance – August 31, 2020 (Inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B common stock to initial stockholders | — | — | 10,062,500 | 1,006 | 23,994 | 0 | 25,000 | |||||||||||||||||||||
Sale of 900,000 Private Placement Units, net of the fair value of the private Placement Warrants | 900,000 | 90 | — | — | 8,603,910 | — | 8,604,000 | |||||||||||||||||||||
Accretion for Class A common stock to redemption amount | — | — | — | — | (8,627,904 | ) | (30,672,631 | ) | (39,300,535 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (845,189 | ) | (845,189 | ) | |||||||||||||||||||
Balance – December 31, 2020 | 900,000 | $ | 90 | 10,062,500 | $ | 1,006 | $ | 0 | $ | (31,517,820 | ) | $ | (31,516,724 | ) | ||||||||||||||
December 31, 2021 | December 31, 2020 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 73,952 | $ | 835,208 | ||||
Prepaid expenses | 324,500 | 700,867 | ||||||
Total Current Assets | 398,452 | 1,536,075 | ||||||
Cash and marketable securities held in Trust Account | 402,568,921 | 402,507,131 | ||||||
TOTAL ASSETS | $ | 402,967,373 | $ | 404,043,206 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities—accrued expenses | $ | 265,999 | $ | 90,763 | ||||
Warrant liabilities | 9,464,500 | 17,831,667 | ||||||
Deferred underwriting fee payable | 15,137,500 | 15,137,500 | ||||||
TOTAL LIABILITIES | 24,867,999 | 33,059,930 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A common stock subject to possible redemption, 40,250,000 shares at $10.00 per share as of December 31, 2021 and 2020 | 402,500,000 | 402,500,000 | ||||||
Stockholders’ Deficit | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding | 0— | 0— | ||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 900,000 shares issued and outstanding (excluding 40,250,000 subject to possible redemption) at December 31, 2021 and 2020 | 90 | 90 | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,062,500 shares issued and outstanding at December 31, 2021 and 2020 | 1,006 | 1,006 | ||||||
Accumulated deficit | (24,401,722 | ) | (31,517,820 | ) | ||||
Total Stockholders’ Deficit | (24,400,626 | ) | (31,516,724 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 402,967,373 | $ | 404,043,206 | ||||
Cash Flows from Operating Activities: | ||||
Net loss | $ | (845,189 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (7,131 | ) | ||
Change in the fair value of warrant liabilities | (274,333 | ) | ||
Transaction costs allocable to warrants | 993,257 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (700,867 | ) | ||
Accrued expenses | 90,763 | |||
Net cash used in operating activities | (743,500 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | (402,500,000 | ) | ||
Net cash used in investing activities | (402,500,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 395,500,000 | |||
Proceeds from sale of Private Placement Units | 9,000,000 | |||
Proceeds from promissory note – related party | 185,000 | |||
Repayment of promissory note – related party | (185,000 | ) | ||
Payment of offering costs | (421,292 | ) | ||
Net cash provided by financing activities | 404,078,708 | |||
Net Change in Cash | 835,208 | |||
Cash – Beginning of period | 0 | |||
Cash – End of period | $ | 835,208 | ||
Non-Cash financing activities: | ||||
Deferred underwriting fee payable | $ | 15,137,500 | ||
Offering costs paid directly by Sponsor in exchange for the issuance Class B common stock | $ | 25,000 | ||
Year Ended December 31, 2021 | For the Period from August 31, 2020 (Inception) through December 31, 2020 | |||||||
Operating and formation costs | $ | 1,354,536 | $ | 133,396 | ||||
Loss from operations | (1,354,536 | ) | (133,396 | ) | ||||
Other income (expense): | ||||||||
Interest income – bank | 3 | 0 | ||||||
Interest earned on cash and marketable securities held in Trust Account | 103,464 | 7,131 | ||||||
Change in fair value of warrant liabilities | 8,367,167 | 274,333 | ||||||
Transaction costs incurred in connection with IPO | 0 | (993,257 | ) | |||||
Total other income (expense), net | 8,470,634 | 711,793 | ||||||
Net income (loss) | $ | 7,116,098 | $ | (845,189 | ) | |||
Weighted average shares outstanding, Class A common stock | 41,150,000 | 6,021,951 | ||||||
Basic and diluted net income (loss) per share, Class A common stock | $ | 0.14 | $ | (0.06 | ) | |||
Weighted average shares outstanding, Class B common stock | 10,062,500 | 9,244,411 | ||||||
Basic and diluted net income (loss) per share, Class B common stock | $ | 0.14 | $ | (0.06 | ) | |||
Class A Common Stock | Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance – August 31, 2020 (Inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B common stock to initial stockholders | — | — | 10,062,500 | 1,006 | 23,994 | — | 25,000 | |||||||||||||||||||||
Sale of 900,000 Private Placement Units, net of the fair value of the Private Placement Warrants | 900,000 | 90 | — | — | 8,603,910 | — | 8,604,000 | |||||||||||||||||||||
Accretion for Class A common stock to redemption amount | — | — | — | — | (8,627,904 | ) | (30,672,631 | ) | (39,300,535 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (845,189 | ) | (845,189 | ) | |||||||||||||||||||
Balance – December 31, 2020 | 900,000 | $ | 90 | 10,062,500 | $ | 1,006 | $ | — | $ | (31,517,820 | ) | $ | (31,516,724 | ) | ||||||||||||||
Net income | — | — | — | — | — | 7,116,098 | 7,116,098 | |||||||||||||||||||||
Balance – December 31, 2021 | 900,000 | $ | 90 | 10,062,500 | $ | 1,006 | $ | 0 | $ | (24,401,722 | ) | $ | (24,400,626 | ) | ||||||||||||||
Year Ended December 31, | For the Period from August 31, 2020 (Inception) through December 31, | |||||||
2021 | 2020 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 7,116,098 | $ | (845,189 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Interest earned on cash and marketable securities held in Trust Account | (103,464 | ) | (7,131 | ) | ||||
Transaction costs incurred in connection with IPO | 0 | 993,257 | ||||||
Change in fair value of warrant liabilities | (8,367,167 | ) | (274,333 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 376,367 | (700,867 | ) | |||||
Accrued expenses | 175,236 | 90,763 | ||||||
Net cash used in operating activities | (802,930 | ) | (743,500 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Investment of cash into Trust Account | 0 | (402,500,000 | ) | |||||
Cash withdrawn from Trust Account to pay franchise and income taxes | 41,674 | 0 | ||||||
Net cash provided by (used in) investing activities | 41,674 | (402,500,000 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 395,500,000 | ||||||
Proceeds from sale of Private Placement Units | 0 | 9,000,000 | ||||||
Proceeds from promissory note – related party | 0 | 185,000 | ||||||
Repayment of promissory note – related party | 0 | (185,000 | ) | |||||
Payment of offering costs | 0 | (421,292 | ) | |||||
Net cash provided by financing activities | 0 | 404,078,708 | ||||||
Net Change in Cash | (761,256 | ) | 835,208 | |||||
Cash – Beginning | 835,208 | 0 | ||||||
Cash – Ending | $ | 73,952 | $ | 835,208 | ||||
Non-cash investing and financing activities: | ||||||||
Deferred underwriting fee payable | $ | 0 | $ | 15,137,500 | ||||
Offering costs paid directly by Sponsor in exchange for the issuance Class B common stock | $ | 0 | $ | 25,000 | ||||
Balance Sheet as of December 14, 2020 | As Reported As Previously Restated in 10-K/A Amendment No. 1 | Adjustment | As Restated | |||||||||
Class A common stock subject to possible redemption | $ | 365,834,200 | $ | 36,665,800 | $ | 402,500,000 | ||||||
Class A common stock | $ | 457 | $ | (367 | ) | $ | 90 | |||||
Additional paid-in capital | $ | 5,992,802 | $ | (5,992,802 | ) | $ | 0 | |||||
Accumulated deficit | $ | (994,257 | ) | $ | (30,672,631 | ) | $ | (31,666,888 | ) | |||
Total Shareholders’ Equity (Deficit) | $ | 5,000,008 | $ | (36,665,800 | ) | $ | (31,665,792 | ) | ||||
Number of shares subject to redemption | 36,583,420 | 3,666,580 | 40,250,000 |
Balance Sheet as of December 31, 2020 | As Reported As Previously Restated in 10-K/A Amendment No. 1 | Adjustment | As Restated | |||||||||
Class A common stock subject to possible redemption | $ | 365,983,270 | $ | 36,516,730 | $ | 402,500,000 | ||||||
Class A common stock | $ | 455 | $ | (365 | ) | $ | 90 | |||||
Additional paid-in capital | $ | 5,843,734 | $ | (5,843,734 | ) | $ | 0 | |||||
Accumulated deficit | $ | (845,189 | ) | $ | (30,672,631 | ) | $ | (31,517,820 | ) | |||
Total Shareholders’ Equity (Deficit) | $ | 5,000,006 | $ | (36,516,730 | ) | $ | (31,516,724 | ) | ||||
Number of shares subject to redemption | 36,598,327 | 3,651,673 | 40,250,000 |
Statement of Operations for the period August 31, 2020 (inception) through December 31, 2020 | As Reported As Previously Restated in 10-K/A Amendment No. 1 | Adjustment | As Restated | |||||||||
Weighted average shares outstanding of Class A common stock | 40,250,000 | (34,228,049 | ) | 6,021,951 | ||||||||
Basic and diluted net loss per share, Class A common stock | $ | 0 | $ | (0.06 | ) | $ | (0.06 | ) | ||||
Weighted average shares outstanding of Class B common stock | 10,194,207 | (949,796 | ) | 9,244,411 | ||||||||
Basic and diluted loss income (loss) per share, Class B common stock | $ | (0.08 | ) | $ | 0.02 | $ | (0.06 | ) |
Statement of Cash Flows for the period from August 31, 2020 (inception) through December 31, 2020 | As Reported As Previously Restated in 10-K/A Amendment No. 1 | Adjustment | As Restated | |||||||||
Initial classification of Class A common stock subject to possible redemption | $ | 365,834,200 | $ | (365,834,200 | ) | $ | — | |||||
Change in value of Class A common stock subject to possible redemption | $ | 149,070 | $ | (149,070 | ) | $ | 0 |
Gross proceeds | $ | 402,500,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (17,710,000 | ) | ||
Class A common stock issuance costs | (21,590,535 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 39,300,535 | |||
Class A common stock subject to possible redemption | $ | 402,500,000 | ||
For The Period Ended August 31, 2020 (inception) through December 31, 2020 | ||||||||
Class A | Class B | |||||||
Basic and diluted net loss per common stock | ||||||||
Numerator: | ||||||||
Allocation of net loss | $ | (359,331 | ) | $ | (485,858 | ) | ||
Denominator: | ||||||||
Basic and diluted weighted average shares outstanding | 6,021,951 | 9,244,411 | ||||||
Basic and diluted net loss per common stock | $ | (0.06 | ) | $ | (0.06 | ) |
Year Ended December 31, 2021 | For the Period from August 31, 2020 (Inception) through December 31, 2020 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income (loss) per common stock | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income (loss), as adjusted | $ | 5,717,890 | $ | 1,398,208 | $ | (359,331 | ) | $ | (485,858 | ) | ||||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average shares outstanding | 41,150,000 | 10,062,500 | 6,021,951 | 9,244,411 | ||||||||||||
Basic and diluted net income (loss) per common stock | $ | 0.14 | $ | 0.14 | $ | (0.06 | ) | $ | (0.06 | ) | ||||||
December 31, | ||||||||||||
2020 | December 31, 2021 | December 31, 2020 | ||||||||||
Deferred tax asset | ||||||||||||
Net operating loss carryforward | $ | 12,628 | $ | 32,900 | $ | 12,628 | ||||||
Organizational costs/Startup expenses | 13,889 | 256,340 | 13,889 | |||||||||
Total deferred tax assets | 26,517 | 289,240 | 26,517 | |||||||||
Valuation allowance | (26,517 | ) | (289,240 | ) | (26,517 | ) | ||||||
Deferred tax assets, net of allowance | $ | 0 | $ | 0 | $ | 0 | ||||||
Year Ended December 31, 2021 | For the Period from August 31, 2020 (Inception) through December 31, 2020 | |||||||
Federal | ||||||||
Deferred benefit | $ | (262,723 | ) | $ | (26,517 | ) | ||
Change in valuation allowance | 262,723 | 26,517 | ||||||
Income tax provision | $ | 0 | $ | 0 | ||||
December 31, 2021 | December 31, 2020 | |||||||
Statutory federal income tax rate | 21.0 | % | 21.0 | % | ||||
State taxes, net of federal tax benefit | 0.0 | % | 0.0 | % | ||||
Change in fair value of warrant liabilities | (24.7 | )% | 6.8 | % | ||||
Transaction costs incurred in connection with IPO | 0.0 | % | (24.7 | )% | ||||
Change in valuation allowance | 3.7 | % | (3.1 | )% | ||||
Income tax provision | 0.0 | % | 0.0 | % | ||||
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. |
Held-To-Maturity | Level | Amortized Cost | Gross Holding Gain | Fair Value | ||||||||||||
December 31, 2021 | U.S. Treasury Securities (Matures on 03/10/22) | 1 | $ | 201,282,358 | $ | 14,537 | $ | 201,296,895 | ||||||||
December 31, 2020 | U.S. Treasury Securities (Matures on 03/18/2021) | 1 | $ | 201,256,191 | $ | 1,629 | $ | 201,257,820 | ||||||||
Held-To-Maturity | Amortized Cost | Gross Holding Gain | Fair Value | |||||||||||
December 31, 2020 | U.S. Treasury Securities (Matures on 03/15/2021) | $ | 201,256,191 | $ | 1,629 | $ | 201,257,820 | |||||||
Description | Level | December 31, 2020 | December 14, 2020 | |||||||||
Assets: | ||||||||||||
Investments – U.S. Treasury Securities (Matures on 03/15/2021) | 1 | $ | 201,257,820 | $ | — | |||||||
Investments – U.S. Treasury Securities Money Market Fund | 1 | $ | 201,250,937 | $ | — | |||||||
Liabilities: | ||||||||||||
Warrant Liability – Placement Warrants | 3 | $ | 390,000 | $ | 396,000 | |||||||
Warrant Liability – Public Warrants | 3 | $ | 17,441,667 | $ | 17,710,000 |
Description | Level | December 31, 2021 | December 31, 2020 | |||||||
Liabilities: | ||||||||||
Warrant Liabilities – Public Warrants | 1 | $ | 9,257,500 | $ | 17,441,667 | |||||
Warrant Liabilities – Private Placement Warrants | 2 | $ | 207,000 | $ | 390,000 |
December 31, 2021 | December 31, 2020 | |||||||
Risk-free interest rate | 1.16 | % | 0.43 | % | ||||
Expected term (years) | 5.5 | 5.5 | ||||||
Expected volatility | 13.70 | % | 20.0 | % | ||||
Exercise Price | $ | 11.50 | $ | 11.50 | ||||
Implied Fair Value of Class A Common Stock | $ | 9.80 | $ | 9.83 |
Input: | December 31, 2020 | December 14, 2020 | ||||||
Risk-free interest rate | 0.43 | % | 0.43 | % | ||||
Expected term (years) | 5.5 | 5.5 | ||||||
Expected volatility | 20.0 | % | 20.0 | % | ||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Implied Fair Value of Class A common stock | $ | 9.83 | $ | 9.84 |
Placement Warrants | Public Warrants | Warrant Liabilities (Level 3) | Private Placement | Public | Warrant Liabilities (Level 3) | |||||||||||||||||||
Fair value as of August 31, 2020 (inception) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Initial measurement on December 14, 2020 | 396,000 | 17,710,000 | 18,106,000 | |||||||||||||||||||||
Initial measurement as of December 14, 2020 | 396,000 | 17,710,000 | 18,106,000 | |||||||||||||||||||||
Change in fair value | (6,000 | ) | (268,333 | ) | (274,333 | ) | (6,000 | ) | (268,333 | ) | (274,333 | ) | ||||||||||||
Fair value as of December 31, 2020 | $ | 390,000 | $ | 017,441,667 | $ | 17,831,667 | $ | 390,000 | $ | 017,441,667 | $ | 17,831,667 | ||||||||||||
Transfers to Level 1 | 0 | (17,441,667 | ) | (17,441,667 | ) | |||||||||||||||||||
Change in fair value | (141,000 | ) | — | (141,000 | ) | |||||||||||||||||||
Fair value as of March 31, 2021 | $ | 249,000 | $ | — | $ | 249,000 | ||||||||||||||||||
Change in fair value | 33,000 | — | 33,000 | |||||||||||||||||||||
Fair value as of June 30, 2021 | $ | 282,000 | $ | — | $ | 282,000 | ||||||||||||||||||
Change in Fair Value | (87,000 | ) | — | (87,000 | ) | |||||||||||||||||||
Transfer to Level 2 | (195,000 | ) | — | (195,000 | ) | |||||||||||||||||||
Fair value as of December 31, 2021 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||