xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ | QUARTERLY 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
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 84-3743013 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
777 Third Avenue, 18th Floor New York, NY | 10017 | |
(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-sixth of one Redeemable Warrant | SVACU | The Nasdaq Stock Market LLC | ||
Class A Common Stock, par value $0.0001 per share | SVAC | The Nasdaq Stock Market LLC | ||
Redeemable Warrants, exercisable for one share of Class A Common Stock for $11.50 per share | SVACW | The Nasdaq Stock Market LLC |
☐
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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Item 6. | 29 |
ITEM 1. | FINANCIAL STATEMENTS |
March 31, 2021 December 31, 2020 (Unaudited) Assets: Current assets: Cash $ 1,903,177 $ 2,557,154 Prepaid expenses 227,986 223,840 Total current assets 2,131,163 2,780,994 Investments held in Trust Account 404,461,491 404,403,316 Total Assets $ 406,592,654 $ 407,184,310 Liabilities and Stockholders' Equity: Current liabilities: Accounts payable $ 599,617 $ 12,223 Accrued expenses 70,000 70,000 Franchise tax payable 50,891 200,841 Income tax payable 1,351 - Total current liabilities 721,859 283,064 Deferred legal fees 250,000 250,000 Deferred underwriting commissions in connection with the initial public offering 18,190,554 18,190,554 Derivative liabilities 34,271,060 47,320,290 Total liabilities 53,433,473 66,043,908 Commitments and Contingencies (Note 5) Class A common stock; 34,815,918 and 33,614,040 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively 348,159,180 336,140,400 Stockholders' Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2021 and December 31, 2020 - - Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 5,607,535 and 6,809,413 shares issued and outstanding (excluding 34,815,918 and 33,614,040 shares subject to possible redemption) 561 681 Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,105,863 shares issued and outstanding at March 31, 2020 and December 31, 2020 1,011 1,011 Additional paid-in capital 20,070,198 32,088,858 Accumulated deficit (15,071,769 ) (27,090,548 ) Total stockholders' equity 5,000,001 5,000,002 Total Liabilities and Stockholders' Equity $ 406,592,654 $ 407,184,310
June 30, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
Assets: | ||||||||
Current assets: | ||||||||
Cash | $ | 1,405,039 | $ | 2,557,154 | ||||
Prepaid expenses | 204,970 | 223,840 | ||||||
Total current assets | 1,610,009 | 2,780,994 | ||||||
Investments held in Trust Account | 404,471,576 | 404,403,316 | ||||||
Total Assets | $ | 406,081,585 | $ | 407,184,310 | ||||
Liabilities and Stockholders’ Equity: | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 513,343 | $ | 12,223 | ||||
Accrued expenses | 1,754,370 | 70,000 | ||||||
Franchise tax payable | 20,891 | 200,841 | ||||||
Income tax payable | 1,351 | — | ||||||
Total current liabilities | 2,289,955 | 283,064 | ||||||
Deferred legal fees | 250,000 | 250,000 | ||||||
Deferred underwriting commissions in connection with the initial public offering | 18,190,554 | 18,190,554 | ||||||
Derivative liabilities | 45,566,110 | 47,320,290 | ||||||
Total liabilities | 66,296,619 | 66,043,908 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A common stock; 33,478,496 and 33,614,040 shares subject to possible redemption at $10.00 per share at June 30, 2021 and December 31, 2020, respectively | 334,784,960 | 336,140,400 | ||||||
Stockholders’ Equity: | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding at June 30, 2021 and December 31, 2020 | 0— | 0— | ||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 6,944,957 and 6,809,413 shares issued and outstanding (excluding 33,478,496 and 33,614,040 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively | 694 | 681 | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,105,863 shares issued and outstanding at June 30, 2021 and December 31, 2020 | 1,011 | 1,011 | ||||||
Additional paid-in capital | 33,444,285 | 32,088,858 | ||||||
Accumulated deficit | (28,445,984 | ) | (27,090,548 | ) | ||||
Total stockholders’ equity | 5,000,006 | 5,000,002 | ||||||
Total Liabilities and Stockholders’ Equity | $ | 406,081,585 | $ | 407,184,310 | ||||
1
For The Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
General and administrative expenses | $ | 1,007,176 | $ | - | ||||
Administrative expenses - related party | 30,000 | - | ||||||
Franchise tax expense | 50,100 | 1,100 | ||||||
Loss from operations | (1,087,276 | ) | (1,100 | ) | ||||
Other income (expenses) | ||||||||
Change in fair value of derivative liabilities | 13,049,230 | - | ||||||
Net gain from investments held in Trust Account | 58,175 | - | ||||||
Interest income | - | 14 | ||||||
Income/(loss) before income tax expense | 12,020,129 | (1,086 | ) | |||||
Income tax expense | 1,350 | - | ||||||
Net income (loss) | $ | 12,018,779 | $ | (1,086 | ) | |||
Weighted average shares outstanding of Class A common stock | 40,423,453 | - | ||||||
Basic and diluted net income (loss) per share | $ | 0.00 | $ | - | ||||
Weighted average shares outstanding of Class B common stock | 10,105,863 | 9,000,000 | ||||||
Basic and diluted net income (loss) per share | $ | 1.19 | $ | (0.00 | ) |
For The Three Months Ended June 30, | For The Six Months Ended June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
General and administrative expenses | $ | 2,009,250 | $ | 43 | $ | 3,016,426 | $ | 44 | ||||||||
Administrative expenses–related party | 30,000 | — | 60,000 | — | ||||||||||||
Franchise tax expense | 50,000 | 1,100 | 100,100 | 2,200 | ||||||||||||
Loss from operations | (2,089,250 | ) | (1,143 | ) | (3,176,526 | ) | (2,244 | ) | ||||||||
Other income (expenses) | ||||||||||||||||
Change in fair value of derivative liabilities | (11,295,050 | ) | — | 1,754,180 | — | |||||||||||
Net gain from investments held in Trust Account | 10,085 | — | 68,260 | — | ||||||||||||
Interest income | — | — | — | 15 | ||||||||||||
Loss before income tax expense | (13,374,215 | ) | (1,143 | ) | (1,354,086 | ) | (2,229 | ) | ||||||||
Income tax expense | — | — | 1,350 | — | ||||||||||||
Net los s | $ | (13,374,215 | ) | $ | (1,143 | ) | $ | (1,355,436 | ) | $ | (2,229 | ) | ||||
Weighted average shares outstanding of Class A common stock | 40,423,453 | — | 40,423,453 | — | ||||||||||||
Basic and diluted net income per share, Class A common stock | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
Weighted average shares outstanding of Class B common stock | 10,105,863 | 9,000,000 | 10,105,863 | 9,000,000 | ||||||||||||
Basic and diluted net loss per share, Class B common stock | $ | (1.32 | ) | $ | (0.00 | ) | $ | (0.13 | ) | $ | (0.00 | ) | ||||
2
For The Three Months Ended March 31, 2021 | ||||||||||||||||||||||||||||
Common Stock | Additional | Total | ||||||||||||||||||||||||||
Class A | Class B | Paid-In | Accumulated | Stockholders' | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance - December 31, 2020 | 6,809,413 | $ | 681 | 10,105,863 | $ | 1,011 | $ | 32,088,858 | $ | (27,090,548 | ) | $ | 5,000,002 | |||||||||||||||
Common stock subject to possible redemption | (1,201,878 | ) | (120 | ) | - | - | (12,018,660 | ) | - | (12,018,780 | ) | |||||||||||||||||
Net income | - | - | - | - | - | 12,018,779 | 12,018,779 | |||||||||||||||||||||
Balance - March 31, 2021 (unaudited) | 5,607,535 | $ | 561 | 10,105,863 | $ | 1,011 | $ | 20,070,198 | $ | (15,071,769 | ) | $ | 5,000,001 | |||||||||||||||
For The Three Months Ended March 31, 2020 | ||||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||
Class A | Class B | Additional | Total | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Paid-In Capital | Accumulated Deficit | Stockholders' Equity | ||||||||||||||||||||||
Balance - December 31, 2019 | - | $ | - | 10,350,000 | $ | 1,035 | $ | 23,965 | $ | (1,324 | ) | $ | 23,676 | |||||||||||||||
Net loss | - | - | - | - | - | (1,086 | ) | (1,086 | ) | |||||||||||||||||||
Balance - March 31, 2020 (unaudited) | - | $ | - | 10,350,000 | $ | 1,035 | $ | 23,965 | $ | (2,410 | ) | $ | 22,590 |
For the Three and Six Months Ended June 30, 2021 | ||||||||||||||||||||||||||||
Common Stock | Total Stockholders’ Equity | |||||||||||||||||||||||||||
Class A | Class B | Additional Paid-In Capital | Accumulated Deficit | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance–December 31, 2020 | 6,809,413 | $ | 681 | 10,105,863 | $ | 1,011 | $ | 32,088,858 | $ | (27,090,548 | ) | $ | 5,000,002 | |||||||||||||||
Common stock subject to possible redemption | (1,201,878 | ) | (120 | ) | — | — | (12,018,660 | ) | — | (12,018,780 | ) | |||||||||||||||||
Net income | — | — | — | — | — | 12,018,779 | 12,018,779 | |||||||||||||||||||||
Balance–March 31, 2021 (unaudited) | 5,607,535 | 561 | 10,105,863 | 1,011 | 20,070,198 | (15,071,769 | ) | 5,000,001 | ||||||||||||||||||||
Common stock subject to possible redemption | 1,337,422 | 133 | — | — | 13,374,087 | — | 13,374,220 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (13,374,215 | ) | (13,374,215 | ) | |||||||||||||||||||
Balance–June 30, 2021 (unaudited) | 6,944,957 | $ | 694 | 10,105,863 | $ | 1,011 | $ | 33,444,285 | $ | (28,445,984 | ) | $ | 5,000,006 | |||||||||||||||
For The Three and Six Months Ended June 30, 2020 | ||||||||||||||||||||||||||||
Common Stock | Total Stockholders’ Equity | |||||||||||||||||||||||||||
Class A | Class B | Additional Paid-In Capital | Accumulated Deficit | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance–December 31, 2019 | — | $ | — | 10,350,000 | $ | 1,035 | $ | 23,965 | $ | (1,324 | ) | $ | 23,676 | |||||||||||||||
Net loss | — | — | — | — | — | (1,086 | ) | (1,086 | ) | |||||||||||||||||||
Balance–March 31, 2020 (unaudited) | — | — | 10,350,000 | 1,035 | 23,965 | (2,410 | ) | 22,590 | ||||||||||||||||||||
Net loss | — | — | — | — | — | (1,143 | ) | (1,143 | ) | |||||||||||||||||||
Balance–June 30, 2020 (unaudited) | — | $ | — | 10,350,000 | $ | 1,035 | $ | 23,965 | $ | (3,553 | ) | $ | 21,447 | |||||||||||||||
3
For The Three Months Ended March 31, | ||||||||
2021 | 2020 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 12,018,779 | $ | (1,086 | ) | |||
Adjustments to reconcile income (loss) to net cash used in operating activities: | ||||||||
Change in fair value of derivative liabilities | (13,049,230 | ) | - | |||||
Net gain from investments held in Trust Account | (58,175 | ) | - | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (4,146 | ) | - | |||||
Accounts payable | 587,394 | - | ||||||
Franchise tax payable | (149,950 | ) | 1,100 | |||||
Income tax payable | 1,351 | - | ||||||
Net cash provided by (used in) operating activities | (653,977 | ) | 14 | |||||
Net change in cash | (653,977 | ) | 14 | |||||
Cash - beginning of the period | 2,557,154 | 72,751 | ||||||
Cash - end of the period | $ | 1,903,177 | $ | 72,765 | ||||
Supplemental disclosure of noncash financing activities: | ||||||||
Offering costs included in accounts payable | $ | - | $ | 33,551 | ||||
Offering costs included in accrued expenses | $ | - | $ | 3,302 | ||||
Change in value of Class A common stock subject to possible redemption | $ | 12,018,780 | $ | - |
For The Six Months Ended June 30, | ||||||||
2021 | 2020 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net loss | $ | (1,355,436 | ) | $ | (2,229 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Change in fair value of derivative liabilities | (1,754,180 | ) | — | |||||
Net gain from investments held in Trust Account | (68,260 | ) | — | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 18,870 | — | ||||||
Accounts payable | 501,120 | 43 | ||||||
Accrued expenses | 1,684,370 | — | ||||||
Franchise tax payable | (179,950 | ) | 2,200 | |||||
Income tax payable | 1,351 | — | ||||||
Net cash provided by (used in) operating activities | (1,152,115 | ) | 14 | |||||
Net change in cash | (1,152,115 | ) | 14 | |||||
Cash – beginning of the period | 2,557,154 | 72,751 | ||||||
Cash – end of the period | $ | 1,405,039 | $ | 72,765 | ||||
Supplemental disclosure of noncash financing activities: | ||||||||
Offering costs included in accounts payable | $ | — | $ | 291,365 | ||||
Offering costs included in accrued expenses | $ | — | $ | 388,500 | ||||
Change in value of Class A common stock subject to possible redemption | $ | (1,355,440 | ) | $ | — |
Offerin
$680,000.
STARBOARD VALUE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2020
consist of:
STARBOARD VALUE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
exercised.
sheets
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 20,197,611 shares of the Company’s common stock in the calculation of diluted loss per share, since the average market price of the Company’s Class A common stock for the three months ended March 31, 2021 was below the Warrants’ $11.50 exercise price. As a result, diluted income per common share is the same as basic net income per common share for the period presented.
STARBOARD VALUE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company’s unaudited condensed consolidated statementstatements of operations include a presentation of net income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the
At March 31, 2020,periods.
stock:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Class A common stock | ||||||||||||||||
Numerator: Income allocable to Class A common stock | ||||||||||||||||
Income from investments held in Trust Account | $ | 10,085 | $ | — | $ | 68,260 | $ | — | ||||||||
Less: Company’s portion available to be withdrawn to pay taxes | (10,085 | ) | — | (68,260 | ) | — | ||||||||||
Net income attributable to Class A common stock | $ | — | $ | — | $ | — | $ | — | ||||||||
Denominator: Weighted average Class A common stock | ||||||||||||||||
Basic and diluted weighted average shares outstanding, Class A common stock | 40,423,453 | — | 40,423,453 | — | ||||||||||||
Basic and diluted net income per share, Class A common stock | $ | 0.00 | $ | — | $ | 0.00 | $ | — | ||||||||
Class B common stock | ||||||||||||||||
Numerator: Net income (loss) minus net income allocable to Class A common stock | ||||||||||||||||
Net income (loss) | $ | (13,374,215 | ) | $ | (1,144 | ) | $ | (1,355,436 | ) | $ | (2,229 | ) | ||||
Net income allocable to Class A common stock | — | — | — | — | ||||||||||||
Net income (loss) attributable to Class B common stock | $ | (13,374,215 | ) | $ | (1,144 | ) | $ | (1,355,436 | ) | $ | (2,229 | ) | ||||
Denominator: Weighted average Class B common stock | ||||||||||||||||
Basic and diluted weighted average shares outstanding, Class B common stock | 10,105,863 | 9,000,000 | 10,105,863 | 9,000,000 | ||||||||||||
Basic and diluted net loss per share, Class B common stock | $ | (1.32 | ) | $ | (0.00 | ) | $ | (0.13 | ) | $ | (0.00 | ) | ||||
FASB As of June 30, 2021 and December 31, 2020, the Company had deferred tax assets with a full valuation allowance against them.
STARBOARD VALUE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Combination
STARBOARD VALUE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Subsequent to the repayment, the facility was no
STARBOARD VALUE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 5—Commitments & Contingencies
STARBOARD VALUE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Combination which was included on the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020.
STARBOARD VALUE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
STARBOARD VALUE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 7—Stockholders’ Equity
vote
18
STARBOARD VALUE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31,
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 (1) | $ | 404,460,551 | $ | - | $ | - | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities | $ | 10,105,863 | $ | - | $ | 21,347,607 | ||||||
Forward purchase agreement | $ | $ | - | $ | 2,817,590 |
(1) Excludes $2,940 of cash held in the Trust Account as of March 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 (1) | $ | 404,470,636 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities | $ | 13,676,602 | $ | — | $ | 28,937,428 | ||||||
Forward purchase agreement | $ | — | $ | — | $ | 2,952,080 |
(1) | Excludes $940 of cash held in the Trust Account as of June 30, 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 (1) | $ | 404,400,376 | $ | - | $ | - | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities | $ | 13,272,368 | $ | - | $ | 27,244,372 | ||||||
Forward purchase agreement | $ | $ | - | $ | 6,803,550 |
(1) Excludes $2,940 of cash held in the Trust Account 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: | ||||||||||||
U.S. Treasury Securities (1) | $ | 404,400,376 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities | $ | 13,272,368 | $ | — | $ | 27,244,372 | ||||||
Forward purchase agreement | $ | — | $ | — | $ | 6,803,550 |
(1) | Excludes $2,940 of cash held in the Trust Account as of December 31, 2020. |
There were 0 transfers to/from Levels 1, 2, and 3 during the three and six months ended June 30, 2021.
investment
STARBOARD VALUE ACQUISITION CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2021 | As of December 31, 2020 | |||||||
Warrants: | ||||||||
Option term (in years) | 5.3 | 5.6 | ||||||
Volatility | 24.00 | % | 27.00 | % | ||||
Risk-free interest rate | 0.98 | % | 0.45 | % | ||||
Expected dividends | - | - | ||||||
Stock price | $ | 9.70 | $ | 10.06 | ||||
Forward purchase agreement: | ||||||||
Expected term | 0.3 | 0.6 | ||||||
Risk-free interest rate | 0.03 | % | 0.09 | % | ||||
Stock price | $ | 9.70 | $ | 10.06 |
As of June 30, 2021 | As of December 31, 2020 | |||||||
Warrants: | ||||||||
Option term (in years) | 5.17 | 5.60 | ||||||
Volatility | 31.30 | % | 27.00 | % | ||||
Risk-free interest rate | 0.90 | % | 0.45 | % | ||||
Expected dividends | 0.00 | % | 0.00 | % | ||||
Stock price | $ | 9.69 | $ | 10.06 | ||||
Forward purchase agreement: | ||||||||
Expected term | 0.17 | 0.60 | ||||||
Risk-free interest rate | 0.05 | % | 0.09 | % | ||||
Stock price | $ | 9.69 | $ | 10.06 |
Level 3 - Derivative warrant liabilities at December 31, 2020 | $ | 34,047,922 | ||
Change in fair value of derivative warrant liabilities | (9,882,725 | ) | ||
Level 3 - Derivative warrant liabilities at March 31, 2021 | $ | 24,165,197 |
Level 3—Derivative liabilities at December 31, 2020 | $ | 34,047,922 | ||
Change in fair value of derivative warrant liabilities | (9,882,725 | ) | ||
Level 3—Derivative liabilities at March 31, 2021 | 24,165,197 | |||
Change in fair value of derivative warrant liabilities | 7,724,311 | |||
Level 3—Derivative liabilities at June 30, 202 1 | $ | 31,889,508 | ||
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
(this"Initial“Initial Business Combination"Combination”). We are an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
Account, offset by approximately $3.0 million in general and administrative expenses, $60,000 in administrative expenses—related party, approximately $100,000 in franchise tax expense, and approximately $1,000 in income tax expense.
We comply with accounting and disclosure requirements
Our unaudited condensed consolidated statement of operations includes a presentation of income per share for common stock subject to possible redemption in a manner similar to the
At March 31, 2021, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into sharesperiods.
period and therefore the inclusion of such warrants would be anti-dilutive.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
SEC’sSEC rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our principal executive officer and principal financial and accounting officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of March 31,June 30, 2021, pursuant to RuleMarch 31,June 30, 2021, due solely to the material weakness in our internal control over financial reporting described below in “Changes in Internal Control Over Financial Reporting.” In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.ThereMarch 31,June 30, 2021 covered by this Quarterly Report on Formincluding with our independent auditors, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement.
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | OTHER INFORMATION |
ITEM 6. | EXHIBITS |
* | Filed herewith. |
** | Furnished. |
† | Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedules and exhibits to the Securities and Exchange Commission upon request. |
Dated: | STARBOARD VALUE ACQUISITION CORP. | |||||
By: | /s/ Martin D. McNulty, Jr. | |||||
Name: | Martin D. McNulty, Jr. | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Dated: | By: | /s/ Kenneth R. Marlin | ||||
Name: | Kenneth R. Marlin | |||||
| ||||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |