UNITED STATES
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
March 31, 2022
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Cayman Islands | 001-39526 | 98-1551592 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification |
333 South Grand Avenue 28th Floor Los Angeles, CA | 90071 | |
(Address of principal executive offices) | (Zip Code) |
exercisable for one Class A $0.0001 $0.0001 per share
ordinary share at an exercise price
of $11.50
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Item | Condensed Financial Statements. |
SEPTEMBER 30, 2020
(UNAUDITED)
Assets | ||||
Current assets: | ||||
Cash | $ | 2,000,000 | ||
Prepaid expenses | 292,850 | |||
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Total current assets | 2,292,850 | |||
Investments held in Trust Account | 250,000,617 | |||
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Total assets | $ | 252,293,467 | ||
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Liabilities and Shareholders’ Equity | ||||
Current liabilities: | ||||
Accounts payable | $ | 436,070 | ||
Accrued expenses | 334,860 | |||
Accrued expenses—related party | 5,000 | |||
Advance from related party | 119,159 | |||
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Total current liabilities | 895,089 | |||
Deferred legal fees | 100,000 | |||
Deferred underwriting commissions | 8,750,000 | |||
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Total liabilities | 9,745,089 | |||
Commitments and Contingencies | ||||
Class A ordinary shares; 23,754,837 shares subject to possible redemption at $10.00 per share | 237,548,370 | |||
Shareholders’ Equity: | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | |||
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 1,245,163 shares issued and outstanding (excluding 23,754,837 shares subject to possible redemption) | 125 | |||
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 6,250,000 shares issued and outstanding | 625 | |||
Additional paid-in capital | 5,034,272 | |||
Accumulated deficit | (35,014 | ) | ||
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Total shareholders’ equity | 5,000,008 | |||
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Total Liabilities and Shareholders’ Equity | $ | 252,293,467 | ||
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SHEETS
March 31, 2022 | December 31, 2021 | |||||||
(unaudited) | ||||||||
Assets: | ||||||||
Current Assets | ||||||||
Cash | $ | 505,919 | $ | 587,171 | ||||
Prepaid expenses | 126,250 | 100,000 | ||||||
Total current assets | 632,169 | 687,171 | ||||||
Investments held in Trust Account | 250,059,306 | 250,034,128 | ||||||
Total assets | $ | 250,691,475 | $ | 250,721,299 | ||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 155,597 | $ | 233,405 | ||||
Accrued expenses | 5,954,183 | 4,784,896 | ||||||
Accrued expenses—related party | 309,947 | 240,822 | ||||||
Advance from related party | 119,159 | 119,159 | ||||||
Total current liabilities | 6,538,886 | 5,378,282 | ||||||
Deferred legal fees | 100,000 | 100,000 | ||||||
Deferred underwriting commissions | 8,750,000 | 8,750,000 | ||||||
Derivative warrant liabilities | 7,095,830 | 11,571,670 | ||||||
Total liabilities | 22,484,716 | 25,799,952 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption, $0.0001 per share; 25,000,000 shares outstanding at March 31, 2022 and December 31, 2021, respectively | 250,000,000 | 250,000,000 | ||||||
Shareholders’ Deficit: | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaNissued and outstanding | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 300,000,000 shares authorized | 0 | 0 | ||||||
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 6,250,000 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 625 | 625 | ||||||
Additional paid-in capital | 0 | 0 | ||||||
Accumulated deficit | (21,793,866 | ) | (25,079,278 | ) | ||||
Total shareholders’ deficit | (21,793,241 | ) | (25,078,653 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 250,691,475 | $ | 250,721,299 | ||||
FOR THE PERIOD FROM AUGUST 5, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
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For the three months ended March 31, 2022 | For the three months ended March 31, 2021 | |||||||
General and administrative expenses | $ | 1,215,606 | $ | 545,560 | ||||
Loss from operations | (1,215,606 | ) | (545,560 | ) | ||||
Other income | ||||||||
Change in fair value of derivative warrant liabilities | 4,475,840 | 7,607,550 | ||||||
Net gain on investments held in Trust Account | 25,178 | 7,027 | ||||||
Total other income | 4,501,018 | 7,614,577 | ||||||
Net income | $ | 3,285,412 | $ | 7,069,017 | ||||
Basic and diluted weighted average shares outstanding of Class A ordinary shares | 25,000,000 | 25,000,000 | ||||||
Basic and diluted net income per share, Class A | $ | 0.11 | $ | 0.23 | ||||
Basic and diluted weighted average shares outstanding of Class B ordinary shares | 6,250,000 | 6,250,000 | ||||||
Basic and diluted net income per share, Class B | $ | 0.11 | $ | 0.23 | ||||
FOR THE PERIOD FROM AUGUST 5, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Equity | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance—August 5, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 6,468,750 | 647 | 24,353 | — | 25,000 | |||||||||||||||||||||
Sale of units in initial public offering, gross | 25,000,000 | 2,500 | — | — | 249,997,500 | — | 250,000,000 | |||||||||||||||||||||
Offering costs | — | — | — | — | (14,441,608 | ) | — | (14,441,608 | ) | |||||||||||||||||||
Sale of private placement warrants to Sponsor | — | — | — | — | 7,000,000 | — | 7,000,000 | |||||||||||||||||||||
Forfeiture of Class B ordinary shares from Sponsor | — | — | (218,750 | ) | (22 | ) | 22 | — | — | |||||||||||||||||||
Shares subject to possible redemption | (23,754,837 | ) | (2,375 | ) | — | — | (237,545,995 | ) | — | (237,548,370 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (35,014 | ) | (35,014 | ) | |||||||||||||||||||
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Balance—September 30, 2020 | 1,245,163 | $ | 125 | 6,250,000 | $ | 625 | $ | 5,034,272 | $ | (35,014 | ) | $ | 5,000,008 | |||||||||||||||
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DEFICIT
Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance—December 31, 2021 | 0 | $ | 0 | 6,250,000 | $ | 625 | $ | 0 | $ | (25,079,278 | ) | $ | (25,078,653 | ) | ||||||||||||||
Net income | — | — | — | — | — | 3,285,412 | 3,285,412 | |||||||||||||||||||||
Balance—March 31, 2022 (unaudited) | 0 | $ | 0 | 6,250,000 | $ | 625 | $ | — | $ | (21,793,866 | ) | $ | (21,793,241 | ) | ||||||||||||||
Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance—December 31, 2020 | 0 | $ | 0 | 6,250,000 | $ | 625 | $ | — | $ | (29,072,439 | ) | $ | (29,071,814 | ) | ||||||||||||||
Net income | — | — | — | — | — | 7,069,017 | 7,069,017 | |||||||||||||||||||||
Balance—March 31, 2021 (unaudited) | 0 | $ | 0 | 6,250,000 | $ | 625 | $ | — | $ | (22,003,422 | ) | $ | (22,002,797 | ) | ||||||||||||||
FOR THE PERIOD FROM AUGUST 5, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
Cash Flows from Operating Activities: | ||||
Net loss | $ | (35,014 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Unrealized gain on investments held in Trust Account | (617 | ) | ||
General and administrative expenses paid by related party under note payable | 26,961 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (292,850 | ) | ||
Accounts payable | 296,520 | |||
Accrued expenses—related party | 5,000 | |||
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Net cash used in operating activities | — | |||
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Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (250,000,000 | ) | ||
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Net cash used in investing activities | (250,000,000 | ) | ||
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Cash Flows from Financing Activities: | ||||
Proceeds received from initial public offering, gross | 250,000,000 | |||
Proceeds received from private placement | 7,000,000 | |||
Offering costs paid | (5,000,000 | ) | ||
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Net cash provided by financing activities | 252,000,000 | |||
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Net change in cash | 2,000,000 | |||
Cash—beginning of the period | — | |||
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Cash—end of the period | $ | 2,000,000 | ||
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Supplemental disclosure of noncash investing and financing activities: | ||||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 25,000 | ||
Offering costs included in accounts payable | $ | 139,550 | ||
Offering costs included in accrued expenses | $ | 334,860 | ||
Offering costs included in note payable—related party | $ | 92,198 | ||
Forfeiture of Class B ordinary shares from Sponsor | $ | 22 | ||
Deferred legal fees | $ | 100,000 | ||
Deferred underwriting commissions | $ | 8,750,000 | ||
Value of Class A ordinary shares subject to possible redemption | $ | 237,548,370 |
For the three months ended March 31, 2022 | For the three months ended March 31, 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 3,285,412 | $ | 7,069,017 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Net gain on investments held in Trust Account | (25,178 | ) | (7,027 | ) | ||||
Change in fair value of derivative warrant liabilities | (4,475,840 | ) | (7,607,550 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (26,250 | ) | (18,172 | ) | ||||
Accounts payable | (77,808 | ) | 20,242 | |||||
Accrued expenses | 1,169,287 | 382,554 | ||||||
Accrued expenses—related party | 69,125 | 54,784 | ||||||
Net cash used in operating activities | (81,252 | ) | (106,152 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Offering costs paid | 0 | (85,000 | ) | |||||
Net cash used in financing activities | 0 | (85,000 | ) | |||||
Net change in cash | (81,252 | ) | (191,152 | ) | ||||
Cash—beginning of the period | 587,171 | 1,277,714 | ||||||
Cash—end of the period | $ | 505,919 | $ | 1,086,562 | ||||
OAKTREE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company will provide the holders (the “Public Shareholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender
OAKTREE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
2022.
March 30, 2022.
OAKTREE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Liquidity and Capital Resources
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of
Management continues The Company will need to evaluateraise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the impactCompany funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.
the consummation of the Business Combination or the date the Company is required to liquidate, September 21, 2022. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
There were no cash equivalents at March 31, 2022 and December 31, 2021.
OAKTREE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As
price of such warrants. The subsequent fair value estimates of the Private Placement Warrants are measured using a combination of a Monte Carlo simulation model and the listed public warrant price.
The Company classifies deferred underwriting commissions as
OAKTREE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company’s unaudited condensed statement of operations include As a presentation ofresult, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2022 and 2021. Accretion associated with the Class A ordinary shares subject to possible redemption inis excluded from earnings per share as the redemption value approximates fair value.
share:
For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per ordinary share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income | $ | 2,628,330 | $ | 657,082 | $ | 5,655,214 | $ | 1,413,803 | ||||||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding | 25,000,000 | 6,250,000 | 25,000,000 | 6,250,000 | ||||||||||||
Basic and diluted net income per ordinary share | $ | 0.11 | $ | 0.11 | $ | 0.23 | $ | 0.23 | ||||||||
OAKTREE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
OAKTREE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
sheets.
6 — Class A Ordinary Shares— Subject to Possible Redemption
Gross Proceeds | $ | 250,000,000 | ||
Less: | ||||
Offering costs allocated to Class A shares subject to possible redemption | (14,025,419 | ) | ||
Proceeds allocated to Public Warrants at issuance | (7,260,600 | ) | ||
Plus: | ||||
Accretion on Class A ordinary shares subject to possible redemption amount | 21,286,019 | |||
Class A ordinary shares subject to possible redemption | $ | 250,000,000 | ||
OAKTREE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(See(see Note 4). On September 21, 2020, the underwriters partially exercised the over-allotment option to purchase 2,500,000 Over-Allotment Units; thus, an aggregate of 218,750 Class B ordinary shares were forfeited accordingly. As such, on September 30, 2020,March 31, 2022 and December 31, 2021, there were 6,250,000 Class B ordinary shares issued and outstanding.
OAKTREE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The warrants have an exercise price of $11.50 per whole share, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Company
OAKTREE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
worth
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Investments held in Trust Account: | ||||||||||||
Cash equivalents—money market funds | $ | 250,000,617 | $ | — | $ | — | ||||||
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| $ | 250,000,617 | $ | — | $ | — | ||||||
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March 31, 2022 Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account | $ | 250,059,306 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities-public warrants | $ | 4,062,500 | $ | — | $ | — | ||||||
Derivative warrant liabilities-private warrants | — | $ | 3,033,330 | $ | — |
December 31, 2021 Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account | $ | 250,034,128 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities-public warrants | $ | 6,625,000 | $ | — | $ | — | ||||||
Derivative warrant liabilities-private warrants | $ | — | $ | 4,946,670 | $ | — |
private warrants are viewed as economically equivalent to the public warrants.
Derivative warrant liabilities at December 31, 2020 | $ | 9,427,520 | ||
Change in fair value of derivative warrant liabilities | (3,490,580 | ) | ||
Derivative warrant liabilities at March 31, 2021 | $ | 5,936,940 | ||
Management has
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
Additionally, we recognize
Liquidity
approximately $7,000 in net gain earned on investments held in the Trust Account, partially offset by approximately $546,000 in general and administrative costs.
We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
Based on
continue as a going concern.
This management’s discussion and analysis
Class A Ordinary Shares Subject to Possible Redemption
Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020, 23,754,837 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet.
Net Income (Loss) Per Ordinary Share
Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstandingpolicies during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 10,916,667 of the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method.
The Company’s unaudited condensed statement of operations include a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares are calculated by dividing the net gain earned on investments held in the Trust Account less a working capital credit resulting in break-even result of operations for the period from August 5, 2020 (inception) through September 30, 2020, by the weighted average number of Class A ordinary shares outstanding for the period. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares by the weighted average number of Class B ordinary shares outstanding for the period.
three months ended March 31, 2022.
Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on
statements included in Part I, Item 1 of this Quarterly Report for a discussion of recent accounting pronouncements.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, asAs an “emerging growth company,”company”, we choose to rely on such exemptions we mayare not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of
Item 3. | Quantitative and Qualitative Disclosures |
Item 4. | Controls and Procedures |
not effective as of March 31, 2022, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex equity and equity-linked instruments issued by the Company was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s balance sheet as of September 21, 2020, its annual financial statements for the period ended December 31, 2020 and its interim financial statements for the quarters ended September 30, 2020, March 31, 2021 and June 30, 2021. Additionally, this material weakness could result in a misstatement of the carrying value of equity, equity-linked instruments and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis. As a result, our management performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with generally accepted in the United States of America. Accordingly, management believes that the financial statements included in this Form and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2020,March 31, 2022, as such term is defined in Ruleschiefprincipal executive officer and chiefprincipal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.period from August 5, 2020 (inception) through September 30, 2020,fiscal quarter ended March 31, 2022 covered by this Quarterly Report on Form
While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors. |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities |
Sponsorsponsor paid $25,000, or approximately $0.004 per share, to cover certain expenses on behalf of the Companyour offering costs in exchange for issuanceconsideration of 6,468,750 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our Sponsorsponsor agreed to forfeit up to 843,750 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’scompany’s issued and outstanding shares after the Initial Public Offering.our initial public offering. On September 21, 2020, the underwriters partially exercised the over-allotment option to purchase 2,500,000 Over-Allotment Units;over- allotment units; thus, an aggregate of 218,750 Founder Shares were forfeited accordingly.Sponsorinitial public offering of 25,000,000 units, which included units issued pursuant to the exercise in part of the underwriters’ option to purchase additional units to cover over- allotments. Each unit consists of one Class A ordinary share, $0.0001 par value per share, andPrivate Placement Warrants,private placement warrants, each exercisable to purchase one ordinary share at $11.50 per share, at a price of $1.50 per warrant ($7,000,000 in the aggregate), in a private placement that closed simultaneously with the closing of the Initial Public Offering. This issuance wasour initial public offering. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Item 3. | Defaults Upon Senior Securities |
Item 4. | Mine Safety Disclosures |
Item 5. | Other Information |
Item 6. | Exhibits. |
Exhibit
| Description | |
31.1* | ||
31.2* | ||
32.1** | ||
32.2** | ||
101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
** | Furnished. |
OAKTREE ACQUISITION CORP. II | ||
By: | /s/ | |
Name: |
| |
Title: | Chief |