☒ | 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 |
Cayman Islands | 001-40072 | 98-1568635 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
Ally Bridge Group, NY 430 Park Avenue, 12th Floor | 10022 | |||
(Address Of Principal Executive Offices) | (Zip Code) |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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Item 1. | 1 | |||||
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Item 2. | ||||||
Item 3. | ||||||
Item 4. | ||||||
Item 1. | ||||||
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Item 1A. | ||||||
Item 2. | 19 | |||||
Item 3. | 19 | |||||
Item 4. | 19 | |||||
Item 5. | ||||||
Item 6. | ||||||
21 |
March 31, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 739,294 | $ | 58,175 | ||||
Prepaid expenses | 654,351 | 178 | ||||||
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Total current assets | 1,393,645 | 58,353 | ||||||
Investments held in Trust Account | 150,650,173 | — | ||||||
Deferred offering costs associated with the initial public offering | — | 243,825 | ||||||
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Total Assets | $ | 152,043,818 | $ | 302,178 | ||||
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Liabilities and Shareholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accrued expenses | $ | 137,955 | $ | 202,000 | ||||
Note payable—related party | — | 100,000 | ||||||
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Total current liabilities | 137,955 | 302,000 | ||||||
Deferred underwriting commissions | 5,272,750 | — | ||||||
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Total liabilities | 5,410,705 | 302,000 | ||||||
Commitments and Contingencies | ||||||||
Class A ordinary shares, $0.0001 par value; 14,163,311 and 0 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 141,633,111 | — | ||||||
Shareholders’ Equity | ||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | — | — | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,402,989 and 0 shares issued and outstanding (excluding 14,163,311 and 0 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively | 140 | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,766,250 shares issued and outstanding as of March 31, 2021 and December 30, 2020 | 377 | 377 | ||||||
Additional paid-in capital | 5,188,687 | 24,623 | ||||||
Accumulated deficit | (189,202 | ) | (24,822 | ) | ||||
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Total shareholders’ equity | 5,000,002 | 178 | ||||||
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Total Liabilities and Shareholders’ Equity | $ | 152,043,818 | $ | 302,178 | ||||
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September 30, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 617,654 | $ | 58,175 | ||||
Prepaid expenses | 451,047 | 178 | ||||||
Total current assets | 1,068,701 | 58,353 | ||||||
Investments held in Trust Account | 150,654,723 | — | ||||||
Deferred offering costs associated with the initial public offering | — | 243,825 | ||||||
Total Assets | $ | 151,723,424 | $ | 302,178 | ||||
�� | ||||||||
Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Equity (Deficit) | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 39,468 | $ | — | ||||
Accrued expenses | 206,534 | 202,000 | ||||||
Note payable - related party | — | 100,000 | ||||||
Total current liabilities | 246,002 | 302,000 | ||||||
Deferred underwriting commissions | 5,272,750 | — | ||||||
Total liabilities | 5,518,752 | 302,000 | ||||||
Commitments and Contingencies | ||||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 15,065,000 and -0- | 150,650,000 | — | ||||||
Shareholders’ Equity (Deficit) | ||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; 0ne issued and outstanding | 0 | — | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized;501,300 and -0- | 50 | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,766,250 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 377 | 377 | ||||||
Additional paid-in capital | — | 24,623 | ||||||
Accumulated deficit | (4,445,755 | ) | (24,822 | ) | ||||
Total shareholders’ equity (deficit) | (4,445,328 | ) | 178 | |||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) | $ | 151,723,424 | $ | 302,178 | ||||
FOR THE THREE MONTHS ENDED MARCH 31, 2021
General and administrative expenses | $ | 144,553 | ||
General and administrative expenses—related party | 20,000 | |||
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Loss from operations | (164,553 | ) | ||
Income from investments held in Trust Account | 173 | |||
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Net loss | $ | (164,380 | ) | |
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Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares | 15,065,000 | |||
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Basic and diluted net loss per ordinary share, Class A redeemable ordinary shares | $ | 0.00 | ||
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Basic and diluted weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares | 3,727,162 | |||
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Basic and diluted net loss per ordinary share, Class A and Class B non-redeemable ordinary shares | $ | (0.04 | ) | |
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Three Months Ended September 30, 2021 | Nine Months Ended September 30, 2021 | |||||||
General and administrative expenses | $ | 188,098 | $ | 517,544 | ||||
General and administrative expenses - related party | 30,000 | 80,000 | ||||||
Loss from operations | (218,098 | ) | (597,544 | ) | ||||
Income from investments held in Trust Account | 2,275 | 4,723 | ||||||
Net loss | $ | (215,823 | ) | $ | (592,821) | |||
Basic and diluted weighted average shares outstanding of Class A ordinary shares | 15,566,300 | 12,772,349 | ||||||
Basic and diluted net loss per ordinary share, Class A ordinary shares | $ | (0.01 | ) | $ | (0.04 | ) | ||
Basic and diluted weighted average shares outstanding of Class B ordinary shares | 3,766,250 | 3,678,077 | ||||||
�� | ||||||||
Basic and diluted net loss per ordinary share, Class B ordinary shares | $ | (0.01) | $ | (0.04) | ||||
(DEFICIT)
Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance—December 31, 2020 | — | $ | — | 3,766,250 | $ | 377 | $ | 24,623 | $ | (24,822 | ) | $ | 178 | |||||||||||||||
Sale of Class A ordinary shares in initial public offering, gross | 15,065,000 | 1,507 | — | — | 150,648,493 | — | 150,650,000 | |||||||||||||||||||||
Offering costs | — | — | — | — | (8,865,685 | ) | — | (8,865,685 | ) | |||||||||||||||||||
Sale of private placement shares to Sponsor in private placement | 501,300 | 50 | — | — | 5,012,950 | — | 5,013,000 | |||||||||||||||||||||
Shares subject to possible redemption | (14,163,311 | ) | (1,417 | ) | — | — | (141,631,694 | ) | — | (141,633,111 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (164,380 | ) | (164,380 | ) | |||||||||||||||||||
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Balance—March 31, 2021 (unaudited) | 1,402,989 | $ | 140 | 3,766,250 | $ | 377 | $ | 5,188,687 | $ | (189,202 | ) | $ | 5,000,002 | |||||||||||||||
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Ordinary Shares | Additional Paid-in | Total | ||||||||||||||||||||||||||
Class A | Class B | Accumulated | Shareholders’ | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||||||||
Balance - December 31, 2020 | 0 | $ | 0 | 3,766,250 | $ | 377 | $ | 24,623 | $ | (24,822 | ) | $ | 178 | |||||||||||||||
Sale of shares to Sponsor in private placement | 501,300 | 50 | — | — | 5,012,950 | — | 5,013,000 | |||||||||||||||||||||
Accretion of Class A ordinary shares subject to redemption | — | — | — | — | (5,037,573 | ) | (3,828,112 | ) | (8,865,685 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (164,380 | ) | (164,380 | ) | |||||||||||||||||||
Balance - March 31, 2021 (unaudited) | 501,300 | 50 | 3,766,250 | 377 | 0 | (4,017,314 | ) | (4,016,887 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (212,618 | ) | (212,618 | ) | |||||||||||||||||||
Balance - June 30, 2021 (unaudited) | 501,300 | $ | 50 | 3,766,250 | $ | 377 | $ | 0 | $ | (4,229,932 | ) | $ | (4,229,505 | ) | ||||||||||||||
Net loss | — | — | — | — | — | (215,823 | ) | (215,823 | ) | |||||||||||||||||||
Balance - September 30, 2021 (unaudited) | 501,300 | $ | 50 | 3,766,250 | $ | 377 | $ | 0 | $ | (4,445,755 | ) | $ | (4,445,328 | ) | ||||||||||||||
Cash Flows from Operating Activities: | ||||
Net loss | $ | (164,380 | ) | |
Income from investments held in Trust Account | (173 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (654,173 | ) | ||
Accrued expenses | 33,555 | |||
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Net cash used in operating activities | (785,171 | ) | ||
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Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (150,650,000 | ) | ||
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Net cash used in investing activities | (150,650,000 | ) | ||
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Cash Flows from Financing Activities: | ||||
Payment of note payable to related party | (100,000 | ) | ||
Proceeds received from initial public offering, gross | 150,650,000 | |||
Proceeds received from private placement | 5,013,000 | |||
Offering costs paid | (3,446,710 | ) | ||
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Net cash provided by financing activities | 152,116,290 | |||
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Net change in cash | 681,119 | |||
Cash—beginning of the period | 58,175 | |||
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Cash—end of the period | $ | 739,294 | ||
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Supplemental disclosure of noncash financing activities: | ||||
Offering costs included in accrued expenses | $ | 104,400 | ||
Reversal of offering costs included in accrued expenses in prior year | $ | 202,000 | ||
Deferred underwriting commissions | $ | 5,272,750 | ||
Initial value of Class A ordinary shares subject to possible redemption | $ | 141,766,820 | ||
Change in value of Class A ordinary shares subject to possible redemption | (133,709 | ) |
Cash Flows from Operating Activities: | ||||
Net loss | $ | (592,821 | ) | |
Income from investments held in Trust Account | (4,723 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (450,869 | ) | ||
Accounts payable | 39,468 | |||
Accrued expenses | 136,535 | |||
Net cash used in operating activities | (872,410 | ) | ||
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (150,650,000 | ) | ||
Net cash used in investing activities | (150,650,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Payment of note payable to related party | (100,000 | ) | ||
Proceeds received from initial public offering, gross | 150,650,000 | |||
Proceeds received from private placement | 5,013,000 | |||
Offering costs paid | (3,481,111 | ) | ||
Net cash provided by financing activities | 152,081,889 | |||
Net change in cash | 559,479 | |||
Cash - beginning of the period | 58,175 | |||
Cash - end of the period | $ | 617,654 | ||
Supplemental disclosure of noncash financing activities: | ||||
Offering costs included in accrued expenses | $ | 70,000 | ||
Reversal of offering costs included in accrued expenses in prior year | $ | 202,000 | ||
Deferred underwriting commissions | $ | 5,272,750 |
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
$823,000.
As of March 31, 2021 (unaudited) | As Reported | Adjustment | As Restated | |||||||||
Class A ordinary shares subject to possible redemption | $ | 141,633,111 | $ | 9,016,889 | $ | 150,650,000 | ||||||
Class A ordinary shares | $ | 140 | $ | (90 | ) | $ | 50 | |||||
Additional paid-in capital | $ | 5,188,687 | $ | (5,188,687 | ) | $ | — | |||||
Accumulated deficit | $ | (189,202 | ) | $ | (3,828,112 | ) | $ | (4,017,314 | ) | |||
Total shareholders’ equity (deficit) | $ | 5,000,002 | $ | (9,016,889 | ) | $ | (4,016,887 | ) | ||||
Shares of Class A ordinary shares subject to possible redemption | 14,163,311 | 901,689 | 15,065,000 | |||||||||
Shares of Class A non-redeemable ordinary shares | 1,402,989 | (901,689 | ) | 501,300 |
Three Months Ended March 31, 2021 (unaudited) | ||||||||||||
Supplemental Disclosure of Noncash Financing Activities: | As Reported | Adjustment | As Restated | |||||||||
Initial value of Class A ordinary shares subject to possible redemption | $ | 141,766,820 | $ | (141,766,820 | ) | $ | 0 | |||||
Change in value of Class A ordinary shares subject to possible redemption | $ | (133,709 | ) $ | 133,709 | $ | 0 |
As of June 30, 2021 (unaudited) | As Reported | Adjustment | As Restated | |||||||||
Class A ordinary shares subject to possible redemption | $ | 141,420,490 | $ | 9,229,510 | $ | 150,650,000 | ||||||
Class A ordinary shares | $ | 142 | $ | (92 | ) | $ | 50 | |||||
Additional paid-in capital | $ | 5,401,305 | $ | (5,401,305 | ) | $ | 0 | |||||
Accumulated defici t | $ | (401,820 | ) | $ | (3,828,113 | ) | $ | (4,229,933 | ) | |||
Total shareholders’ equity (deficit) | $ | 5,000,004 | $ | (9,229,510 | ) | $ | (4,229,506 | ) | ||||
Shares of Class A ordinary shares subject to possible redemption | 14,142,049 | 922,951 | 15,065,000 | |||||||||
Shares of Class A non-redeemable ordinary shares | 1,424,251 | (922,951 | ) | 501,300 |
Six Months Ended June 30, 2021 (unaudited) | ||||||||||||
Supplemental Disclosure of Noncash Financing Activities: | As Reported | Adjustment | As Restated | |||||||||
Initial value of Class A ordinary shares subject to possible redemption | $ | 141,766,820 | $ | (141,766,820 | ) | $ | 0 | |||||
Change in value of Class A ordinary shares subject to possible redemption | $ | (346,330 | ) | $ | 346,330 | $ | 0 |
Earnings Per Share | ||||||||||||
As Reported | Adjustment | As Restated | ||||||||||
For the three months ended March 31, 2021 (unaudited) | ||||||||||||
Net loss | $ | (164,380 | ) | $ | — | $ | (164,380 | ) | ||||
Weighted average shares outstanding - Class A ordinary shares | 15,065,000 | (7,973,686 | ) | 7,091,314 | ||||||||
Basic and diluted earnings per ordinary share - Class A ordinary shares | $ | — | $ | (0.02 | ) | $ | (0.02 | ) | ||||
Weighted average shares outstanding - Class B ordinary shares | 3,727,162 | (228,370 | ) | 3,498,792 | ||||||||
Basic and diluted earnings per ordinary shares - Class B ordinary shares | $ | (0.04 | ) | $ | 0.02 | $ | (0.02 | ) | ||||
For three months ended June 30, 2021 (unaudited) | ||||||||||||
Net loss | $ | (212,618 | ) | $ | — | $ | (212,618 | ) | ||||
Weighted average shares outstanding - Class A ordinary shares | 15,065,000 | 501,300 | 15,566,300 | |||||||||
Basic and diluted earnings per ordinary share - Class A ordinary shares | $ | — | $ | (0.01 | ) | $ | (0.01 | ) | ||||
Weighted average shares outstanding - Class B ordinary shares | 4,267,550 | (501,300 | ) | 3,766,250 | ||||||||
Basic and diluted earnings per ordinary shares - Class B ordinary shares | $ | (0.05 | ) | $ | 0.04 | $ | (0.01 | ) | ||||
For the six months ended June 30, 2021 (unaudited) | ||||||||||||
Net loss | $ | (376,998 | ) | $ | — | $ | (376,998 | ) | ||||
Weighted average shares outstanding - Class A ordinary shares | 15,065,000 | (3,712,781 | ) | 11,352,219 | ||||||||
Basic and diluted earnings per ordinary share - Class A ordinary shares | $ | — | $ | (0.03 | ) | $ | (0.03 | ) | ||||
Weighted average shares outstanding - Class B ordinary shares | 3,998,849 | — | 3,633,260 | |||||||||
Basic and diluted earnings per ordinary shares - Class B ordinary shares | $ | (0.09 | ) | $ | 0.06 | $ | (0.03 | ) |
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
2020.
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accrued expenses and notes payable to related party approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities money market funds and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets.
Use of Estimates
The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.
Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as
For the Three Months Ended September 30, 2021 | For the Nine Months Ended September 30, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net loss per ordinary share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net loss | $ | (173,778 | ) | $ | (42,045 | ) | $ | (460,275 | ) | $ | (132,546 | ) | ||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding | 15,566,300 | 3,766,250 | 12,772,349 | 3,678,077 | ||||||||||||
Basic and diluted net loss per ordinary share | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.04 | ) | ||||
Net loss per ordinary shares
Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods, excluding ordinary shares subject to forfeiture. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented.
The unaudited condensed statement of operations includes a presentation of loss per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net loss per ordinary share, basic and diluted for Class A ordinary shares for three months ended March 31, 2021 is calculated by dividing the investment income earned on the Trust Account of $173, by the weighted average number of Class A ordinary shares outstanding for the periods.
Net loss per share, basic and diluted for Class A and Class B nonredeemable ordinary shares for the three months ended March 31, 2021 is calculated by dividing the net loss of $164,380, less net income attributable to Class A ordinary shares of $173, resulting in a net loss of $164,553, by the weighted average number of Class A and Class B nonredeemable ordinary shares outstanding for the periods.
commissions.
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
No future borrowings are permitted under this loan.
2020, the Company had no balance outstanding for such services on the accompanying condensed balance sheets.
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Gross proceeds | $ | 150,650,000 | ||
Less: | ||||
Class A ordinary shares issuance costs | (8,865,685 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 8,865,685 | |||
Class A ordinary shares subject to possible redemption | $ | 150,650,000 | ||
(Deficit)
redemption and are classified outside of permanent equity in the unaudited condensed balance sheet (see Note 6). The 501,300 shares are classified as permanent equity because they are not redeemable.
outstanding.
ABG ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement shares issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Investments in U.S. Treasury money market funds | $ | 150,650,173 | — | — |
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Investments in U.S. Treasury money market funds | $ | 150,654,723 | 0— | 0 |
The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
$823,000.
2020, we had no balance outstanding for such services on the accompanying condensed balance sheets.
Under ASC 480-10S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional
Net loss per share is computed by dividing net loss by the weighted-average numberIncome (Loss) Per Ordinary Share
Our unaudited condensed statement of operations includes a presentation of loss per share for ordinary shares subjectwhich are referred to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted foras Class A ordinary shares for three months ended March 31, 2021 is calculated by dividing the investment income earned on the Trust Account of $173, by the weighted average number of Class A ordinary shares outstanding for the periods.
Net loss per share, basic and diluted for Class A and Class B nonredeemable ordinary shares forshares. Income and losses are shared pro rata between the three months ended March 31, 2021two classes of ordinary shares. Net income (loss) per ordinary share is calculated by dividing the net loss of $164,380, less net income attributable to Class A ordinary shares of $173, resulting in a net loss of $164,553,(loss) by the weighted average number of Class A and Class B nonredeemable ordinary shares outstanding for the periods.
respective period.
We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.
information otherwise required under this item. Item 4. |
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Evaluation of Disclosure Controls and Procedures
(restated)
not effective as of September 30, 2021, 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 our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, our management has concluded that our control around the interpretation and accounting for certain complex features of the Class A ordinary shares was not effectively designed or maintained. This material weakness resulted in the restatement of our interim financial statements for the quarters ended March 31, 2021, and June 30, 2021.
financial reporting
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Simultaneously with
Of the gross proceeds received from the Initial Public Offering and the full exercise Charter. Pursuant to our
We paid a total of approximately $3.0 million in underwriting discounts and commissionsmaterial weakness identified related to the Initialapplication of ASC
* | Filed herewith. |
** | Furnished. herewith. |
|
Dated: | ABG | |||||
By: | /s/ Daniel Johnson | |||||
Name: | Daniel Johnson | |||||
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) |