☒ | 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 |
Share and one-fourth of one Warrant
Large Accelerated Filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
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Item 3. | ||||||
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Item 1A. | 23 | |||||
Item 2. | ||||||
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Item 6. | ||||||
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March 31, 2021 | ||||
ASSETS | ||||
Cash | $ | 420,943 | ||
Prepaid expenses | 477,974 | |||
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Total current assets | 898,917 | |||
Other assets | 528,591 | |||
Cash held in trust account | 1,380,000,000 | |||
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Total assets | $ | 1,381,427,508 | ||
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LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
Current liabilities: | ||||
Accrued expenses | $ | 12,500 | ||
Accrued offering costs | 283,000 | |||
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Total current liabilities | 295,500 | |||
Warrant liability | 94,761,999 | |||
Deferred underwriting fee payable | 48,300,000 | |||
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Total liabilities | 143,357,499 | |||
Commitments and Contingencies (Note 6) | ||||
Class A ordinary shares subject to possible redemption, 123,307,000 at $10.00 per share | 1,233,070,001 | |||
Shareholders’ Equity: | ||||
Preference shares, $0.0001 par value; 1,000,000 stocks authorized; none issued and outstanding | — | |||
Class A ordinary shares, $0.0001 par value, 800,000,000 shares authorized 14,693,000 shares issued and outstanding (excluding 123,307,000 shares subject to possible redemption), actual and as adjusted, respectively | 1,469 | |||
Class B ordinary shares, $0.0001 par value, 80,000,000 shares authorized; 29,571,428 shares issued and outstanding, actual | 2,957 | |||
Class C ordinary shares, $0.0001 par value, 80,000,000 shares authorized; 29,571,428 shares issued and outstanding, actual | 2,957 | |||
Additional paid-in capital | 16,139,846 | |||
Accumulated deficit | (11,147,221 | ) | ||
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Total shareholders’ equity | 5,000,008 | |||
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Total Liabilities and Shareholders’ Equity | $ | 1,381,427,508 | ||
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ASSETS | ||||
Cash and cash equivalents | $ | 330,524 | ||
Prepaid expenses | 527,867 | |||
Total current assets | 858,391 | |||
Cash held in Trust Account | 1,380,000,000 | |||
Forward purchase asset | 1,500,000 | |||
Other assets | 214,040 | |||
Total assets | $ | 1,382,572,431 | ||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||
Current liabilities: | ||||
Accounts payable | $ | 24,495 | ||
Accrued expenses | 407,287 | |||
Due to related party | 12,450 | |||
Total current liabilities | 444,232 | |||
Deferred underwriting fees payable | 48,300,000 | |||
Derivative warrant liabilities | 57,339,666 | |||
Total liabilities | 106,083,898 | |||
Commitments and Contingencies (Note 7) | 0 | |||
Class A ordinary shares subject to possible redemption, 138,000,000 shares at $10.00 redemption value | 1,380,000,000 | |||
Shareholders’ Deficit | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaNissued and outstanding | 0— | |||
Class A ordinary shares, $0.0001 par value; 800,000,000 shares authorized; NaNissued and outstanding (excluding 138,000,000 shares subject to possible redemption) | 0 | |||
Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 29,571,428 shares issued and outstanding | 2,957 | |||
Class C ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 29,571,428 shares issued and outstanding | 2,957 | |||
Additional paid-in capital | 0— | |||
Accumulated deficit | (103,517,381 | ) | ||
Total shareholders’ deficit | (103,511,467 | ) | ||
Total Liabilities and Shareholders’ Deficit | $ | 1,382,572,431 | ||
FROM JANUARY 5, 2021 (INCEPTION) THROUGH MARCH 31, 2021 | ||||
Formation costs | $ | 5,000 | ||
General and administrative | 68,850 | |||
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Loss from operations: | (73,850 | ) | ||
Other expense: | ||||
Offering costs allocated to warrant liability | 3,181,372 | |||
Loss on change in fair value of warrant liability | 7,891,999 | |||
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Net loss | $ | (11,147,221 | ) | |
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Weighted average shares outstanding of Class A ordinary shares, basic and diluted | 138,000,000 | |||
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Basic and diluted net income per ordinary share, Class A | $ | — | ||
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Weighted average shares outstanding of Class B and Class C ordinary shares, basic and diluted | 59,142,856 | |||
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Basic and diluted net loss per Class B and Class C ordinary share | $ | (0.19 | ) | |
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Three Months Ended September 30, 2021 | For the period from January 5, 2021 (inception) through September 30, 2021 | |||||||
Formation and operating costs | $ | 322,515 | $ | 577,659 | ||||
Loss from operations | (322,515 | ) | (577,659 | ) | ||||
Other income (expense): | ||||||||
Allocation of offering costs to warrant liability | — | (3,181,372 | ) | |||||
Gain on change in fair value of warrant liability | 11,241,334 | 29,530,334 | ||||||
Gain on change in fair value of forward purchase asset | 2,375,000 | 1,500,000 | ||||||
Net i ncome | $ | 13,293,819 | $ | 27,271,303 | ||||
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted , as restated | 138,000,000 | 109,271,375 | ||||||
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption , as restated | $ | 0.07 | $ | 0.16 | ||||
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted, as restated | 29,571,428 | 29,571,428 | ||||||
Basic and diluted net income per ordinary share, Class B non-redeemable ordinary shares, as restated | $ | 0.07 | $ | 0.16 | ||||
Weighted average shares outstanding of Class C non-redeemable ordinary shares, basic and diluted, as restated | 29,571,428 | 29,571,428 | ||||||
Basic and diluted net income per ordinary share, Class C non-redeemable ordinary shares, as restated | $ | 0.07 | $ | 0.16 | ||||
SHAREHOLDERS’ DEFICIT
Class A Ordinary Shares | Class B Ordinary Shares | Class C Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total Shareholder’s Equity | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||
Balance, January 5, 2021 (inception) | — | $ | — | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 29,571,428 | 2,957 | — | — | 9,543 | — | 12,500 | |||||||||||||||||||||||||||
Issuance of Class C ordinary shares to Sponsor | — | — | — | — | 29,571,428 | 2,957 | 9,543 | — | 12,500 | |||||||||||||||||||||||||||
Sale of Units in initial public offering, less fair value of public warrants | 138,000,000 | 13,800 | — | — | — | — | 1,322,716,200 | — | 1,322,730,000 | |||||||||||||||||||||||||||
Offering costs | — | — | — | — | — | — | (73,537,770 | ) | — | (73,537,770 | ) | |||||||||||||||||||||||||
Class A ordinary shares subject to possible redemption | (123,307,000 | ) | (12,331 | ) | — | — | — | — | (1,233,057,670 | ) | — | (1,233,070,001 | ) | |||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (11,147,221 | ) | (11,147,221 | ) | |||||||||||||||||||||||||
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Balance, March 31, 2021 | 14,693,000 | $ | 1,469 | 29,571,428 | $ | 2,957 | 29,571,428 | $ | 2,957 | $ | 16,139,846 | $ | (11,147,221 | ) | $ | 5,000,008 | ||||||||||||||||||||
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Ordinary Shares | ||||||||||||||||||||||||||||
Class B | Class C | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Additional Paid- In Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||||||||
Balance as of January | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B and Class C ordinary shares to Sponsor | 29,571,428 | 2,957 | 29,571,428 | 2,957 | 19,086 | 0 | 25,000 | |||||||||||||||||||||
Sale of Class A shares, net of $130,807,770 issuance costs | — | — | — | — | — | — | 0 | |||||||||||||||||||||
Adjustment of Class A ordinary shares to redemption value | — | — | — | — | (19,086 | ) | (130,788,684 | ) | (130,807,770 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (11,147,221 | ) | (11,147,221 | ) | |||||||||||||||||||
Balance as of March 31, 2021 , as restated | 29,571,428 | $ | 2,957 | 29,571,428 | $ | 2,957 | $ | 0 | $ | (141,935,905 | ) | $ | (141,929,991 | ) | ||||||||||||||
Net income | — | — | — | — | — | 25,124,705 | 25,124,705 | |||||||||||||||||||||
Balance as of June 30, 2021 , as restated | 29,571,428 | $ | 2,957 | 29,571,428 | $ | 2,957 | $ | 0 | $ | (116,811,200 | ) | $ | (116,805,286 | ) | ||||||||||||||
Net income | — | — | — | — | — | 13,293,819 | 13,293,819 | |||||||||||||||||||||
Balance as of September 30, 2021 | 29,571,428 | $ | 2,957 | 29,571,428 | $ | 2,957 | $ | 0 | $ | (103,517,381 | ) | $ | (103,511,467 | ) | ||||||||||||||
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Cash Flows from Operating Activities: | ||||
Net income | $ | 27,271,303 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Change in fair value of warrant liability | (29,530,334 | ) | ||
Change in fair value of forward purchase asset | (1,500,000 | ) | ||
Offering cost allocated to warrant liability | 3,181,372 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (527,867 | ) | ||
Other assets | (214,040 | ) | ||
Accounts payable | 24,495 | |||
Accrued expenses | 407,287 | |||
Net cash used in operating activities | (887,784 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | (1,380,000,000 | ) | ||
Net cash used in investing activities | (1,380,000,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Advances from related party | 425,602 | |||
Repayment of note payable and advances from related party | (388,152 | ) | ||
Proceeds from sale of Class A shares, net | 1,351,580,858 | |||
Proceeds from sale of Private Placement Warrants | 29,600,000 | |||
Net cash provided by financing activities | 1,381,218,308 | |||
Net increase in cash | 330,524 | |||
Cash - beginning of period | 0 | |||
Cash - end of period | $ | 330,524 | ||
Supplemental disclosure of noncash investing and financing activities: | ||||
Initial classification of forward purchase asset | $ | 875,000 | ||
Initial classification of derivative warrant liabilities | $ | 92,592,666 | ||
Deferred underwriting fees payable | $ | 48,300,000 | ||
Issuance of Class B and Class C ordinary shares to Sponsor as settlement of due to related party | $ | 25,000 | ||
Deferred offering costs included in accrued expenses | $ | 283,000 | ||
Deferred offering costs paid through promissory note—related party | $ | 373,152 | ||
Simultaneously 4.
5.
March 2, 2021 | ||||||||||||
As reported | Adjustment | Restated | ||||||||||
Total liabilities | $ | 141,199,740 | $ | 2,168,658 | $ | 143,368,398 | ||||||
Class A ordinary shares subject to possible redemption (temporary equity) | 1,235,359,824 | 144,640,176 | 1,380,000,000 | |||||||||
Shareholders’ Equity (Deficit): | ||||||||||||
Class A ordinary shares | 1,535 | (1,535 | ) | — | ||||||||
Additional paid-in capital | 13,909,528 | (13,909,528 | ) | — | ||||||||
Accumulated deficit | (8,916,976 | ) | (132,897,771 | ) | (141,814,747 | ) | ||||||
Total Shareholders’ Equity (Deficit) | $ | 5,000,001 | $ | (146,808,834 | ) | $ | (141,808,833 | ) |
March 31, 2021 (Unaudited) | ||||||||||||
As reported | Adjustment | Restated | ||||||||||
Class A ordinary shares subject to possible redemption (temporary equity) | $ | 1,233,070,001 | $ | 146,929,999 | $ | 1,380,000,000 | ||||||
Shareholders’ Equity (Deficit): | ||||||||||||
Class A ordinary shares | 1,469 | (1,469 | ) | — | ||||||||
Additional paid-in capital | 16,139,846 | (16,139,846 | ) | — | ||||||||
Accumulated deficit | (11,147,221 | ) | (130,788,684 | ) | (141,935,905 | ) | ||||||
Total Shareholders’ Equity (Deficit) | $ | 5,000,008 | $ | (146,929,999 | ) | $ | (141,929,991 | ) | ||||
For the three months ended March 31, 2021 (Unaudited) | ||||||||||||
As reported | Adjustment | Restated | ||||||||||
Statement of Operations | ||||||||||||
Net l oss | $ | (11,147,221 | ) | $ | — | $ | (11,147,221 | ) | ||||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted | 138,000,000 | (89,294,118 | ) | 48,705,882 | ||||||||
Basic and diluted net income ( loss) per ordinary share,Class A | $ | — | $ | (0.10) | $ | (0.10) | ||||||
Weighted average shares outstanding of Class B and Class C ordinary shares, basic and diluted | 59,142,856 | (59,142,856 | ) | — | ||||||||
Basic and diluted net income ( loss) per Class B and Class Cordinary share | $ | (0.19) | $ | 0.19 | $ | — | ||||||
Weighted average shares outstanding of Class B ordinary shares, | — | 29,571,428 | 29,571,428 | |||||||||
Basic and diluted net income (loss) per Class B ordinary share | $ | — | $ | (0.10 | ) | $ | (0.10 | ) | ||||
Weighted average shares outstanding of Class C ordinary shares, | — | 29,571,428 | 29,571,428 | |||||||||
Basic and diluted net income (loss) per Class C ordinary share | $ | — | $ | (0.10 | ) | $ | (0.10 | ) | ||||
Statement of Cash Flows | ||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | 1,235,359,824 | (1,235,359,824 | ) | 0 |
June 30, 2021 (Unaudited) | ||||||||||||
As reported | Adjustment | Restated | ||||||||||
Total liabilities | $ | 118,072,033 | $ | (1 | ) | $ | 118,072,032 | |||||
Class A ordinary shares subject to possible redemption (temporary equity) | 1,258,194,706 | 121,805,294 | 1,380,000,000 | |||||||||
Shareholders’ Deficit: | ||||||||||||
Class A ordinary shares | 1,218 | (1,218 | ) | — | ||||||||
Retained earnings (accumulated deficit) | 4,992,877 | (121,804,075 | ) | (116,811,198 | ) | |||||||
Total Shareholders’ Equity (Deficit) | $ | 5,000,009 | $ | (121,805,293 | ) | $ | (116,805,284 | ) |
For the three months ended June 30, 2021 (Unaudited) | For the six months ended June 30, 2021 (Unaudited) | |||||||||||||||||||||||
As reported | Adjustment | Restated | As reported | Adjustment | Restated | |||||||||||||||||||
Statement of Operations | ||||||||||||||||||||||||
Net i ncome | $ | 25,124,705 | $ | — | $ | 25,124,705 | $ | 13,977,484 | $ | — | $ | 13,977,484 | ||||||||||||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted | 138,000,000 | — | 138,000,000 | 138,000,000 | (43,125,000 | ) | 94,875,000 | |||||||||||||||||
Basic and diluted net income (loss) per ordinary share,Class A | $ | — | $ | 0.13 | $ | 0.13 | $ | — | $ | 0.09 | $ | 0.09 | ||||||||||||
Weighted average shares outstanding of Class B and Class C ordinary shares, basic and diluted | 59,142,856 | (59,142,856 | ) | — | 59,142,856 | (59,142,856 | ) | — | ||||||||||||||||
Basic and diluted net income (loss) per Class B andClass C | $ | 0.42 | $ | (0.42) | $ | — | $ | 0.24 | $ | (0.24) | $ | — | ||||||||||||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted | — | 29,571,428 | 29,571,428 | — | 29,571,428 | 29,571,428 | ||||||||||||||||||
Basic and diluted net income (loss) per Class B ordinary share | $ | — | $ | 0.13 | 0.13 | $ | — | $ | 0.09 | $ | 0.09 | |||||||||||||
Weighted average shares outstanding of Class C ordinary shares, basic and diluted | — | 29,571,428 | 29,571,428 | — | 29,571,428 | 29,571,428 | ||||||||||||||||||
Basic and diluted net income (loss) per Class C ordinary share | $ | — | $ | 0.13 | $ | 0.13 | $ | — | $ | 0.09 | $ | 0.09 | ||||||||||||
Statement of Cash Flows | ||||||||||||||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | N/A | N/A | N/A | 1,235,359,824 | (1,235,359,824 | ) | 0 | |||||||||||||||||
Change in value of class A ordinary shares subject to possible redemption | N/A | N/A | N/A | 22,834,886 | (22,834,886 | ) | — |
AND BASIS OF PRESENTATION
period ending December 31, 2021.
AUSTERLITZ ACQUISITION CORPORATION II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Immaterial Correction of Error in Prior Financial Statement
On April 12, 2021, the Staff Two of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” Inmore significant accounting estimates included in these financial statements are the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a resultdetermination of the Staff statementfair values of the liabilities for the Warrants and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for our WarrantsFPA (as defined in Note 3) under Accounting Standards Codification (“ASC”) 815-40, Derivatives7). Such estimates may be subject to change as more current information becomes available; and, Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meetaccordingly, the criteria to be classified in shareholders’ equity. Because the Warrants meet the definition of a derivative under ASC 815-40, the Company revised the balance sheet dated March 2, 2021 to classify the Warrants as liabilities at fair value, with subsequent changes in their fair values to be recognized in the statement of operations at each reporting date.
The Company’s prior accounting treatment for the Warrants was equity classification rather than as derivative liabilities. Accounting for the Warrants as liabilities pursuant to ASC 815-40 requires that the Company re-measure the Warrants at their fair value each reporting period and record the changes in such value in the unaudited condensed statement of operations. Accordingly, the Company has revised the value and classification of the Warrants in the financial statements included herein (“Revision”). The Revision did not impact the Company’s cash, total shareholders’ equity, operating expense, net loss, or cash flows.
Subsequent to the Company’s Current Report on Form 8-K filed on March 2, 2021, the Company identified and corrected the following errors in connection with the preparation of the financial statement for the 8-K balance sheet as of March 2, 2021:
As of March 2, 2021 | ||||||||||||
As Reported | As Revised | Difference | ||||||||||
Balance Sheet | ||||||||||||
Warrant liability | $ | — | $ | 92,592,666 | $ | 92,592,666 | ||||||
Total Liabilities | 48,607,074 | 141,199,740 | 92,592,666 | |||||||||
Class A common stock subject to possible redemption | 1,327,952,490 | 1,235,359,824 | (92,592,666 | ) | ||||||||
Class A common stock, $0.0001 par value | 520 | 1,535 | 1,015 | |||||||||
Additional paid-in capital | 5,006,505 | 13,909,528 | 8,903,023 | |||||||||
Accumulated deficit | (12,938 | ) | (8,916,976 | ) | (8,904,038 | ) | ||||||
Total Stockholder’s Equity | 5,000,001 | 5,000,001 | — |
actual results could differ significantly from those estimates.
and Forward Purchase Asset
liabilities were expensed as incurred in the condensed unaudited statements of operations. Offering costs associated with the Class A ordinary shares issued were charged to shareholders’ deficit upon the completion of the Initial Public Offering.
At March 31,
AUSTERLITZ ACQUISITION CORPORATION II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Accordingly, at March 31,as of September 30, 2021, 138,000,000 shares of Class A ordinary shares subject to possible redemption are presented at the current redemption value as temporary equity, outside of the shareholders’ equitydeficit section of the Company’s balance sheet.
Gross proceeds from sale of Class A ordinary shares | $ | 1,380,000,000 | ||
Less: Allocation to public warrants | (57,270,000 | ) | ||
Less: Issuance costs attributable to Class A ordinary shares | (73,537,770 | ) | ||
Adjustment of Class A ordinary shares to redemption value | 130,807,770 | |||
Class A ordinary shares subject to possible redemption | $ | 1,380,000,000 | ||
The
measuring fair value.
and forward purchase asset (liabilities).
The Class B ordinary shares will automatically convert into Class A ordinary shares on the business day following the completionanti- dilutive.
follows:
For the three months ended September 30, 2021 | For the period from January 5, 2021 (Inception) through September 30, 2021 | |||||||
(Unaudited) | (Unaudited) | |||||||
Redeemable Class A Ordinary Shares | ||||||||
Net earnings allocable to redeemable C lass A ordinary shares | $ | 9,305,673 | $ | 17,694,305 | ||||
Basic and diluted weighted average shares outstanding, redeemable C ass A ordinary sharesl | 138,000,000 | 109,271,375 | ||||||
Basic and diluted net earnings per share, redeemable C lass A ordinary shares | $ | 0.07 | $ | 0.16 | ||||
Non-Redeemable Class B and Class C Ordinary Shares | ||||||||
Net earnings allocable to non-redeemable C lass B ordinary shares | $ | 1,994,073 | $ | 4,788,499 | ||||
Basic and diluted weighted average shares outstanding, non-redeemable C lass B ordinary shares | 29,571,428 | 29,571,428 | ||||||
Basic and diluted net earnings per share, non-redeemable C lass B ordinary shares | $ | 0.07 | $ | 0.16 | ||||
Net earnings (loss) attributable to non-redeemable Class C ordinary shares | $ | 1,994,073 | $ | 4,788,499 | ||||
Basic and diluted weighted average shares outstanding, non-redeemable Class C ordinary shares | 29,571,428 | 29,571,428 | ||||||
Basic and diluted net earnings (loss) per share, non-redeemable Class C ordinary shares | $ | 0.07 | $ | 0.16 | ||||
ASC Topic 740 prescribes a recognition threshold
Recent Accounting Standards
Company.
AUSTERLITZ ACQUISITION CORPORATION II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its (1) Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
The Company can 0longer borrow under the Promissory Note.
AUSTERLITZ ACQUISITION CORPORATION II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Public Warrants.
DEFICIT
The Class B ordinary shares will automatically convert into Class A ordinary shares on the business day following the completion
NOTE 8. WARRANTS
September 30, 2021, there were 34,500,000 Public Warrants outstanding. Each whole warrantWarrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial business combination, provided that an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrantsWarrants and a current prospectus relating to them is available (or we permit holders to exercise their warrantsWarrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the Company’s Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units,
The
AUSTERLITZ ACQUISITION CORPORATION II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
warrantsWarrants when the price per Class$18.00:$10.00:warrantsWarrants become exercisable, the Company may redeem the outstanding Public Warrants:
Liabilities and Forward Purchase Agreement Asset
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Warrant liabilities: |
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Public Warrants | $ | — | $ | — | $ | 58,650,000 | $ | 58,650,000 | ||||||||
Private Placement Warrants | — | — | 36,111,999 | 36,111,999 | ||||||||||||
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Total warrant liabilities | $ | — | $ | — | $ | 94,761,999 | $ | 94,761,999 | ||||||||
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AUSTERLITZ ACQUISITION CORPORATION II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Forward Purchase Agreement | $ | 0 | $ | 0 | $ | 1,500,000 | $ | 1,500,000 | ||||||||
Total assets | $ | 0 | $ | 0 | $ | 1,500,000 | $ | 1,500,000 | ||||||||
Liabilities: | ||||||||||||||||
Public Warrants | $ | 36,225,000 | $ | 0 | $ | 0 | $ | 36,225,000 | ||||||||
Private Placement Warrants | 0 | 0 | 21,114,666 | 21,114,666 | ||||||||||||
Total liabilities | $ | 36,225,000 | $ | 0 | $ | 21,114,666 | $ | 57,339,666 | ||||||||
call lattice model.
Public Warrant Liability | Private Placement Warrant Liability | |||||||
Fair value, March 2, 2021 (issuance) | $ | 57,270,000 | $ | 35,322,666 | ||||
Loss on change in fair value (1) | 1,380,000 | 789,333 | ||||||
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Fair value, March 31, 2021 | $ | 58,650,000 | $ | 36,111,999 | ||||
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LossCompany’s assets (liabilities) measured using level 3 fair value inputs:
FPA | Public Warrant Liability | Private Placement Warrant Liability | ||||||||||
Fair value, March 2, 2021 (unaudited) | $ | 0 | $ | (57,270,000 | ) | $ | (35,322,666 | ) | ||||
Loss on change in fair value | 0 | (1,380,000 | ) | (789,333 | ) | |||||||
Fair value, March 31, 2021 (unaudited) | 0 | (58,650,000 | ) | (36,111,999 | ) | |||||||
Gain (loss) on change in fair value | (875,000 | ) | 0 | 10,655,999 | ||||||||
Transfer to level 1 | 0 | 58,650,000 | 0 | |||||||||
Fair value, June 30, 2021 (unaudited) | (875,000 | ) | 0 | (25,456,000 | ) | |||||||
Gain (loss) on change in fair value | 2,375,000 | 0 | 4,341,334 | |||||||||
Fair value, September 30, 2021 | $ | 1,500,000 | $ | 0 | $ | (21,114,666 | ) | |||||
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
$577,659.
480.
Liabilities and Forward Purchase Assets
We account
Accordingly, we classify The assets and liabilities for the Warrants as liabilities at their fair value and adjustFPA are included in Warrant liability and Forward purchase agreement asset, respectively, on the Warrants to fair value at each reporting period. This liability is subject to re-measurement at eachcondensed balance sheet date until exercised, and any change in fair value is recognized in our statementas of operations.September 30, 2021. See Note 89 to our unaudited condensed financial statements included in Item 1 of Part I of this Quarterly Report for further discussion of the pertinent termsitems of the Warrants and Note 910 for further discussion of the methodology used to determine the fair value of the warrant liabilities.
Company’s liabilities for the Warrants and FPA.
We apply
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
share.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
overOver Financial ReportingDuring the most recently completed fiscal quarter, there has been
10-Q,
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
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ITEM 6. | EXHIBITS. |