☒ | 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 |
Symbol(s)
on which registered
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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ITEM 1. | FINANCIAL STATEMENTS. |
March 31, 2021 | ||||
(unaudited) | ||||
Assets: | ||||
Cash | $ | 1,841,399 | ||
Prepaid Expenses | 553,200 | |||
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Total current assets | 2,394,599 | |||
Cash and Securities held in Trust Account | 267,000,253 | |||
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Total Assets | $ | 269,394,852 | ||
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Liabilities and Shareholders’ Equity | ||||
Accrued offering costs and expenses | $ | 904,679 | ||
Due to related party | 2,580 | |||
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Total current liabilities | 907,259 | |||
Deferred underwriting fee | 9,345,000 | |||
Warrant liability | 17,463,264 | |||
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Total liabilities | 27,715,523 | |||
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Commitments and Contingencies | ||||
Class A ordinary shares subject to possible redemption, 23,667,932 shares at redemption value | 236,679,320 | |||
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; 200,000,000 shares authorized; 3,032,068 shares issued and outstanding (excluding 23,667,932 shares subject to possible redemption) | 303 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding (1) | 719 | |||
Additional paid-in capital | 5,847,187 | |||
Accumulated deficit | (848,200 | ) | ||
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Total shareholders’ equity | 5,000,009 | |||
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Total Liabilities and Shareholders’ Equity | $ | 269,394,852 | ||
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June 30, 2021 | ||||
(unaudited) | ||||
Assets: | ||||
Current assets | ||||
Cash | $ | 1,001,295 | ||
Prepaid expenses | 278,268 | |||
Total current assets | 1,279,563 | |||
Other Assets | 194,099 | |||
Cash and Securities held in Trust Account | 267,004,311 | |||
Total Assets | $ | 268,477,973 | ||
Liabilities and Shareholders’ Equity | ||||
Current liabilities | ||||
Accrued offering costs and expenses | $ | 115,000 | ||
Due to related party | 12,580 | |||
Total current liabilities | 127,580 | |||
Deferred underwriting fee | 9,345,000 | |||
Warrant liability | 15,285,133 | |||
Total liabilities | 24,757,713 | |||
Commitments and Contingencies | 0 | |||
Class A ordinary shares subject to possible redemption, 23,872,025 shares at redemption value | 238,720,250 | |||
Shareholders’ Equity: | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,827,975 shares issued and outstanding (excluding 23,872,025 shares subject to possible redemption) | 283 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,675,000 shares issued and outstanding | 668 | |||
Additional paid-in capital | 3,806,328 | |||
Retained earnings | 1,192,731 | |||
Total shareholders’ equity | 5,000,010 | |||
Total Liabilities and Shareholders’ Equity | $ | 268,477,973 | ||
-1-
FOR THE PERIOD FROM JANUARY 27, 2021 (INCEPTION) THROUGH MARCH 31, 2021
INCOME
Operating costs | $ | 34,164 | ||
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Loss from Operations | (34,164 | ) | ||
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Other income (expense): | ||||
Interest earned on cash and marketable securities held in Trust Account | 253 | |||
Offering costs allocated to warrants | (561,706 | ) | ||
Change in fair value of warrant liability | (252,583 | ) | ||
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Total other expense | (814,036 | ) | ||
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Net loss | $ | (848,200 | ) | |
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Weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 22,369,083 | |||
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Basic and diluted net loss per ordinary share, Class A ordinary shares subject to possible redemption | $ | (0.00 | ) | |
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Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares (1) | 6,598,160 | |||
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Basic and diluted net loss per ordinary share, Non-redeemable ordinary shares | $ | (0.13 | ) | |
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For the three months ended June 30, 2021 | For the period from January 27, 2021 (inception) through June 30, 2021 | |||||||
Operating costs | $ | 141,258 | $ | 175,422 | ||||
Loss from Operations | (141,258 | ) | (175,422 | ) | ||||
Other income (expense): | ||||||||
Interest earned on cash and marketable securities held in Trust Account | 4,058 | 4,311 | ||||||
Offering costs allocated to warrants | 0 | (561,706 | ) | |||||
Change in fair value of warrant liability | 2,178,131 | 1,925,548 | ||||||
Total other income | 2,182,189 | 1,368,548 | ||||||
Net income | $ | 2,040,931 | $ | 1,192,731 | ||||
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 23,670,175 | 23,577,240 | ||||||
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption | $ | 0.00 | $ | 0.00 | ||||
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares | 9,704,825 | 8,482,870 | ||||||
Basic and diluted net income per ordinary share, Non-redeemable Class A and Class B ordinary shares | $ | 0.21 | $ | 0.14 | ||||
-2-
Class A | Class B | Additional | Total | |||||||||||||||||||||||||
Ordinary shares | Ordinary shares | Paid-in | Accumulated | Shareholder’s | ||||||||||||||||||||||||
Shares | Amount | Shares(1) | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance as of January 27, 2021 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 7,187,500 | 719 | 24,281 | — | 25,000 | |||||||||||||||||||||
Sale of 26,700,000 Units, net of underwriting discount and offering expenses | 26,700,000 | 2,670 | — | — | 252,370,540 | — | 252,373,210 | |||||||||||||||||||||
Sale of 4,893,333 Private Placement warrants | — | — | — | — | 7,340,000 | — | 7,340,000 | |||||||||||||||||||||
Initial classification of warrant liability | — | — | — | — | (17,210,681 | ) | — | (17,210,681 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (848,200 | ) | (848,200 | ) | |||||||||||||||||||
Class A ordinary shares subject to possible redemption | (23,667,932 | ) | (2,367 | ) | — | — | (236,676,953 | ) | — | (236,679,320 | ) | |||||||||||||||||
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Balance as of March 31, 2021 (unaudited) | 3,032,068 | $ | 303 | 7,187,500 | $ | 719 | $ | 5,847,187 | $ | (848,200 | ) | $ | 5,000,009 | |||||||||||||||
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Class A Ordinary shares | Class B Ordinary shares | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total Shareholder’s Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of January 27, 2021 (inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 7,187,500 | 719 | 24,281 | — | 25,000 | |||||||||||||||||||||
Sale of 26,700,000 Units, net of underwriting discount and offering expenses | 26,700,000 | 2,670 | — | — | 252,370,540 | — | 252,373,210 | |||||||||||||||||||||
Sale of 4,893,333 Private Placement warrants | — | — | — | — | 7,340,000 | — | 7,340,000 | |||||||||||||||||||||
Initial classification of warrant liability | — | — | — | — | (17,210,681 | ) | — | (17,210,681 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (848,200 | ) | (848,200 | ) | |||||||||||||||||||
Class A ordinary shares subject to possible redemption | (23,667,932 | ) | (2,367 | ) | — | — | (236,676,953 | ) | — | (236,679,320 | ) | |||||||||||||||||
Balance as of March 31, 2021 (unaudited) | 3,032,068 | $ | 303 | 7,187,500 | $ | 719 | $ | 5,847,187 | $ | (848,200) | $ | 5,000,009 | ||||||||||||||||
Forfeiture of Class B Ordinary Shares by Sponsor | — | (512,500 | ) | (51 | ) | 51 | — | — | ||||||||||||||||||||
Net income | — | — | — | — | — | 2,040,931 | 2,040,931 | |||||||||||||||||||||
Class A ordinary shares subject to possible redemption | (204,093 | ) | (20 | ) | — | — | (2,040,910 | ) | — | (2,040,930 | ) | |||||||||||||||||
Balance as of June 30, 2021 (unaudited) | 2,827,975 | $ | 283 | 6,675,000 | $ | 668 | $ | 3,806,328 | $ | 1,192,731 | $ | 5,000,010 | ||||||||||||||||
-3-
Cash flows from operating activities: | ||||
Net loss | $ | (848,200 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (253 | ) | ||
Offering costs allocated to warrants | 561,706 | |||
Change in fair value of warrant liability | 252,583 | |||
Changes in operating assets and liabilities: | ||||
Prepaid assets | (553,200 | ) | ||
Accrued expenses | 532,679 | |||
Due to related party | 2,580 | |||
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Net cash used in operating activities | (52,105 | ) | ||
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Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (267,000,000 | ) | ||
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Net cash used in investing activities | (267,000,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts | 261,660,000 | |||
Proceeds from sale of Private Warrants | 7,340,000 | |||
Proceeds from issuance of Class B shares to Sponsor | 25,000 | |||
Proceeds from issuance of promissory note to Sponsor | 125,491 | |||
Payments on promissory issued to Sponsor | (125,491 | ) | ||
Payment of deferred offering costs | (131,496 | ) | ||
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Net cash provided by financing activities | 268,893,504 | |||
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Net change in cash | 1,841,399 | |||
Cash, beginning of period | — | |||
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Cash, end of the period | $ | 1,841,399 | ||
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Supplemental disclosure of cash flow information: | ||||
Initial classification of ordinary shares subject to possible redemption | $ | 221,526,083 | ||
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Change in ordinary shares subject to possible redemption | $ | 15,153,237 | ||
Deferred underwriter’s discount payable charged to additional paid-in capital | $ | 9,345,000 | ||
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Initial classification of warrant liability | $ | 17,210,681 | ||
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Accrued offering costs | $ | 372,000 |
Cash flows from Operating Activities: | ||||
Net income | $ | 1,192,731 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest earned on cash and on marketable securities held in Trust Account | (4,311 | ) | ||
Offering costs allocated to warrants | 561,706 | |||
Change in fair value of warrant liability | (1,925,548 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (278,268 | ) | ||
Other assets | (194,099 | ) | ||
Accrued expenses | 15,000 | |||
Due to related party | 12,580 | |||
Net cash used in operating activities | (620,209 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (267,000,000 | ) | ||
Net cash used in investing activities | (267,000,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts | 261,660,000 | |||
Proceeds from sale of Private Warrants | 7,340,000 | |||
Proceeds from issuance of Class B shares to Sponsor | 25,000 | |||
Proceeds from issuance of promissory note to Sponsor | 125,491 | |||
Payments on promissory note issued to Sponsor | (125,491 | ) | ||
Payment of deferred offering costs | (403,496 | ) | ||
Net cash provided by financing activities | 268,621,504 | |||
Net change in cash | 1,001,295 | |||
Cash, beginning of period | 0 | |||
Cash, end of the period | $ | 1,001,295 | ||
Supplemental disclosure of cash flow information: | ||||
Initial recognition of ordinary shares subject to possible redemption | $ | 221,526,083 | ||
Change in ordinary shares subject to possible redemption | $ | 17,194,167 | ||
Deferred underwriter fee charged to additional paid-in capital | $ | 9,345,000 | ||
Initial recognition of warrant liability | $ | 17,210,681 | ||
Accrued offering costs | $ | 100,000 | ||
-4-
MARCH 31,
Offering, and non-operating income or expense from the change in fair value of the warrant liability.
-5-
-6-
Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheetssheet and the statements of operations did not include the
As of March 25, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Total assets | $ | 252,351,898 | $ | — | $ | 252,351,898 | ||||||
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Liabilities and shareholders’ equity: | ||||||||||||
Total current liabilities | $ | 847,645 | $ | — | $ | 847,645 | ||||||
Warrant liability | — | 16,228,167 | 16,228,167 | |||||||||
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Total liabilities | 9,597,645 | 16,228,167 | 25,825,812 | |||||||||
Class A ordinary share, $0.0001 par value; shares subject to possible redemption | 237,754,250 | (16,228,167 | ) | 221,526,083 | ||||||||
Shareholders’ equity | ||||||||||||
Preference shares - $0.0001 par value | — | — | — | |||||||||
Class A ordinary shares - $0.0001 par value | 122 | 162 | 284 | |||||||||
Class B ordinary shares - $0.0001 par value | 719 | — | 719 | |||||||||
Additional paid-in-capital | 5,016,413 | 561,544 | 5,577,957 | |||||||||
Accumulated deficit | (17,251 | ) | (561,706 | ) | (578,957 | ) | ||||||
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Total shareholders’ equity | 5,000,003 | — | 5,000,003 | |||||||||
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Total liabilities and shareholders’ equity | $ | 252,351,898 | $ | — | $ | 252,351,898 | ||||||
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As of March 25, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Total assets | $ | 252,351,898 | $ | — | $ | 252,351,898 | ||||||
Liabilities and shareholders’ equity: | ||||||||||||
Total current liabilities | $ | 847,645 | $ | — | $ | 847,645 | ||||||
Warrant liability | — | 16,228,167 | 16,228,167 | |||||||||
Total liabilities | 9,597,645 | 16,228,167 | 25,825,812 | |||||||||
Class A ordinary share, $0.0001 par value; shares subject to possible redemption | 237,754,250 | (16,228,167 | ) | 221,526,083 | ||||||||
Shareholders’ equity | ||||||||||||
Preference shares - $0.0001 par value | — | — | — | |||||||||
Class A ordinary shares - $0.0001 par value | 122 | 162 | 284 | |||||||||
Class B ordinary shares - $0.0001 par value | 719 | — | 719 | |||||||||
Additional paid-in-capital | 5,016,413 | 561,544 | 5,577,957 | |||||||||
Accumulated deficit | (17,251 | ) | (561,706 | ) | (578,957 | ) | ||||||
Total shareholders’ equity | 5,000,003 | — | 5,000,003 | |||||||||
Total liabilities and shareholders’ equity | $ | 252,351,898 | $ | — | $ | 252,351,898 | ||||||
-7-
The closing sales price of the public warrants reported on the New York Stock Exchange was $1.32 per warrant as of June 30, 2021.
-8-
sheet.
Three Months Ended March 31, 2021 | ||||
Redeemable Class A Ordinary Shares | ||||
Interest earned on cash and marketable securities held in Trust Account | $ | 253 | ||
Net income allocable to redeemable Class A ordinary shares | $ | 212 | ||
Basic and diluted weighted average redeemable Class A shares outstanding | 22,369,083 | |||
Basic and diluted net income per share | $ | 0.00 | ||
Non-redeemable Class A and Class B Ordinary Shares | ||||
Net loss | $ | (848,200 | ) | |
Less: Income attributable to ordinary shares subject to possible redemption | (212 | ) | ||
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Adjusted net loss | $ | (848,988 | ) | |
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Weighted average shares outstanding, basic and diluted | 6,598,160 | |||
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Basic and diluted net loss per ordinary share | $ | (0.13 | ) | |
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Three Months Ended June 30, 2021 | For the period from January 27, 2021 (inception) through June 30, 2021 | |||||||
Redeemable Class A Ordinary Shares | ||||||||
Interest earned on cash and marketable securities held in Trust Account | $ | 4,058 | $ | 4,311 | ||||
Net income allocable to redeemable Class A ordinary shares | $ | 3,628 | $ | 3,854 | ||||
Basic and diluted weighted average redeemable Class A shares outstanding | 23,670,175 | 23,577,240 | ||||||
Basic and diluted net income per share | $ | 0.00 | $ | 0.00 | ||||
Non-redeemable Class A and Class B Ordinary Shares | ||||||||
Net income | $ | 2,040,931 | $ | 1,192,731 | ||||
Less: Income attributable to ordinary shares subject to possible redemption | (3,628 | ) | (3,854 | ) | ||||
Adjusted net income | $ | 2,037,303 | $ | 1,188,877 | ||||
Weighted average shares outstanding, basic and diluted | 9,704,825 | 8,482,870 | ||||||
Basic and diluted net income per ordinary share | $ | 0.21 | $ | 0.14 | ||||
Level 1 — | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | |
Level 2 — | Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. | |
Level 3 — | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Management
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-11-
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 Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any founder shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, plus interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares
-12-
The initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination; or (B) subsequent to the initial 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 Sponsor of $12,580, at June 30, 2021.
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March 31, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
U.S. Money Market held in Trust Account | $ | 267,000,253 | $ | 267,000,253 | $ | — | $ | — | ||||||||
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Liabilities: | ||||||||||||||||
Public Warrants Liability | $ | 10,005,825 | $ | — | $ | — | $ | 10,005,825 | ||||||||
Private Placement Warrants Liability | 7,457,439 | — | — | 7,457,439 | ||||||||||||
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$ | 17,463,264 | $ | — | $ | — | $ | 17,463,264 | |||||||||
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June 30, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
U.S. Money Market held in Trust Account | $ | 267,004,311 | $ | 267,004,311 | $ | 0 | $ | 0 | ||||||||
Liabilities: | ||||||||||||||||
Public Warrants Liability | $ | 8,811,000 | $ | 8,811,000 | $ | 0 | $ | 0 | ||||||||
Private Placement Warrants Liability | 6,474,133 | 0 | 0 | 6,474,133 | ||||||||||||
$ | 15,285,133 | $ | 8,811,000 | $ | 0 | $ | 6,474,133 | |||||||||
Income.
During the period ended June 30, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification due to use of the observed trading price of the separated Public Warrants.
Fair Value at January 1, 2021 | $ | — | ||
Initial fair value of public and private warrants issued at IPO | 16,228,167 | |||
Initial fair value of public and private warrants issued at over-allotment option exercise | 982,514 | |||
Change in fair value of public and private warrants | 252,583 | |||
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Fair Value at March 31, 2021 | $ | 17,463,264 | ||
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Fair Value at January 1, 2021 | $ | — | ||
Initial fair value of public and private warrants issued at IPO | 16,228,167 | |||
Initial fair value of public and private warrants issued at over-allotment option exercise | 982,514 | |||
Change in fair value of public and private warrants | (1,925,548 | ) | ||
Transfer of public warrants to Level 1 | (8,811,000 | ) | ||
Fair Value at June 30, 2021 | $ | 6,474,133 | ||
Inputs | (Initial Measurement) March 25, 2021 | March 31, 2021 | ||||||
Risk-free interest rate | 1.08 | % | 1.18 | % | ||||
Expected term remaining (years) | 6.08 | 6.06 | ||||||
Expected volatility | 24.4 | % | 24.4 | % | ||||
Share price | $ | 9.632 | $ | 9.636 |
Inputs | (Initial Measurement) March 25, 2021 | June 30, 2021 | ||||||
Risk-free interest rate | 1.08 | % | 1.01 | % | ||||
Expected term remaining (years) | 6.08 | 5.82 | ||||||
Expected volatility | 24.4 | % | 31.1 | % | ||||
Share price | $ | 9.632 | $ | 9.700 |
On May 6, 2021, the Sponsor forfeited 512,500 founder shares for no consideration as a result
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
-16-
-17-
Obligations
lease obligations.
estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates.
-18-
LossIncome Per Ordinary Share
Management
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
March 31,June 30, 2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due solely to the material weakness we have identified in our internal control over financial reporting described below, our disclosure controls and procedures (as defined in
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ITEM 1. | LEGAL PROCEEDINGS. |
ITEM 1A. | RISK FACTORS. |
Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
ASC 815 provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings (loss) in the statement of operations.
We have identified a material weakness in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
Following the SEC Statement, and after consultation with our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate our previously issued audited balance sheet as of February 4, 2021 to account for our warrants as liabilities measured at fair value, rather than equity securities. As a result of these events, we have identified a material weakness in our internal control over financial reporting. See Part I, Item 4 “Controls and Procedures” of this Quarterly Report.
Effective internal controls are necessary for usrequired to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. If we identify any new material weakness in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and the price of our securities may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
On March 25, 2021, we consummated our Initial Public Offering of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share and one-fourth of one redeemable warrant to purchase one Class A ordinary share. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $250,000,000. We granted Citigroup Global Markets Inc., the underwriter in the Initial Public Offering (the “Underwriter”), a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any. On March 26, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,700,000 units (the “Over-Allotment Units”), which purchase settled on March 30, 2021, generating gross proceeds of $17,000,000. Simultaneously with the closing of the exercise of the over-allotment option, the Company completed the private sale (the “Private Placement”) of an aggregate of 226,666 warrants (the “Private Placement Warrants”) to our sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $340,000, which was used to pay the underwriting discount of 2% of the over-allotment gross proceeds.
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The securities sold in our Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-252913). The SEC declared the registration statement effective on March 22, 2021.
The Private Placement Warrants were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Private Placement Warrants are the same as the warrants underlying the Units sold in the Initial Public Offering, except that Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.
Of the gross proceeds received from the Initial Public Offering and the Private Placement Warrants, $267,000,000 was placed in the Trust Account.
Transaction costs of the Initial Public Offering (including the partial exercise of the underwriter’s over-allotment option) amounted to $15,188,496 consisting of $5,340,000 of underwriting discount, $9,345,000 of deferred underwriting discount, and $503,496 of other offering costs.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
ITEM 4. | MINE SAFETY DISCLOSURES. |
ITEM 5. | OTHER INFORMATION. |
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ITEM 6. | EXHIBITS. |
* | Filed herewith. |
** | Furnished. |
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ROCKET INTERNET GROWTH OPPORTUNITIES CORP. | ||||||
Date: | /s/ Soheil Mirpour | |||||
Name: | Soheil Mirpour | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) |
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