☒ | 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 |
________ to ________
Cayman Islands | 001-39501 | 98-1554335 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
123 E San Carlos Street, Suite 12 San Jose, California | 95112 | |||
(Address Of Principal Executive Offices) | (Zip Code) |
which registered
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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Item 1. | Financial Statements (Unaudited) | 1 | ||||
Condensed Balance Sheets as of | 1 | |||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | ||||
Item 3. | 23 | |||||
Item 4. | 23 | |||||
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Item 1. | Legal Proceedings | 24 | ||||
Item 1A. | 24 | |||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities | 24 | ||||
Item 3. | 24 | |||||
Item 4. | 24 | |||||
Item 5. | 24 | |||||
Item 6. | 24 |
Item 1. | Financial Statements (Unaudited) |
March 31, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 1,551,346 | $ | 1,600,255 | ||||
Prepaid expenses | 261,250 | 334,348 | ||||||
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Total current assets | 1,812,596 | 1,934,603 | ||||||
Investments held in Trust Account | 324,188,394 | 324,170,661 | ||||||
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Total Assets | $ | 326,000,990 | $ | 326,105,264 | ||||
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Liabilities and Shareholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 486,786 | $ | 117,253 | ||||
Accrued expenses | 163,837 | 133,837 | ||||||
Due to related party | 419,487 | 419,487 | ||||||
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Total current liabilities | 1,070,110 | 670,577 | ||||||
Derivative warrant liabilities | 13,606,830 | 25,624,874 | ||||||
Deferred underwriting commissions | 11,342,945 | 11,342,945 | ||||||
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Total liabilities | 26,019,885 | 37,638,396 | ||||||
Commitments and Contingencies (Note 6) | ||||||||
Class A ordinary shares; 29,498,110 and 28,346,686 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 294,981,100 | 283,466,860 | ||||||
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; 2,910,304 and 4,061,728 shares issued and outstanding (excluding 29,498,110 and 28,346,686 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively | 291 | 406 | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,102,103 shares issued and outstanding as of March 31, 2021 and December 31, 2020 | 810 | 810 | ||||||
Additional paid-in capital | — | 11,462,902 | ||||||
Retained earnings (accumulated deficit) | 4,998,904 | (6,464,110 | ) | |||||
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Total shareholders’ equity | 5,000,005 | 5,000,008 | ||||||
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Total Liabilities and Shareholders’ Equity | $ | 326,000,990 | $ | 326,105,264 | ||||
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June 30, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 706,932 | $ | 1,600,255 | ||||
Prepaid expenses | 194,374 | 334,348 | ||||||
Total current assets | 901,306 | 1,934,603 | ||||||
Investments held in Trust Account | 324,200,159 | 324,170,661 | ||||||
Total Assets | $ | 325,101,465 | $ | 326,105,264 | ||||
Liabilities and Shareholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 230,888 | $ | 117,253 | ||||
Accrued expenses | 130,350 | 133,837 | ||||||
Due to related party | — | 419,487 | ||||||
Total current liabilities | 361,238 | 670,577 | ||||||
Derivative warrant liabilities | 16,523,926 | 25,624,874 | ||||||
Deferred underwriting commissions | 11,342,945 | 11,342,945 | ||||||
Total Liabilities | 28,228,109 | 37,638,396 | ||||||
Commitments and Contingencies | 0 | |||||||
Class A ordinary shares; 29,187,335 and 28,346,686 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 291,873,350 | 283,466,860 | ||||||
Shareholders’ Equity: | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0ne issued and outstanding | 0— | 0— | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,221,079 and 4,061,728 shares issued and outstanding (excluding 29,187,335 and 28,346,686 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively | 322 | 406 | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,102,103 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 810 | 810 | ||||||
Additional paid-in capital | 3,056,496 | 11,462,902 | ||||||
Retained earnings (accumulated deficit) | 1,942,378 | (6,464,110 | ) | |||||
Total Shareholders’ Equity | 5,000,006 | 5,000,008 | ||||||
Total Liabilities and Shareholders’ Equity | $ | 325,101,465 | $ | 326,105,264 | ||||
General and administrative expenses | $ | 491,586 | ||
Administrative expenses - related party | 30,000 | |||
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Loss from operations | (521,586 | ) | ||
Other income | ||||
Change in fair value of derivative warrant liabilities | 12,018,044 | |||
Interest income | 46 | |||
Income from investments held in Trust Account | 17,733 | |||
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Net income | $ | 11,514,237 | ||
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Weighted average Class A ordinary shares outstanding, basic and diluted | 32,408,414 | |||
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Basic and diluted net loss per Class A ordinary share | $ | 0.00 | ||
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Weighted average Class B ordinary shares outstanding, basic and diluted | 8,102,103 | |||
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Basic and diluted net loss per Class B ordinary share | $ | 1.42 | ||
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For the Three Months Ended June 30, 2021 | For the Six Months Ended June 30, 2021 | |||||||
General and administrative expenses | $ | 172,449 | $ | 664,035 | ||||
Administrative expenses - related party | 30,000 | 60,000 | ||||||
Loss from operations | (202,449 | ) | (724,035 | ) | ||||
Other income (expense) | ||||||||
Change in fair value of derivative warrant liabilities | (2,917,095 | ) | 9,100,948 | |||||
Interest income | 30 | 77 | ||||||
Income from investments held in Trust Account | 11,765 | 29,498 | ||||||
Net income (loss) | $ | (3,107,749 | ) | $ | 8,406,488 | |||
Weighted average Class A ordinary shares outstanding, basic and diluted | 32,408,414 | 32,408,414 | ||||||
Basic and diluted net income per Class A ordinary share | $ | 0.00 | $ | 0.00 | ||||
Weighted average Class B ordinary shares outstanding, basic and diluted | 8,102,103 | 8,102,103 | ||||||
Basic and diluted net income (loss) per Class B ordinary share | $ | (0.39 | ) | $ | 1.03 | |||
Ordinary Shares | Additional | Retained Earnings | Total | |||||||||||||||||||||||||
Class A | Class B | Paid-in | (Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit) | Equity | ||||||||||||||||||||||
Balance - December 31, 2020 | 4,061,728 | $ | 406 | 8,102,103 | $ | 810 | $ | 11,462,902 | $ | (6,464,110 | ) | $ | 5,000,008 | |||||||||||||||
Reclassification of additional paid-in capital against retained earnings | — | — | — | — | 51,223 | (51,223 | ) | — | ||||||||||||||||||||
Shares subject to possible redemption | (1,151,424 | ) | (115 | ) | — | — | (11,514,125 | ) | — | (11,514,240 | ) | |||||||||||||||||
Net income | — | — | — | — | — | 11,514,237 | 11,514,237 | |||||||||||||||||||||
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Balance - March 31, 2021 | 2,910,304 | $ | 291 | 8,102,103 | $ | 810 | $ | — | $ | 4,998,904 | $ | 5,000,005 | ||||||||||||||||
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Ordinary Shares | Additional | Retained Earnings | Total | |||||||||||||||||||||||||
Class A | Class B | Paid-in | (Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit) | Equity | ||||||||||||||||||||||
Balance - December 31, 2020 | 4,061,728 | $ | 406 | 8,102,103 | $ | 810 | $ | 11,462,902 | $ | (6,464,110 | ) | $ | 5,000,008 | |||||||||||||||
Shares subject to possible redemption | (1,151,424 | ) | (115 | ) | 0 | 0 | (11,462,902 | ) | (51,223 | ) | (11,514,240 | ) | ||||||||||||||||
Net income | — | 0 | — | 0 | 0 | 11,514,237 | 11,514,237 | |||||||||||||||||||||
Balance - March 31, 2021 | 2,910,304 | $ | 291 | 8,102,103 | $ | 810 | 0 | $ | 4,998,904 | $ | 5,000,005 | |||||||||||||||||
Shares subject to possible redemption | 310,775 | 31 | 0 | 0 | 3,056,496 | 51,223 | 3,107,750 | |||||||||||||||||||||
Net loss | — | 0 | — | 0 | 0 | (3,107,749 | ) | (3,107,749 | ) | |||||||||||||||||||
Balance - June 30, 2021 | 3,221,079 | $ | 322 | 8,102,103 | $ | 810 | $ | 3,056,496 | $ | 1,942,378 | $ | 5,000,006 | ||||||||||||||||
Cash Flows from Operating Activities: | ||||
Net income | $ | 11,514,237 | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of derivative warrant liabilities | (12,018,044 | ) | ||
Income from investments held in Trust Account | (17,733 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 73,098 | |||
Accounts payable | 369,533 | |||
Accrued expenses | 30,000 | |||
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Net cash used in operating activities | (48,909 | ) | ||
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Net decrease in cash | (48,909 | ) | ||
Cash - beginning of the period | 1,600,255 | |||
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Cash - end of the period | $ | 1,551,346 | ||
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Supplemental disclosure of noncash investing and financing activities: | ||||
Change in value of Class A ordinary shares subject to possible redemption | $ | 11,514,240 |
Cash Flows from Operating Activities: | ||||
Net income | $ | 8,406,488 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Change in fair value of derivative warrant liabilities | (9,100,948 | ) | ||
Income from investments held in Trust Account | (29,498 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 139,974 | |||
Accounts payable | 112,465 | |||
Accrued expenses | (3,487 | ) | ||
Net cash used in operating activities | (475,006 | ) | ||
Cash Flows Used in Financing Activities: | ||||
Repayment of advances from related party | (418,317 | ) | ||
Net cash used in financing activities | (418,317 | ) | ||
Net decrease in cash | (893,323 | ) | ||
Cash - beginning of the period | 1,600,255 | |||
Cash - end of the period | $ | 706,932 | ||
Supplemental disclosure of noncash investing and financing activities: | ||||
Change in value of Class A ordinary shares subject to possible redemption | $ | 8,406,490 |
Loans.
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
information.
markets.
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The 10,802,804warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,721,122 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to
exercised.
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
For the Three Months | For the Six Months | |||||||
Ended June 30, 2021 | Ended June 30, 2021 | |||||||
Class A ordinary shares | ||||||||
Numerator: Income allocable to Class A ordinary shares | ||||||||
Gain on investments held in Trust Account | $ | 11,765 | $ | 29,498 | ||||
Less: Company’s portion available to be withdrawn to pay taxes | 0 | 0 | ||||||
Net income attributable to Class A ordinary shares | $ | 11,765 | $ | 29,498 | ||||
Denominator: Weighted average Class A ordinary shares | ||||||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares | 32,408,414 | 32,408,414 | ||||||
Basic and diluted net income per share, Class A ordinary shares | $ | 0.00 | $ | 0.00 | ||||
Class B ordinary shares | ||||||||
Numerator: Net income (loss) minus net income allocable to Class A ordinary shares | ||||||||
Net income (loss) | $ | (3,107,749 | ) | $ | 8,406,488 | |||
Net income allocable to Class A ordinary shares | (11,765 | ) | (29,498 | ) | ||||
Net income (loss) attributable | $ | (3,119,514 | ) | $ | 8,376,990 | |||
Denominator: weighted average Class B ordinary shares | ||||||||
Basic and diluted weighted average shares outstanding, Class B ordinary shares | 8,102,103 | 8,102,103 | ||||||
Basic and diluted net income per share, Class B ordinary shares | $ | (0.39 | ) | $ | 1.03 | |||
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
party and refunded to the Sponsor in April 2021.
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Units.
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As of March 31, 2021 | ||||||||||||
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account—U.S. Treasury Securities | $ | 324,188,394 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities—Public warrants | $ | 8,858,299 | $ | — | $ | — | ||||||
Derivative warrant liabilities—Private placement warrants | $ | — | $ | — | $ | 4,748,531 |
As of December 31, 2020 | ||||||||||||
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account - U.S. Treasury Securities(1) | $ | 324,167,758 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities - Public warrants | $ | 16,528,290 | $ | — | $ | — | ||||||
Derivative warrant liabilities - Private placement warrants | $ | — | $ | — | $ | 9,096,584 |
As of June 30, 2021 | ||||||||||||
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account—U.S. Treasury Securities | $ | 324,200,159 | $ | 0 | $ | 0 | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities—Public warrants | $ | 10,802,804 | $ | 0 | $ | 0 | ||||||
Derivative warrant liabilities—Private placement warrants | $ | 0 | $ | 0 | $ | 5,721,122 |
As of December 31, 2020 | ||||||||||||
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account—U.S. Treasury Securities(1) | $ | 324,167,758 | $ | 0 | $ | 0 | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities—Public warrants | $ | 16,528,290 | $ | 0 | $ | 0 | ||||||
Derivative warrant liabilities—Private placement warrants | $ | 0 | $ | 0 | $ | 9,096,584 |
(1) | Excludes $2,903 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value |
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2021 | December 31, 2020 | |||||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Stock price | $ | 9.73 | $ | 10.10 | ||||
Volatility | 13.9 | % | 21.8 | % | ||||
Term | 6.00 | 6.25 | ||||||
Risk-free rate | 1.16 | % | 0.54 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % | ||||
Probability of business combination | 88 | % | 88 | % |
June 30, 2021 | December 31, 2020 | |||||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Stock price | $ | 9.75 | $ | 10.10 | ||||
Volatility | 15.2 | % | 21.8 | % | ||||
Term | 5.75 | 6.25 | ||||||
Risk-free rate | 0.99 | % | 0.54 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % |
Level 3 derivative warrant liabilities at January 1, 2021 | $ | 9,096,584 | ||
Change in fair value of derivative warrant liabilities | (4,348,053 | ) | ||
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Level 3 derivative warrant liabilities at March 31, 2021 | $ | 4,748,531 | ||
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Level 3 derivative warrant liabilities at January 1, 2021 | $ | 9,096,584 | ||
Change in fair value of derivative warrant liabilities | (4,348,053 | ) | ||
Level 3 derivative warrant liabilities at March 31, 2021 | $ | 4,748,531 | ||
Change in fair value of derivative warrant liabilities | 972,591 | |||
Level 3 derivative warrant liabilities at June 30, 2021 | $ | 5,721,122 | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Act.Act of 1934 (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SECU.S. Securities and Exchange Commission (the “SEC”) filings.Initial Public Offeringinitial public offering was declared effective on September 9, 2020.2020 (the “Initial Public Offering”). On September 14, 2020, we consummated the Initial Public Offering of 30,000,000 units (the(each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.1 million, inclusive of approximately $10.5 million in deferred underwriting commissions (Note 6). The underwriters were granted a
meeting certain conditions under Rule
Loans.
exercised.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 4. | Controls and Procedures |
March 31,June 30, 2021, as such term is defined in Rules 13a15(e) andMarch 31,June 30, 2021, covered by this Quarterly Report on Form
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 3. | Defaults upon Senior Securities |
Item 4. |
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Item 5. | Other Information. |
Item 6. | Exhibits. |
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
Dated: | PRIME IMPACT ACQUISITION I | |||||
By: | /s/ Michael Cordano | |||||
Name: | Michael Cordano | |||||
Title: | Co-Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
By: | /s/ Mark Long | |||||
Name: | Mark Long | |||||
Title: | Co-Chief Executive Officer and Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |