☒ | 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 |
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Cayman Islands | 98-1554335 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
123 E San Carlos Street, Suite 12 San Jose, California | 95112 | |
(Address Of Principal Executive Offices) | (Zip Code) |
☐(650)
which registered ☐☒ (§Large accelerated filer ☐ Accelerated filer ☐ ☒ Smaller reporting company ☒ Emerging growth company ☒ March 31, 2021, 6,604,702 25,803,712shares,share, par value $0.0001 per share, and one third of a warrant to acquire one Class A ordinary share14,322,33716,523,926 warrants, were issued and outstanding, respectively.
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Item 5. | ||||||
Item 6. |
Item 1. | Condensed Financial Statements |
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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September 30, 2021 | December 31, 2020 | |||||||
(unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 703,951 | $ | 1,600,255 | ||||
Prepaid expenses | 147,500 | 334,347 | ||||||
Total current assets | 851,451 | 1,934,602 | ||||||
Investments held in Trust Account | 324,204,331 | 324,170,661 | ||||||
Total Assets | $ | 325,055,782 | $ | 326,105,263 | ||||
Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 313,394 | $ | 117,253 | ||||
Accrued expenses | 130,308 | 133,837 | ||||||
Due to related party | — | 419,487 | ||||||
Total current liabilities | 443,702 | 670,577 | ||||||
Derivative warrant liabilities | 11,566,748 | 25,624,874 | ||||||
Deferred underwriting commissions | 11,342,945 | 11,342,945 | ||||||
Total Liabilities | 23,353,395 | 37,638,396 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,408,414 shares issued and outstanding at $10.00 pershare redemption value as of | 324,084,140 | 324,084,140 | ||||||
Shareholders’ Deficit: | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0ne issued or outstanding | 0— | 0— | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0ne issued or outstanding | 0 | 0 | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,102,103 shares issued and outstanding | 810 | 810 | ||||||
as of September 30, 2021 and December 31, 2020 | ||||||||
Additional paid-in capital | 0 | 0 | ||||||
Accumulated deficit | (22,382,563 | ) | (35,618,083 | ) | ||||
Total Shareholders’ Deficit | (22,381,753 | ) | (35,617,273 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit | $ | 325,055,782 | $ | 326,105,263 | ||||
FOR THE THREE MONTHS ENDED MARCH 31, 2021
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 September 30, 2021 | For the Nine Months Ended September 30, 2021 | For the Period from July 21, 2020 (inception) through September 30, 2020 | ||||||||||
General and administrative expenses | $ | 102,337 | $ | 766,372 | $ | 50,264 | ||||||
Administrative expenses - related party | 30,000 | 90,000 | 10,000 | |||||||||
Loss from operations | (132,337 | ) | (856,372 | ) | (60,264 | ) | ||||||
Other income (expense) | ||||||||||||
Change in fair value of derivative warrant liabilities | 4,957,178 | 14,058,126 | — | |||||||||
Interest income | 19 | 96 | 12 | |||||||||
Income from investments held in Trust Account | 4,172 | 33,670 | (1,202 | ) | ||||||||
Net income (loss) | $ | 4,829,032 | $ | 13,235,520 | $ | (61,454 | ) | |||||
Weighted average Class A ordinary shares outstanding, basic and diluted | 32,408,414 | 32,408,414 | 7,083,333 | |||||||||
Basic and diluted net income (loss) per Class A ordinary share | $ | 0.12 | $ | 0.33 | $ | (0.00 | ) | |||||
Weighted average Class B ordinary shares outstanding, basic and diluted | 8,102,103 | 8,102,103 | 7,291,667 | |||||||||
Basic and diluted net income (loss) per Class B ordinary share | $ | 0.12 | $ | 0.33 | $ | (0.00 | ) | |||||
FOR THE THREE MONTHS ENDED MARCH 31,DEFICIT
Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance - July 21, 2020 (inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | 0 | 0 | 8,625,000 | 863 | 24,137 | 0 | 25,000 | |||||||||||||||||||||
Excess cash received over the fair value of the private warrants | — | 0 | — | 0 | 1,458,000 | 0 | 1,458,000 | |||||||||||||||||||||
Accretion of Class A ordinary shares to redemption amount | — | 0 | — | 0 | (1,482,137 | ) | (26,916,650 | ) | (28,398,787 | ) | ||||||||||||||||||
Net loss | — | 0 | — | 0 | 0 | (61,454 | ) | (61,454 | ) | |||||||||||||||||||
Balance - September 30, 2020 (unaudited) | 0 | $ | 0 | 8,625,000 | $ | 863 | $ | 0 | $ | (26,978,104 | ) | $ | (26,977,241 | ) | ||||||||||||||
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) | Deficit | ||||||||||||||||||||||
Balance - December 31, 2020 | 0 | $ | 0 | 8,102,103 | $ | 810 | $ | 0 | $ | (35,618,083 | ) | $ | (35,617,273 | ) | ||||||||||||||
Net income | — | 0 | — | 0 | 0 | 11,514,237 | 11,514,237 | |||||||||||||||||||||
Balance - March 31, 2021 (unaudited) (Restated, see Note 2) | 0 | $ | 0 | 8,102,103 | $ | 810 | $ | 0 | $ | (24,103,846 | ) | $ | (24,103,036 | ) | ||||||||||||||
Net loss | — | 0 | — | 0 | 0 | (3,107,749 | ) | (3,107,749 | ) | |||||||||||||||||||
Balance - June 30, 2021 (unaudited) (Restated, see Note 2) | 0 | $ | 0 | 8,102,103 | $ | 810 | $ | 0 | $ | (27,211,595 | ) | $ | (27,210,785 | ) | ||||||||||||||
Net income | — | 0 | — | 0 | 0 | 4,829,032 | 4,829,032 | |||||||||||||||||||||
Balance - September 30, 2021 (unaudited) | 0 | $ | 0 | 8,102,103 | $ | 810 | $ | 0 | $ | (22,382,563 | ) | $ | (22,381,753 | ) | ||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2021
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 |
For the Nine Months Ended September 30, 2021 | For the Period From July 21, 2020 (inception) through September 30, 2020 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 13,235,520 | $ | (61,454 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | — | 25,000 | ||||||
General and administrative expenses paid by Sponsor under note payable | — | 100 | ||||||
Change in fair value of derivative warrant liabilities | (14,058,126 | ) | — | |||||
Net income (loss) from investments held in Trust Account | (33,670 | ) | 1,202 | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 186,847 | (410,350 | ) | |||||
Accounts payable | 194,971 | 416,324 | ||||||
Accrued expenses | (3,529 | ) | 2,300 | |||||
Net cash used in operating activities | (477,987 | ) | (26,878 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Cash deposited in Trust Account | — | (300,000,000 | ) | |||||
Net cash used in investing activities | — | (300,000,000 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Advance - related party | — | 900,000 | ||||||
Repayment of advances from related party | (418,317 | ) | — | |||||
Repayment of note payable to Sponsor | — | (98,301 | ) | |||||
Proceeds received from initial public offering, gross | — | 300,000,000 | ||||||
Proceeds received from private placement | — | 8,100,000 | ||||||
Offering costs paid | — | (6,311,353 | ) | |||||
Net cash (used in) provided by financing activities | (418,317 | ) | 302,590,346 | |||||
Net change in cash | (896,304 | ) | 2,563,468 | |||||
Cash - beginning of the period | 1,600,255 | — | ||||||
Cash - end of the period | $ | 703,951 | $ | 2,563,468 | ||||
Supplemental disclosure of noncash investing and financing activities: | ||||||||
Offering costs included in accounts payable | $ | — | $ | 110,533 | ||||
Offering costs included in accrued expenses | $ | — | $ | 75,000 | ||||
Offering costs included in note payable | $ | — | $ | 98,201 | ||||
Deferred underwriting commissions | $ | — | $ | 10,500,000 |
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
In connection with the redemption of 100% of the
Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses).Going Concern
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
(as Restated)
As of March 31, 2021 (unaudited) | As Previously Reported | Adjustment | As Restated | |||||||||
Total assets | $ | 326,000,990 | 0 — | $ | 326,000,990 | |||||||
Total liabilities | $ | 26,019,885 | 0 — | $ | 26,019,885 | |||||||
Class A ordinary shares subject to redemption | $ | 294,981,100 | $ | 29,103,040 | $ | 324,084,140 | ||||||
Preference shares | 0 — | 0 — | 0 — | |||||||||
Class A ordinary shares | 291 | (291 | ) | 0 — | ||||||||
Class B ordinary shares | 810 | 0 — | 810 | |||||||||
Additional paid-in capital | 0 — | 0 — | 0 — | |||||||||
Retained earnings (accumulated deficit) | 4,998,904 | (29,102,749 | ) | (24,103,845 | ) | |||||||
Total shareholders’ equity (deficit) | $ | 5,000,005 | $ | (29,103,040 | ) | $ | (24,103,035 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) | $ | 326,000,990 | $ | 0 — | $ | 326,000,990 |
Form 10-Q: Three Months Ended March 31, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Supplemental Disclosure of Noncash Financing Activities: | ||||||||||||
Change in value of Class A ordinary shares subject to possible redemption | $ | 11,514,240 | $ | (11,514,240 | ) | $ | 0 — |
As of June 30, 2021 (unaudited) | As Previously Reported | Adjustment | As Restated | |||||||||
Total assets | $ | 325,101,465 | 0 — | $ | 325,101,465 | |||||||
Total liabilities | $ | 28,228,109 | 0 — | $ | 28,228,109 | |||||||
Class A ordinary shares subject to redemption | $ | 291,873,350 | $ | 32,210,790 | $ | 324,084,140 | ||||||
Preference shares | 0 — | 0 — | 0 — | |||||||||
Class A ordinary shares | 322 | (322 | ) | 0 — | ||||||||
Class B ordinary shares | 810 | 0 — | 810 | |||||||||
Additional paid-in capital | 3,056,496 | (3,056,496 | ) | 0 — | ||||||||
Retained earnings (accumulated deficit) | 1,942,378 | (29,153,972 | ) | (27,211,594 | ) | |||||||
Total shareholders’ equity (deficit) | $ | 5,000,006 | $ | (32,210,790 | ) | $ | (27,210,784 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) | $ | 325,101,465 | $ | 0 — | $ | 325,101,465 |
Form 10-Q: Six Months Ended June 30, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Supplemental Disclosure of Noncash Financing Activities: | ||||||||||||
Change in value of Class A ordinary shares subject to possible redemption | $ | 8,406,490 | $ | (8,406,490) | $ | 0 — |
Earnings (Loss) Per Share | ||||||||||||
As Previously Reported | Adjustment | As Adjusted | ||||||||||
Form 10-Q (March 31, 2021) - three months ended March 31, 2021 | ||||||||||||
Net income | $ | 11,514,237 | $ | 0— | $ | 11,514,237 | ||||||
Weighted average shares outstanding - Class A ordinary shares | 32,408,414 | 0— | 32,408,414 | |||||||||
Basic and diluted earnings per share - Class A ordinary shares | $ | 0.00 | $ | 0.28 | $ | 0.28 | ||||||
Weighted average shares outstanding - Class B ordinary shares | 8,102,103 | 0— | 8,102,103 | |||||||||
Basic and diluted earnings per share - Class B ordinary shares | $ | 1.42 | $ | (1.14) | $ | 0.28 | ||||||
Form 10-Q (June 30, 2021) - three months ended June 30, 2021 | ||||||||||||
Net loss | $ | (3,107,749) | $ | 0— | $ | (3,107,749) | ||||||
Weighted average shares outstanding - Class A ordinary shares | 32,408,414 | 0— | 32,408,414 | |||||||||
Basic and diluted earnings (loss) per share - Class A ordinary shares | $ | 0.00 | $ | (0.08) | $ | (0.08) | ||||||
Weighted average shares outstanding - Class B ordinary shares | 8,102,103 | 0— | 8,102,103 | |||||||||
Basic and diluted loss per share - Class B ordinary shares | $ | (0.39) | $ | 0.31 | $ | (0.08) | ||||||
Form 10-Q (June 30, 2021) - six months ended June 30, 2021 | ||||||||||||
Net income | $ | 8,406,488 | $ | 0— | $ | 8,406,488 | ||||||
Weighted average shares outstanding - Class A ordinary shares | 32,408,414 | 0— | 32,408,414 | |||||||||
Basic and diluted earnings per share - Class A ordinary shares | $ | 0.00 | $ | 0.21 | $ | 0.21 | ||||||
Weighted average shares outstanding - Class B ordinary shares | 8,102,103 | 0— | 8,102,103 | |||||||||
Basic and diluted earnings per share - Class B ordinary shares | $ | 1.03 | $ | (0.82 | ) | $ | 0.21 |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value.
information.
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
sheets.
The Company’s statement of operations includes As a presentation ofresult, diluted net income (loss) per share is the same as basic net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basicthree and dilutednine months ended September 30, 2021 and for the period from July 21, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable
Class A ordinary shares is calculated by dividingexcluded from earnings per share as the gain on marketable securities, dividends,redemption value approximates fair value.
PRIME IMPACT ACQUISITION I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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 income (loss) per ordinary share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income (loss) | $ | 3,863,226 | $ | 965,806 | $ | 10,588,416 | $ | 2,647,104 | ||||||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding | 32,408,414 | 8,102,103 | 32,408,414 | 8,102,103 | ||||||||||||
Basic and diluted net income (loss) per ordinary share | $ | 0.12 | $ | 0.12 | $ | 0.33 | $ | 0.33 | ||||||||
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
The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31,September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.
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
The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the
Gross proceeds | $ | 324,084,140 | ||
Less: | ||||
Amount allocated to Public Warrants | (12,955,337 | ) | ||
Class A ordinary shares issuance costs | (17,680,825 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 30,636,162 | |||
Class A ordinary shares subject to possible redemption | $ | 324,084,140 | ||
(see Note 8).
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 September 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 | $ | 324,204,331 | $ | 0 | $ | 0 | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities-Public warrants | $ | 7,561,963 | $ | 0 | $ | 0 | ||||||
Derivative warrant liabilities-Private placement warrants | $ | 0 | $ | 0 | $ | 4,004,785 |
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 (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) |
Comprised of $ 324,167,758 of investments in U.S. Treasury securities and $2,903 of investments in an open-ended money market |
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 | % |
September 30, 2021 | December 31, 2020 | |||||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Stock price | $ | 9.82 | $ | 10.10 | ||||
Volatility | 11.8 | % | 21.8 | % | ||||
Term | 5.50 | 6.25 | ||||||
Risk-free rate | 1.06 | % | 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 | ) | ||
|
| |||
Level 3 derivative warrant liabilities at March 31, 2021 | $ | 4,748,531 | ||
|
|
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 | ||
Change in fair value of derivative warrant liabilities | (1,716,337 | ) | ||
Level 3 derivative warrant liabilities at September 30, 2021 | $ | 4,004,785 | ||
meeting certain conditions under Rule
Going Concern
Based on the foregoing,Loans.
liquidate after September 14, 2022.
We generated
Trust Account.
Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional
Share
Our statement of operations includes As a presentation ofresult, diluted net income (loss) per share is the same as basic net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basicthree and dilutednine months ended September 30, 2021 and for the period from July 21, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A ordinary shares is calculated by dividing the gain on marketable securities, dividends, and interest held in the Trust Account, net of applicable taxes available to be withdrawnexcluded from the Trust Account, resulting in net income of approximately $18,000 for the three months ended March 31, 2021, by the weighted average number of Class A ordinary shares outstanding for the period. Net incomeearnings per share basic and diluted for Class B ordinary shares is calculated by dividingas the net income of approximately $8.1 million, by the weighted average number of Class B ordinary shares outstanding for the period.
redemption value approximates fair value.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 4. | Controls and Procedures |
Management understands that the accounting standards applicable to our financial statements are complex and has since the inception of the Company benefited from the support of experienced third-party professionals with whom management has regularly consulted with respect to accounting issues. Management intends to continue to further consult with such professionals in connection with accounting matters. and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31,September 30, 2021, as such term is defined in Rules 13a15(e) chiefprincipal executive officer and chiefprincipal financial officer havehas concluded that during the period covered by this report, our disclosure controls and procedures were not effective due solely to theas 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, described belowsuch that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our internal controls around the interpretation and accounting for certain equity and equity-linked instruments issued by the Company was not effectively designed or maintained. This material weakness resulted in “Changes in Internal Control Over Financial Reporting”. In lightthe restatement of the Company’s balance sheet as of September 14, 2020, its annual financial statements for the period ended December 31, 2020 and its interim financial statements for the quarters ended September 30, 2020, March 31, 2021 and June 30, 2021. Additionally, this material weakness wecould result in a misstatement of the carrying value of equity, equity-linked instruments and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis. As a result, our management performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles.in the United States of America. Accordingly, management believes that the financial statements included in this Quarterly Report onAmendment No. 1 to the Form10-Qresultsresult of operations and cash flows forof the periodperiods presented.by us in our reports filed or submitted under the Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principalchief executive officer and principalchief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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. |
|
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) |
25