☒ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
September 30, 2022
☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 |
038988
S-T (Section Large Accelerated filer ☐ Accelerated filer ☐ ☒ Smaller reporting company ☒ Emerging growth company ☒ May 28, 2021, November 1
CATCHA INVESTMENT CORP
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2021SEPTEMBER 30, 2022
Assets Cash and cash equivalents Deferred Offering Costs Prepaid expenses Total current assets Investment held in Trust Account Total Assets Liabilities and Shareholders’ Equity Accrued expenses Due to Related Party Promissory Note - Related Party Total current liabilities Warrant liability Deferred Underwriting fees Total liabilities Commitments (Note 8) Class A ordinary shares subject to possible redemption, 26,415,788 shares and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively Shareholders’ Equity: Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,584,212 shares and no shares issued and outstanding, (excluding 26,415,788 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,500,000 and 7,906,250 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively Additional paid-in capital Accumulated deficit Total Shareholders’ equity Total Liabilities and Shareholders’ Equity March 31, 2021 December 31, 2020 (unaudited) $ 1,294,784 $ — — 86,354 228,642 — 1,523,426 86,354 300,010,185 — $ 301,533,611 $ 86,354 $ 87,633 $ 62,098 15,667 — — 5,000 103,300 67,098 21,772,425 — 10,500,000 — 32,375,725 67,098 264,157,880 — — — 358 — 750 791 6,464,241 24,209 (1,465,343 ) (5,744 ) 5,000,006 19,256 $ 301,533,611 $ 86,354 The (Unaudited) $ 76,004 $ 995,064 117,591 41,955 193,595 1,037,019 301,683,976 300,084,603 $ 253,315 $ 474,254 95,625 6,000 348,940 480,254 715,557 8,910,582 10,500,000 10,500,000 301,683,976 300,084,603 — — — — 750 750 — — (11,371,652 ) (18,854,567 ) are an integral part ofto the unaudited condensed financial statements.
THREE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)
Operating and formation costs | $ | 67,947 | ||
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Loss from operations | (67,947 | ) | ||
Other income (loss): | ||||
Interest income | 10,185 | |||
Change in fair value of warrant liability | (606,791 | ) | ||
Transaction costs incurred in connection with IPO | (795,046 | ) | ||
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Total other loss, net | (1,391,652 | ) | ||
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Net loss | $ | (1,459,599 | ) | |
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Basic and diluted weighted average shares outstanding, Class A ordinary share, subject to possible redemption | 12,358,027 | |||
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Basic and diluted net loss per share | — | |||
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Basic and diluted weighted average shares outstanding, Class B ordinary shares | 8,808,639 | |||
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Basic and diluted net loss per share | $ | (0.17 | ) | |
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Three Months Ended September 30, | Nine months Ended September 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Formation and operating costs | $ | 172,904 | $ | 119,129 | $ | 712,110 | $ | 358,119 | ||||||||
Loss from operations | (172,904 | ) | (119,129 | ) | (712,110 | ) | (358,119 | ) | ||||||||
Other income (expense): | ||||||||||||||||
Interest income from Trust Account | 1,241,567 | 22,969 | 1,599,373 | 55,759 | ||||||||||||
Transaction costs incurred in connection with IPO | — | — | — | (795,046 | ) | |||||||||||
Change in fair value of warrant liability | 985,712 | 5,089,369 | 8,195,025 | 11,024,453 | ||||||||||||
Total other income, net | 2,227,279 | 5,112,338 | 9,794,398 | 10,285,166 | ||||||||||||
Net income | $ | 2,054,375 | $ | 4,993,209 | $ | 9,082,288 | $ | 9,927,047 | ||||||||
Basic and diluted weighted average shares outstanding, redeemable ordinary shares, subject to possible redemption | 30,000,000 | 30,000,000 | 30,000,000 | 24,835,165 | ||||||||||||
Basic and diluted net income per share | $ | 0.05 | $ | 0.13 | $ | 0.24 | $ | 0.31 | ||||||||
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares | 7,500,000 | 7,500,000 | 7,500,000 | 7,303,114 | ||||||||||||
Basic and diluted net income per share | $ | 0.05 | $ | 0.13 | $ | 0.24 | $ | 0.31 | ||||||||
Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
Class A | Class B | Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance as of January 1, 2022 | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (18,854,567 | ) | $ | (18,853,817 | ) | ||||||||||||||
Net income | — | — | — | — | — | 4,715,750 | 4,715,750 | |||||||||||||||||||||
Accretion of interest income to Class A shares subject to redemption | — | — | — | — | — | (37,518 | ) | (37,518 | ) | |||||||||||||||||||
Balance as of March 31, 2022 | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (14,176,335 | ) | $ | (14,175,585 | ) | ||||||||||||||
Net income | — | — | — | — | — | 2,312,163 | 2,312,163 | |||||||||||||||||||||
Accretion of interest income to Class A shares subject to redemption | — | — | — | — | — | (320,288 | ) | (320,288 | ) | |||||||||||||||||||
Balance as of June 30, 2022 | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (12,184,460 | ) | $ | (12,183,710 | ) | ||||||||||||||
Net income | — | — | — | — | — | 2,054,375 | 2,054,375 | |||||||||||||||||||||
Accretion of interest income to Class A shares subject to redemption | — | — | — | — | — | (1,241,567 | ) | (1,241,567 | ) | |||||||||||||||||||
Balance as of September 30, 2022 | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (11,371,652 | ) | $ | (11,370,902 | ) | ||||||||||||||
(DEFICIT)
(UNAUDITED)
Class A Ordinary Shares | Class B Ordinary Shares | Additional | Total | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Paid-in Capital | Accumulated Deficit | Shareholders’ Equity | ||||||||||||||||||||||
Balance- December 31, 2020 | $ | 7,906,250 | $ | 791 | $ | 24,209 | $ | (5,744 | ) | $ | 19,256 | |||||||||||||||||
Sale of 30,000,000 Units on February 17, 2021 through public offering, net of offering costs and warrant liability | 30,000,000 | 3,000 | 269,970,509 | 269,973,509 | ||||||||||||||||||||||||
Sale of 5,333,333 Private Placement Warrants on February 17, 2021, net of warrant liability | 624,720 | 624,720 | ||||||||||||||||||||||||||
Net loss | (1,459,599 | ) | (1,459,599 | ) | ||||||||||||||||||||||||
Forfeiture of over-allotment option of Class B ordinary shares | — | — | (406,250 | ) | (41 | ) | 41 | — | — | |||||||||||||||||||
Reclassification of ordinary shares subject to redemption | (26,415,788 | ) | (2,642 | ) | (264,155,238 | ) | (264,157,880 | ) | ||||||||||||||||||||
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Balance as of March 31, 2021 | 3,584,212 | $ | 358 | 7,500,000 | $ | 750 | $ | 6,464,241 | $ | (1,465,343 | ) | $ | 5,000,006 | |||||||||||||||
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The
Ordinary Shares | Additional | Total Shareholders’ | ||||||||||||||||||||||||||
Class A | Class B | Paid-In | Accumulated | Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
Balance as of January 1, 2021 | — | $ | — | 7,906,250 | $ | 791 | $ | 24,209 | $ | (5,744 | ) | $ | 19,256 | |||||||||||||||
Sale of 5,333,333 Private Placement Warrants on February 17, 2021, net of warrant liability | — | — | — | — | 624,720 | 624,720 | ||||||||||||||||||||||
Forfeiture of over-allotment option of Class B ordinary shares | — | — | (406,250 | ) | (41 | ) | 41 | — | — | |||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption value | — | — | — | — | (648,970 | ) | (29,377,521 | ) | (30,026,491 | ) | ||||||||||||||||||
Accretion of interest income to Class A shares subject to redemption | — | — | — | — | — | (10,185 | ) | (10,185 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (1,459,599 | ) | (1,459,599 | ) | |||||||||||||||||||
Balance as of March 31, 2021 | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (30,853,049 | ) | $ | (30,852,299 | ) | ||||||||||||||
Accretion of interest income to Class A shares subject to redemption | — | — | — | — | — | (22,605 | ) | (22,605 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 6,393,437 | 6,393,437 | |||||||||||||||||||||
Balance as of June 30, 2021 | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (24,482,217 | ) | $ | (24,481,467 | ) | ||||||||||||||
Accretion of interest income to Class A shares subject to redemption | — | — | — | — | — | (22,969 | ) | (22,969 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 4,993,209 | 4,993,209 | |||||||||||||||||||||
Balance as of September 30, 2021 | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (19,511,977 | ) | $ | (19,511,227 | ) | ||||||||||||||
THE THREE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)
Cash flows from operating activities: | ||||
Net loss | $ | (1,459,599 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on cash and marketable securities held in Trust Account | (10,185 | ) | ||
Transaction costs incurred in connection with IPO | 795,046 | |||
Change in fair value of warrant liability | 606,791 | |||
Changes in current assets and liabilities: | ||||
Prepaid expenses | (228,642 | ) | ||
Accrued expenses | 25,535 | |||
Due to related party | 15,667 | |||
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Net cash used in operating activities | (255,387 | ) | ||
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Cash Flows from Investing Activities: | ||||
Purchase of investment held in Trust Account | (300,000,000 | ) | ||
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Net cash used in investing activities | (300,000,000 | ) | ||
Cash flows from financing activities: | ||||
Proceeds from initial public offering, net of underwriting | 294,000,000 | |||
Proceeds from private placement | 8,000,000 | |||
Payment of promissory note | (131,259 | ) | ||
Payment of offering costs | (318,570) | |||
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Net cash provided by financing activities | 301,550,171 | |||
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Net change in cash | 1,294,784 | |||
Cash, beginning of the period | — | |||
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Cash, end of the period | $ | 1,294,784 | ||
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Supplemental disclosure of cash flow information: | ||||
Deferred underwriting fees | $ | 10,500,000 | ||
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Initial value of Class A ordinary shares subject to possible redemption | $ | 264,814,870 | ||
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Change in value of Class A ordinary shares subject to possible redemption | $ | (656,990 | ) | |
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Initial classification of warrant liability | $ | 21,165,634 | ||
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Deferred offering costs paid under promissory note | $ | 126,259 | ||
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Offering costs included in accrued offering costs | $ | 87,633 | ||
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The
For the Nine months Ended September 30, 2022 | For the Nine months Ended September 30, 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 9,082,288 | $ | 9,927,047 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Interest income from Trust Account | (1,599,373 | ) | (55,759 | ) | ||||
Change in fair value of warrant liability | (8,195,025 | ) | (11,024,453 | ) | ||||
Transaction costs incurred in connection with IPO | — | 795,046 | ||||||
Changes in current assets and current liabilities: | ||||||||
Prepaid expenses | (75,636 | ) | (104,008 | ) | ||||
Accounts payable and accrued expenses | (220,939 | ) | (48,488 | ) | ||||
Due to related party | 89,625 | 5,667 | ||||||
Net cash used in operating activities | (919,060 | ) | (504,948 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Purchase of investments held in Trust Account | — | (300,000,000 | ) | |||||
Net cash used in investing activities | — | (300,000,000 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from initial public offering, net of costs | — | 294,000,000 | ||||||
Proceeds from private placement | — | 8,000,000 | ||||||
Payment of promissory note | — | (131,259 | ) | |||||
Payments of offering costs | — | (318,570 | ) | |||||
Net cash provided by financing activities | — | 301,550,171 | ||||||
Net Change in Cash | (919,060 | ) | 1,045,223 | |||||
Cash - Beginning | 995,064 | — | ||||||
Cash, end of the period | $ | 76,004 | $ | 1,045,223 | ||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
Deferred underwriting commissions charged to additional paid-in capital | $ | — | $ | 10,500,000 | ||||
Initial value of Class A ordinary shares subject to possible redemption | $ | — | $ | 300,000,000 | ||||
Accretion of interest income to Class A shares subject to possible redemption | $ | 1,599,373 | $ | 55,579 | ||||
Initial classification of warrant liability | $ | — | $ | 21,165,634 | ||||
Deferred offering costs paid under promissory note | $ | — | $ | 126,259 | ||||
(Unaudited)
4.
As
other income (loss).
Liquidity and Capital Resources
Based on the foregoing, management believes
Company be unable to continue as a going concern.
On January 30, 2020,
On April 12, 2021, the Staff of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in the warrant agreement, dated as of February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 10,000,000 Public Warrants and (ii) the 5,333,333 Private Warrants (See Note 4 and Note 5). The Company previously accounted for both Warrants as components of equity.
In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities and measured at fair value at inception (on the date of the IPO) and at each reporting date with changes in fair value recognized in the Statement of Operations in the period of change.
After consultation with the Company’s management and the audit committee of the Company’s Board of Directors , the Company concluded that it is appropriate to restate the Company’s previously issued financial statement as of February 17, 2021, as previously reported in its Form 8-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein.
The following tables summarize the effect of the Restatement on each balance sheet line item as of the dates, indicated:
As Previously Reported | Adjustment | As Restated | ||||||||||
Balance Sheet at February 17, 2021 | ||||||||||||
Warrant Liability | $ | — | $ | 21,165,634 | $ | 21,165,634 | ||||||
Class A ordinary share subject to possible redemption | 285,980,510 | (21,165,640) | 264,814,870 | |||||||||
Class A ordinary shares | 140 | 212 | 352 | |||||||||
Additional paid-in capital | 5,018,900 | 794,841 | 5,813,741 | |||||||||
Accumulated deficit | $ | (19,827) | $ | (795,046) | $ | (814,873 | ) |
Note 3—Significant
Basis of Presentation
The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the Company’s Annual Report on Formperiod from December 17, 2020 (inception) throughyear ended December 31, 20202021 as filed with the SEC on February 24,March 31, 2022, which the accompanying condensed balance sheet as of December 31, 2021 and April 15, 2021, respectively.was derived from. The interim results for the three and nine months ended March 31, 2021September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 20212022 or for any future interim periods.
Investment2021, respectively.
Investment Held in Trust Account
As of March 31, 2021, investment in the Company’s Trust Account consisted of $255 in cash and $300,009,930 in U.S. Treasury Securities. All of the U.S. Treasury Securities will mature on July 22, 2021. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding gain and fair value of held to maturity securities on March 31, 2021 are as follows:
Amortized Cost and Carrying Value | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value as of March 31, 2021 | |||||||||||||
U.S. Money Market | $ | 255 | $ | — | $ | — | $ | 255 | ||||||||
U.S. Treasury Securities | 300,009,930 | 9,402 | — | 300,019,332 | ||||||||||||
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$ | 300,010,185 | $ | 9,402 | $ | — | $ | 300,019,587 | |||||||||
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There were no declines deemed to be other than temporary as
Amortized Cost and Carrying Value | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value as of December 31, 2021 | |||||||||||||
Held-to-Maturity - U.S. Treasury Securities | $ | 300,084,137 | $ | — | $ | (51,208 | ) | $ | 300,032,929 | |||||||
$ | 300,084,603 | $ | — | $ | (51,208 | ) | $ | 300,033,395 | ||||||||
Associated with IPO
At
sheets.
Gross proceeds from initial public offering | $ | 300,000,000 | ||
Less: Proceeds allocated to Public Warrants | (13,790,354 | ) | ||
Less: Class A ordinary shares issuance costs | (16,236,137 | ) | ||
Less: Initial fair value of over-allotment option | (325,679 | ) | ||
Add: Remeasurement of Class A ordinary shares to redemption value | 30,352,170 | |||
Add: Accretion of interest income to Class A shares subject to redemption | 84,603 | |||
Class A ordinary shares subject to possible redemption as of December 31, 2021 | 300,084,603 | |||
Add: Accretion of interest income to Class A shares subject to redemption | 1,599,373 | |||
Class A ordinary shares subject to possible redemption as of September 30, 2022 | $ | 301,683,976 | ||
Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period.
two classes of shares. The 15,333,333 potential common shares for outstanding warrants to purchase the Company’s condensed statement of operations includestock were excluded from diluted earnings per share for the three and nine months ended September 30, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a presentation of lossresult, diluted net income per Class A ordinarycommon share is the same as basic net income per common share for the periods. In addition, the shares subject to possible redemptionforfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse.
For the three months ended September 30, 2022 | For the three months ended September 30, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income | $ | 1,643,500 | $ | 410,875 | $ | 3,994,567 | $ | 998,642 | ||||||||
Denominator: | ||||||||||||||||
Weighted-average shares outstanding | 30,000,000 | 7,500,000 | 30,000,000 | 7,500,000 | ||||||||||||
Basic and diluted net income per share | $ | 0.05 | $ | 0.05 | $ | 0.13 | $ | 0.13 |
Three Months Ended March 31, 2021 | ||||
Redeemable Class A Ordinary Share | ||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Share | ||||
Interest Income | $ | 8,968 | ||
Less: Interest available to be withdrawn for payment of taxes | $ | — | ||
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Net Earnings | $ | 8,968 | ||
Denominator: Weighted Average Redeemable Class A Ordinary Share | ||||
Redeemable Class A Ordinary Share, Basic and Diluted | 12,358,027 | |||
Earnings/Basic and Diluted Redeemable Class A Ordinary Share | $ | — | ||
Non-Redeemable Class B Ordinary Share | ||||
Numerator: Net Income minus Redeemable Net Earnings | ||||
Net Loss | $ | (1,459,599 | ) | |
Redeemable Net Earnings | $ | (8,968 | ) | |
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Non-Redeemable Net Loss | $ | (1,468,567 | ) | |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Share | ||||
Non-Redeemable Class B Ordinary Share, Basic and Diluted | 8,808,639 | |||
Basic and Diluted Net Loss per Non-Redeemable Ordinary Share | $ | (0.17 | ) |
For the nine months ended September 30, 2022 | For the nine months ended September 30, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income | $ | 7,265,830 | $ | 1,816,458 | $ | 7,671,221 | $ | 2,255,826 | ||||||||
Denominator: | ||||||||||||||||
Weighted-average shares outstanding | 30,000,000 | 7,500,000 | 24,835,165 | 7,303,114 | ||||||||||||
Basic and diluted net income per share | $ | 0.24 | $ | 0.24 | $ | 0.31 | $ | 0.31 |
Management
liquidation.
The Company believedbelieves that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a815 – 815—40, and thus the warrants are not eligible for an exception from derivative accounting.
described below.
used to pay offering costs. The note was terminated at February 22, 2021.
September 30, 2022 | 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 - Trading Securities | $ | 301,683,976 | $ | 301,683,976 | $ | — | $ | — | ||||||||
$ | 301,683,976 | $ | 301,683,976 | $ | — | $ | — | |||||||||
Liabilities | ||||||||||||||||
Warrant Liability - Public Warrants | $ | 464,000 | $ | 464,000 | $ | — | $ | — | ||||||||
Warrant Liability - Private Warrants | 251,557 | — | 251,557 | — | ||||||||||||
$ | 715,557 | $ | 464,000 | $ | 251,557 | $ | — | |||||||||
December 31, 2021 | 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 - Held-to-Maturity Securities | $ | 300,033,395 | $ | 300,033,395 | $ | — | $ | — | ||||||||
$ | 300,033,395 | $ | 300,033,395 | $ | — | $ | — | |||||||||
Liabilities | ||||||||||||||||
Warrant Liability - Public Warrants | $ | 5,799,000 | $ | 5,799,000 | $ | — | $ | — | ||||||||
Warrant Liability - Private Warrants | 3,111,582 | — | 3,111,582 | — | ||||||||||||
$ | 8,910,582 | $ | 5,799,000 | $ | 3,111,582 | $ | — | |||||||||
March 31, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
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Liabilities | ||||||||||||||||
Warrant Liability—Public Warrants | $ | 14,166,089 | $ | — | $ | — | $ | 14,166,089 | ||||||||
Warrant Liability—Private Warrants | 7,606,336 | — | — | 7,606,336 | ||||||||||||
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$ | 21,772,425 | $ | — | $ | — | $ | 21,772,425 | |||||||||
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Input | February 17, 2021 | March 31, 2021 | ||||||
Risk-free interest rate | 0.76 | % | 1.14 | % | ||||
Expected term (years) | 6.03 | 5.92 | ||||||
Expected volatility | 24.1 | % | 24.4 | % | ||||
Stock price | $ | 9.54 | $ | 9.48 | ||||
Exercise price | $ | 11.5 | $ | 11.5 | ||||
Dividend yield | 0.00 | % | 0.00 | % |
Input | September 30 2022 | December 31, 2021 | ||||||
Public Warrant Price | 0.046 | 0.58 | ||||||
Risk-free interest rate | 4.04 | % | 1.32 | % | ||||
Expected term (years) | 5.38 | 5.63 | ||||||
Expected volatility | 2.3 | % | 10.5 | % | ||||
Stock price | $ | 9.90 | $ | 9.77 | ||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Likelihood of Completing a Business Combination | 6.9 | % | 95 | % |
Warrant Liability | ||||
Fair value as of January 1, 2021 | $ | — | ||
Initial fair value of warrant liability upon issuance at IPO | 21,165,634 | |||
Change in fair value | 606,791 | |||
|
| |||
Fair value as of March 31, 2021 | $ | 21,772,425 | ||
|
|
liabilities classified as Level 3:
Warrant Liability | ||||
Fair value at December 31, 2020 | $ | — | ||
Initial fair value of public and private warrant liabilities | 21,165,634 | |||
Change in fair value of public and private warrants | (5,935,084 | ) | ||
Public warrants transferred to level 1 on April 5, 2021 | (9,800,000 | ) | ||
Change in fair value of private warrants | (2,318,968 | ) | ||
Private warrants transferred to level 2 as of December 31, 2021 | (3,111,582 | ) | ||
Fair Value at December 31, 2021 | $ | — | ||
The deferred underwriting fee is included as a liability on the condensed balance sheets as of September 30, 2022 and December 31, 2021.
Class B ordinary shares—
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Catcha Investment Corp. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Catcha Holdings LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus10-K report for its Initial Public Offeringthe year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”). on March 31, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated on December 17, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private placement warrants, our shares, debt or a combination of cash, equity and debt.
We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combinationbusiness combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to March 31, 2021September 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and after the Initial Public Offering, identifying a target company for a Business Combination.business combination. We do not expect to generate any operating revenues until after the completion of our Business Combination.business combination. We may generate non-operating income in the form of interest income on marketable securitiesinvestments held in the Trust Account.Account and on changes in fair value of the warrants. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.business combination.
For the three months ended March 31,September 30, 2022, we had a net income of $2,054,375, which consisted of an unrealized gain on change in fair value of the warrant liability of $985,712, interest income on investments held in the Trust Account of $1,241,567, offset partially by operating expenses of $172,904.
For the nine months ended September 30, 2022, we had a net income of $9,082,288, which consisted of an unrealized gain on change in fair value of the warrant liability of $8,195,025, interest income on investments held in the Trust Account of $1,599,373, offset partially by operating expenses of $712,110.
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For the three months ended September 30, 2021, we had a net lossincome of $1,459,599,$4,993,209, which consisted of an unrealized gain on change in fair value of the warrant liability of $5,089,369, interest income on investments held in the Trust Account of $22,969, offset partially by formation and operating expenses of $67,947,$119,129.
For the nine months ended September 30, 2021, we had a net income of $9,927,047, which consisted of an unrealized gain on change in fair value of the warrant liability of $11,024,453, interest income on investments held in the Trust Account of $55,759, offset partially by formation and operating expenses of $358,119, and transaction costs in connection with IPO of $795,046 and an unrealized loss on change on fair value of the warrant liability of $606,791, offset by interest income on Treasury securities held in the Trust Account of $10,185.$795,046.
Liquidity and Capital Resources
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares by our Sponsor and advances from our Sponsor.Going Concern
On February 17, 2021, we consummated the Initial Public Offering of 30,000,000 Units, which included the partial exercise by the underwriters of the over-allotment option to purchase an additional 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 5,333,333 Private Placement Warrants to our Sponsorsponsor at a price of $1.50 per warrant, generating gross proceeds of $8,000,000.
Following the Initial Public Offering, the partial exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $300,000,000 was placed in the Trust Account. We incurred $17,031,183 in transaction costs, including $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $531,183 of other offering costs in connection with the Initial Public Offering and the sale of the Private Placement Warrants.
For the threenine months ended March 31,September 30, 2022, net cash used in operating activities was $919,060. The net income of $9,082,288 was impacted by unrealized gain on change in fair value of the warrant liability of $8,195,025, interest income on investments held in the Trust Account of $1,599,373 and by changes in operating assets and liabilities, which used $206,950 of cash in operating activities.
For the nine months ended September 30, 2021, net cash used in operating activities was $255,387.$504,948. The net lossincome of $1,459,599$9,927,047 was impacted by noncash charges related to the transaction costs in connection with the IPO of $795,046, unrealized lossgain on fair value changes of the warrant liability of 606,791 and offset by$11,024,453, interest earned on cash and marketable securities held in Trust Account of 10,185,$55,759 and offset by transaction costs in connection with the IPO of $795,046, and changes in operating assets and liabilities used $187,440$146,829 of cash from operating activities.
At March 31, 2021,September 30, 2022, we had investmentinvestments held in the Trust Account of $ 300,010,185.$301,683,976. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable (if applicable) and deferred underwriting commissions) to complete our Business Combination.business combination. To the extent that our shares or debt is used, in whole or in part, as consideration to complete our Business Combination,business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the post-Business Combinationpost-business combination entity, make other acquisitions and pursue our growth strategies.
At March 31, 2021,As of September 30, 2022, we had $76,004 in cash of $1,294,784 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, properties or similar locationsworking capital deficit of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
$155,345. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination,business combination, our Sponsorsponsor, or an affiliate of our Sponsorsponsor, or certain of our officers and directors may, but are not obligated to, loanprovide us fundswith working capital loans.
We anticipate that the $76,004 outside of the Trust Account as mayof September 30, 2022, will not be required. If we complete a Business Combination, we would repay such loaned amounts. Insufficient to allow us to operate for at least the eventnext 12 months, assuming that a Business Combination doesis not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.50 per warrant at the option of the lender.
We do not believeconsummated during that time. Moreover, we will need to raise additional capital through loans from our sponsor, officers, directors, or third parties. None of our sponsor, officers or directors are under any obligation to advance funds to, or to invest in, order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating and consummating a Business Combination are less than the actual amount necessary to do so, we may have insufficient fundsus. We cannot provide any assurance that new financing will be available to operateus on commercially acceptable terms, if at all. These conditions raise substantial doubt about our business priorability to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeemcontinue as a significant numbergoing concern for a period of our public shares upon consummationtime within one year after the filing of our Business Combination, in which case we may issue additional securities or incur debt inthis Quarterly Report on Form 10-Q.
In connection with such Business Combination. Subjectour assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, ”Disclosures of Uncertainties about an Entity’s Ability to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. IfContinue as a Going Concern,” management has determined that if we are unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension of the deadline or complete oura Business Combination because we do not have sufficient funds available to us,by February 17, 2023, then we will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be forcedunable to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.continue as a going concern.
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Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2021.September 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as described below.
We have an agreement to pay the sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. We began incurring these fees on February 12, 2021 and will continue to incur these fees monthly until the earlier of the completion of the business combination or our liquidation. We incurred $16,000 in expenses in connection with such services for the period from February 12, 2021 (“Listing Date”) to March 31, 2021, and $30,000 for the three months ended September 30, 2022, as reflected in the accompanying condensed statements of operations. As of September 30, 2022 and December 31, 2021, the amount due to related party in connection with such expenses was $95,625 and $6,000, respectively.
We have an agreement to pay the underwriters a deferred fee of $10,500,000 in the aggregate, which will become payable to them from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,business combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies and Estimates
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary share is classified as stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Warrant liability
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
The Company accounts for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each reporting period. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. As of March 31, 2021, there were 15,333,333 warrants outstanding.
Net Loss Per Share
Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at March 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,333,333 Class A ordinary shares in the aggregate.
This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with U.S. GAAP. We describe our significant accounting policies in Note 3 - Significant2-Significant Accounting Policies, of the Notes to Condensed Financial Statements included in this report. The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenuesincome and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
RecentThere have been no changes to the Critical Accounting PronouncementsPolices during the quarter ended September 30, 2022, when compared to those reported in the 2021 Form 10-K.
Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are a smaller reporting companySmaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
ITEM 4. | CONTROLS AND PROCEDURES |
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
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Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2021.procedures. Based upon their evaluation, and in light of the material weakness in internal controls described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of March 31, 2021.
OurSeptember 30, 2022, due to the material weakness in our internal control over financial reporting didrelated to accounting for complex financial instruments. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited condensed financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the condensed financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
We do not result inexpect 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 proper accounting classification of certainobjectives of the warrantsdisclosure 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 issuedhave 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 February 2021 which, due toachieving its impact on our financial statements, we determined to be a material weakness. This mistake in classification was brought to our attention only when the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) dated April 12, 2021 (the “SEC Statement”). The SEC Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those we issued at the time of our initial public offering in February 2021.stated goals under all potential future conditions.
Changes in Internal Control Overover Financial Reporting
During the most recently completed fiscal quarter, there has beenThere was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2022, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Our Chief Executive Officer and President performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for the Warrants. The Company’s managementCompany has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of ourmade changes in its internal control over financial reporting. While we havereporting to enhance our processes to properly identify and appropriately apply applicable accounting requirements to better evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure thatunderstand the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.standards that apply to our condensed financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The Company can offer no assurance that these changes will ultimately have the intended effects.
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PART II - OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS. |
None.
ITEM 1A. | RISK FACTORS. |
Factors that could cause our actual resultsAs the Company qualifies as a Smaller Reporting Company under Item 10(f) of Regulation S-K ,risk factors are not required to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for our Initial Public Offering filed with the SEC on February 17, 2021. Any of these factors could resultbe included in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date ofquarterly report and such are omitted from this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering filed with the SEC on February 17, 2021. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Our warrants are accounted for as liabilities and the changes in value of our warrants could have an adverse effect on the market price of our Class A common shares or make it more difficult for us to consummate an initial business combination.
On April 12, 2021, the SEC Staff issued the SEC Statement. In the SEC Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. In light of the SEC Statement, the Company’s management reevaluated the terms of the warrants issued in connection with our IPO and determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in earnings each reporting period. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A common shares and/or our financial results. In addition, potential targets may seek a SPAC that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.
We have identified a material weakness in our internal control over financial reporting as of March 31, 2021. 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 this issuance of the SEC Statement, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, we identified a material weakness in our internal controls over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
If we identify any new material weaknesses 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 our stock price 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.filing.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
On February 17, 2021, we consummated our Initial Public Offering of 30,000,000 Units, inclusive of 2,500,000 Units sold to the underwriters exercising their over-allotment option in full. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $300,000,000. Each Unit consisted of one Class A ordinary share of the Company, par value $0.0001 per share, and one-third of one redeemable warrant of the Company. J.P. Morgan Securities LLC acted as book-running manager of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-252389). The SEC declared the registration statement effective on February 11, 2021.
Simultaneously with the consummation of the Initial Public Offering, we consummated a private placement of 5,333,333 Private Placement Warrants to our Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds of $8,000,000. Such securities 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, $300,000,000 was placed in the Trust Account.
We paid a total of $6,000,000 underwriting discounts and commissions and $531,183 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $10,500,000 in underwriting discounts and commissions.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.None.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None.
ITEM 4. | MINE SAFETY DISCLOSURES. |
Not applicable.
ITEM 5. | OTHER INFORMATION. |
None.
ITEM 6. | EXHIBITS. |
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.Form10-Q.
32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
101.INS* | Inline XBRL Instance | ||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB* | Inline XBRL Taxonomy Extension | ||
101.PRE* | Inline XBRL | ||
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Filed herewith. |
** | Furnished herewith. |
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Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CATCHA INVESTMENT CORP | ||||||
Date: | /s/ Patrick Grove | |||||
Name: | Patrick Grove | |||||
Title: | Chairman and Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: | /s/ Luke Elliot | |||||
Name: | Luke Elliot | |||||
Title: | Director and President | |||||
(Principal Financial and Accounting Officer) |
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