☒ | 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 |
CORPORATIOCORPORATION
137 Newbury Street, 7th Floor Boston, Massachusetts | 02116 | |
(Address of principal executive offices) | (Zip Code) |
TM $28.75$11.50 per share
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
EXECUTIVE NETWORK PARTNERING CORPORATION
to “we,” “us,” the “Company” or “our company” are to Executive Network Partnering Corporation, unless the context otherwise indicates.
Page No. | |||||||||
Item 1. | 1 | ||||||||
1 | |||||||||
2 | |||||||||
3 | |||||||||
4 | |||||||||
5 | |||||||||
Item 2. | |||||||||
| 20 | ||||||||
Item | |||||||||
Item 4. | 24 | ||||||||
Item 1. | |||||||||
Item 1A. | |||||||||
Item 2. | |||||||||
Item 3. | |||||||||
Item 4. | |||||||||
Item 5. | |||||||||
Item 6. | |||||||||
27 |
March 31, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
Assets: | ||||||||
Current assets: | ||||||||
Cash | $ | 680,925 | $ | 888,097 | ||||
Prepaid expenses | 367,037 | 440,771 | ||||||
|
|
|
| |||||
Total current assets | 1,047,962 | 1,328,868 | ||||||
Investments held in Trust Account | 414,021,780 | 414,011,571 | ||||||
|
|
|
| |||||
Total Assets | $ | 415,069,742 | $ | 415,340,439 | ||||
|
|
|
| |||||
Liabilities and Stockholders’ Equity: | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 184,419 | $ | 80,044 | ||||
Accrued expenses | 121,500 | 107,000 | ||||||
Franchise tax payable | 90,244 | 104,159 | ||||||
|
|
|
| |||||
Total current liabilities | 396,163 | 291,203 | ||||||
Warrant liabilities | 8,932,580 | 10,929,780 | ||||||
|
|
|
| |||||
Total Liabilities | 9,328,743 | 11,220,983 | ||||||
Commitments and Contingencies | ||||||||
Class A common stock; $0.0001 par value; 40,074,099 and 39,911,945 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 400,740,990 | 399,119,450 | ||||||
Stockholders’ Equity: | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | ||||||
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 1,939,901 and 2,102,055 shares issued and outstanding (excluding 40,074,099 and 39,911,945 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively (1) | 194 | 210 | ||||||
Class B common stock, $0.0001 par value; 1,000,000 shares authorized; 300,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020 (1) | 30 | 30 | ||||||
Class F common stock, $0.0001 par value; 50,000,000 shares authorized; 828,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020 | 83 | 83 | ||||||
Additional paid-in capital | 1,069,909 | 2,691,433 | ||||||
Retained earnings | 3,929,793 | 2,308,250 | ||||||
|
|
|
| |||||
Total stockholders’ equity | 5,000,009 | 5,000,006 | ||||||
|
|
|
| |||||
Total Liabilities and Stockholders’ Equity | $ | 415,069,742 | $ | 415,340,439 | ||||
|
|
|
|
|
September 30, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
Assets: | ||||||||
Current assets: | ||||||||
Cash | $ | 188,593 | $ | 888,097 | ||||
Prepaid expenses | 290,354 | 440,771 | ||||||
Total current assets | 478,947 | 1,328,868 | ||||||
Investments held in Trust Account | 414,042,541 | 414,011,571 | ||||||
Total Assets | $ | 414,521,488 | $ | 415,340,439 | ||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 237,243 | $ | 80,044 | ||||
Accrued expenses | 12,319 | 107,000 | ||||||
Franchise tax payable | 190,518 | 104,159 | ||||||
Total current liabilities | 440,080 | 291,203 | ||||||
Convertible Note—related party | 180,000 | 0— | ||||||
Warrant liabilities | 8,507,835 | 10,929,780 | ||||||
Total Liabilities | 9,127,915 | 11,220,983 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A common stock subject to possible redemption; $0.0001 par value; 41,400,000 shares issued and outstanding at $10.00 per share redemption value as of September 30, 2021 and December 31, 2020 | 414,000,000 | 414,000,000 | ||||||
Stockholders’ Deficit: | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 | ||||||
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 614,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 61 | 61 | ||||||
Class B common stock, $0.0001 par value; 1,000,000 shares authorized; 300,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 30 | 30 | ||||||
Class F common stock, $0.0001 par value; 50,000,000 shares authorized; 828,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 83 | 83 | ||||||
Additional paid-in capital | 0 | 0 | ||||||
Accumulated deficit | (8,606,601 | ) | (9,880,718 | ) | ||||
Total stockholders’ deficit | (8,606,427 | ) | (9,880,544 | ) | ||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | $ | 414,521,488 | $ | 415,340,439 | ||||
For the Three Months Ended March 31, 2021 | ||||
Operating expenses | ||||
General and administrative expenses | $ | 276,551 | ||
Administrative fee—related party | 60,000 | |||
Franchise tax expense | 49,315 | |||
|
| |||
Total operating expenses | (385,866 | ) | ||
Change in fair value of warrant liabilities | 1,997,200 | |||
Interest income from investments held in Trust Account | 10,209 | |||
|
| |||
Net income | $ | 1,621,543 | ||
|
| |||
Weighted average shares outstanding of redeemable Class A common stock (1) | 41,400,000 | |||
|
| |||
Basic and diluted net income per share, redeemable Class A | $ | — | ||
|
| |||
Weighted average shares outstanding of nonredeemable Class A, Class B & Class F common stock (1) | $ | 2,984,000 | ||
|
| |||
Basic and diluted net income per share, nonredeemable Class A, Class B & Class F | $ | 0.54 | ||
|
|
|
For the Period from | ||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | June 22, 2020 (Inception) through September 30, 2020 | ||||||||||||||
September 30, 2021 | September 30, 2020 | September 30, 2021 | ||||||||||||||
Operating expenses | ||||||||||||||||
General and administrative expenses | $ | 308,210 | $ | 44,807 | $ | 849,209 | $ | 52,307 | ||||||||
Administrative fee—related party | 60,000 | 0 | 180,000 | 0 | ||||||||||||
Franchise tax expense | 50,411 | 49,863 | 149,589 | 54,296 | ||||||||||||
Loss from Operations | (418,621 | ) | (94,670 | ) | (1,178,798 | ) | (106,603 | ) | ||||||||
Change in fair value of warrant liabilities | 1,482,770 | 1,468,960 | 2,421,945 | 1,468,960 | ||||||||||||
Offering costs associated with public and private warrants | 0 | (182,130 | ) | 0 | (182,130 | ) | ||||||||||
Income from investments held in Trust Account | 10,437 | 1,134 | 30,970 | 1,134 | ||||||||||||
Net income | $ | 1,074,586 | $ | 1,193,294 | $ | 1,274,117 | $ | 1,181,361 | ||||||||
Weighted average shares outstanding of Class A common stock, basic and diluted | 42,014,000 | 5,936,761 | 42,014,000 | 5,407,743 | ||||||||||||
Basic and diluted net income per share, Class A common stock | $ | 0.02 | $ | 0.17 | $ | 0.03 | $ | 0.18 | ||||||||
Weighted average shares outstanding of Class B common stock, basic and diluted | 300,000 | 300,000 | 300,000 | 300,000 | ||||||||||||
Basic and diluted net income per share, Class B common stock | $ | 0.02 | $ | 0.17 | $ | 0.03 | $ | 0.18 | ||||||||
Weighted average shares outstanding of Class F common stock, basic and diluted | 828,000 | 735,261 | 828,000 | 733,901 | ||||||||||||
Basic and diluted net income per share, Class F common stock | $ | 0.02 | $ | 0.17 | $ | 0.03 | $ | 0.18 | ||||||||
Common Stock | Additional | Total | ||||||||||||||||||||||||||||||||||
Class A | Class B | Class F | Paid-In | Retained | Stockholders’ | |||||||||||||||||||||||||||||||
Shares (1) | Amount | Shares (1) | Amount | Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||||||||||||||
Balance—December 31, 2020 | 2,102,055 | $ | 210 | 300,000 | $ | 30 | 828,000 | $ | 83 | $ | 2,691,433 | $ | 2,308,250 | $ | 5,000,006 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Class A common stock subject to possible redemption | (162,154 | ) | (16 | ) | — | — | — | — | (1,621,524 | ) | — | (1,621,540 | ) | |||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 1,621,543 | 1,621,543 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Balance—March 31, 2021 (unaudited) | 1,939,901 | $ | 194 | 300,000 | $ | 30 | 828,000 | $ | 83 | $ | 1,069,909 | $ | 3,929,793 | $ | 5,000,009 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEFICIT
Common Stock | Total | |||||||||||||||||||||||||||||||||||
Class A | Class B | Class F | Additional Paid-In | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
Balance—December 31, 2020 | 614,000 | $ | 61 | 300,000 | $ | 30 | 828,000 | $ | 83 | $ | 0 | $ | (9,880,718 | ) | $ | (9,880,544 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | — | — | 1,621,543 | 1,621,543 | |||||||||||||||||||||||||||
Balance—March 31, 2021 (unaudited, as restated) | 614,000 | 61 | 300,000 | 30 | 828,000 | 83 | 0 | (8,259,175 | ) | (8,259,001 | ) | |||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (1,422,012 | ) | (1,422,012 | ) | |||||||||||||||||||||||||
Balance—June 30, 2021 (unaudited, as restated) | 614,000 | 61 | 300,000 | 30 | 828,000 | 83 | 0 | (9,681,187 | ) | (9,681,013 | ) | |||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 1,074,586 | 1,074,586 | |||||||||||||||||||||||||||
Balance—September 30, 2021 (unaudited) | 614,000 | $ | 61 | 300,000 | $ | 30 | 828,000 | $ | 83 | $ | 0 | $ | (8,606,601 | ) | $ | (8,606,427 | ) | |||||||||||||||||||
Common Stock | Total | |||||||||||||||||||||||||||||||||||
Class A | Class B | Class F | Additional Paid-In | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
Balance—June 22, 2020 (inception) | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||
Issuance of Class B common stock to Sponsor | — | — | 300,000 | 30 | — | — | 18,720 | — | 18,750 | |||||||||||||||||||||||||||
Issuance of Class F common stock to Sponsor | — | — | — | — | 828,000 | 83 | 6,167 | — | 6,250 | |||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (11,933 | ) | (11,933 | ) | |||||||||||||||||||||||||
Balance—June 30, 2020 (unaudited) | 0 | 0 | 300,000 | 30 | 828,000 | 83 | 24,887 | (11,933 | ) | 13,067 | ||||||||||||||||||||||||||
Excess cash received over the fair value of the private warrants | 614,000 | 61 | — | — | — | — | 5,932,709 | — | 5,932,770 | |||||||||||||||||||||||||||
Accretion on Class A common stock subject to possible redemption amount | — | — | — | — | — | — | (5,957,596 | ) | (12,188,968 | ) | (18,146,564 | ) | ||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 1,193,294 | 1,193,294 | |||||||||||||||||||||||||||
Balance—September 30, 2020 (unaudited) | 614,000 | $ | 61 | 300,000 | $ | 30 | 828,000 | $ | 83 | $ | 0 | $ | (11,007,607 | ) | $ | (11,007,433 | ) | |||||||||||||||||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
|
For the Period from | ||||||||
For the Nine Months Ended | June 22, 2020 (Inception) | |||||||
September 30, 2021 | through September 30, 2020 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 1,274,117 | $ | 1,181,361 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Change in fair value of warrant liabilities | (2,421,945 | ) | (1,468,960 | ) | ||||
General and administrative expenses paid by related party under note payable | — | 29,287 | ||||||
Offering costs associated with derivative warrant liabilities | — | 182,130 | ||||||
Interest income from investments held in Trust Account | (30,970 | ) | (1,134 | ) | ||||
Changes in assets and liabilities: | ||||||||
Prepaid expenses | 150,417 | (16,392 | ) | |||||
Accounts payable | 157,199 | 24,130 | ||||||
Accrued expenses | (94,681 | ) | 9,536 | |||||
Franchise tax payable | 86,359 | 54,297 | ||||||
Net cash used in operating activities | (879,504 | ) | (5,745 | ) | ||||
Cash Flows from Investing Activities | ||||||||
Cash deposited in Trust Account | — | (414,000,000 | ) | |||||
Net cash used in investing activities | — | (414,000,000 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds received from initial public offering, gross | — | 414,000,000 | ||||||
Proceeds received from private placement | — | 6,140,000 | ||||||
Proceeds from Convertible Note—related party | 180,000 | — | ||||||
Repayment of note payable to related party | — | (171,450 | ) | |||||
Offering costs paid | — | (4,516,431 | ) | |||||
Net cash provided by financing activities | 180,000 | 415,452,119 | ||||||
Net change in cash | (699,504 | ) | 1,446,374 | |||||
Cash—beginning of the period | 888,097 | 0 | ||||||
Cash—end of the period | $ | 188,593 | $ | 1,446,374 | ||||
Supplemental disclosure of noncash activities: | ||||||||
Offering costs paid in exchange for issuance of Class B common stock to Sponsor | $ | — | $ | 18,750 | ||||
Offering costs paid in exchange for issuance of Class F common stock to Sponsor | $ | — | $ | 6,250 | ||||
Offering costs included in accrued expenses | $ | — | $ | 85,000 | ||||
Offering costs included in accounts payable | $ | — | $ | 1,600 | ||||
Offering costs paid through note payable | $ | — | $ | 142,163 |
On March 24, 2021, the Company effected a 2.5:1 forward stock split for each share of Class A common stock and Class B common stock issued and outstanding. All shares of Class A and Class B common stock and associated share amounts presented in these financial statements have been retroactively restated to reflect the stock split.
EXECUTIVE NETWORK PARTNERING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Act. The Company’s certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the Partnering Transaction; (ii) the redemption of any of the common stock included in the CAPS (the “Public Shares”) to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s certificate of incorporation prior to a Partnering Transaction or (iii) the redemption of 100% of the Public Shares if the Company does not complete a Partnering Transaction within the Partnering Period (defined below).
Liquidity and Capital Resources
Act of 1933, as amended (the “Securities Act”).
Based onLoans, respectively.
continue as a going concern.
(Restated)
As of March 31, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Unaudited Condensed Balance Sheet | ||||||||||||
Total assets | $ | 415,069,742 | $ | 0 | $ | 415,069,742 | ||||||
Total liabilities | $ | 9,328,743 | $ | 0 | $ | 9,328,743 | ||||||
Class A common stock subject to possible redemption | 400,740,990 | 13,259,010 | 414,000,000 | |||||||||
Stockholders’ equity (deficit) | ||||||||||||
Preferred stock | 0 | 0 | 0 | |||||||||
Class A common stock | 194 | (133 | ) | 61 | ||||||||
Class B common stock | 30 | 0 | 30 | |||||||||
Class F common stock | 83 | 0 | 83 | |||||||||
Additional paid-in-capital | 1,069,909 | (1,069,909 | ) | 0 | ||||||||
Retained earnings (accumulated deficit) | 3,929,793 | (12,188,968 | ) | (8,259,175 | ) | |||||||
Total stockholders’ equity (deficit) | 5,000,009 | (13,259,010 | ) | (8,259,001 | ) | |||||||
Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) | $ | 415,069,742 | $ | 0 | $ | 415,069,742 | ||||||
For the Three Months Ended March 31, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Unaudited Condensed Statement of Operations | ||||||||||||
Net income | $ | 1,621,543 | $ | 0 | $ | 1,621,543 | ||||||
Weighted average shares outstanding of redeemable Class A common stock, basic and diluted | 41,400,000 | (41,400,000 | ) | 0 | ||||||||
Basic and diluted net income per share of redeemable Class A common stock | $ | 0 | $ | 0 | $ | 0 | ||||||
Weighted average shares outstanding of nonredeemable Class A, Class B and Class F common stock, basic and diluted | 2,984,000 | (2,984,000 | ) | 0 | ||||||||
Basic and diluted net income per share of nonredeemable Class A, Class B and Class F common stock | $ | 0.54 | $ | (0.54 | ) | $ | 0 | |||||
Weighted average shares outstanding of Class A common stock, basic and diluted | 0 | 42,014,000 | 42,014,000 | |||||||||
Basic and diluted net income per share of Class A common stock | $ | 0 | $ | 0.04 | $ | 0.04 | ||||||
Weighted average shares outstanding of Class B common stock, basic and diluted | 0 | 300,000 | 300,000 | |||||||||
Basic and diluted net income per share of Class B common stock | $ | 0 | $ | 0.04 | $ | 0.04 | ||||||
Weighted average shares outstanding of Class F common stock, basic and diluted | 0 | 828,000 | 828,000 | |||||||||
Basic and diluted net income per share of Class F common stock | $ | 0 | $ | 0.04 | $ | 0.04 | ||||||
For the Three Months Ended March 31, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: | ||||||||||||
Change in fair value of Class A common stock subject to possible redemption | $ | 1,621,540 | $ | (1,621,540 | ) | $ | 0 | |||||
The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021, statement of operations for the three and six months ended June 30, 2021 and statement of cash flows for the six months ended June 30, 2021: | ||||||||||||
As of June 30, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Unaudited Condensed Balance Sheet | ||||||||||||
Total assets | $ | 414,728,873 | 0 | $ | 414,728,873 | |||||||
Total liabilities | $ | 10,409,886 | 0 | $ | 10,409,886 | |||||||
Class A common stock subject to possible redemption | 399,318,980 | 14,681,020 | 414,000,000 | |||||||||
Stockholders’ equity (deficit) | ||||||||||||
Preferred stock | 0 | 0 | 0 | |||||||||
Class A common stock | 208 | (147 | ) | 61 | ||||||||
Class B common stock | 30 | 0 | 30 | |||||||||
Class F common stock | 83 | 0 | 83 | |||||||||
Additional paid-in-capital | 2,491,905 | (2,491,905 | ) | 0 | ||||||||
Accumulated deficit | 2,507,781 | (12,188,968 | ) | (9,681,187 | ) | |||||||
Total stockholders’ equity (deficit) | 5,000,007 | (14,681,020 | ) | (9,681,013 | ) | |||||||
Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) | $ | 414,728,873 | $ | 0 | $ | 414,728,873 | ||||||
For the Three Months Ended June 30, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Unaudited Condensed Statement of Operations | ||||||||||||
Net loss | $ | (1,422,012 | ) | $ | 0 | $ | (1,422,012 | ) | ||||
Weighted average shares outstanding of redeemable Class A common stock, basic and diluted | 41,400,000 | (41,400,000 | ) | 0 | ||||||||
Basic and diluted net income per share of redeemable Class A common stock | $ | 0 | $ | 0 | $ | 0 | ||||||
Weighted average shares outstanding of nonredeemable Class A, Class B and Class F common stock, basic and diluted | 2,984,000 | (2,984,000 | ) | 0 | ||||||||
Basic and diluted net loss per share of nonredeemable Class A, Class B and Class F common stock | $ | (0.48 | ) | $ | 0.48 | $ | 0 | |||||
Weighted average shares outstanding of Class A common stock, basic and diluted | 0 | 42,014,000 | 42,014,000 | |||||||||
Basic and diluted net loss per share of Class A common stock | $ | 0 | $ | (0.03 | ) | $ | (0.03 | ) | ||||
Weighted average shares outstanding of Class B common stock, basic and diluted | 0 | 300,000 | 300,000 | |||||||||
Basic and diluted net loss per share of Class B common stock | $ | 0 | $ | (0.03 | ) | $ | (0.03 | ) | ||||
Weighted average shares outstanding of Class F common stock, basic and diluted | 0 | 828,000 | 828,000 | |||||||||
Basic and diluted net loss per share of Class F common stock | $ | 0 | $ | (0.03 | ) | $ | (0.03 | ) | ||||
For the Six Months Ended June 30, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Unaudited Condensed Statement of Operations | ||||||||||||
Net income | $ | 199,531 | $ | 0 | $ | 199,531 | ||||||
Weighted average shares outstanding of redeemable Class A common stock, basic and diluted | 41,400,000 | (41,400,000 | ) | 0 | ||||||||
Basic and diluted net income per share of redeemable Class A common stock | $ | 0 | $ | 0 | $ | 0 | ||||||
Weighted average shares outstanding of nonredeemable Class A, Class B and Class F common stock, basic and diluted | 2,984,000 | (2,984,000 | ) | 0 | ||||||||
Basic and diluted net income per share of nonredeemable Class A, Class B and Class F common stock | $ | 0.06 | $ | (0.06 | ) | $ | 0 | |||||
Weighted average shares outstanding of Class A common stock, basic and diluted | 0 | 42,014,000 | 42,014,000 | |||||||||
Basic and diluted net income per share of Class A common stock | $ | 0 | $ | 0.00 | $ | 0.00 | ||||||
Weighted average shares outstanding of Class B common stock, basic and diluted | 0 | 300,000 | 300,000 | |||||||||
Basic and diluted net income per share of Class B common stock | $ | 0 | $ | 0.00 | $ | 0.00 | ||||||
Weighted average shares outstanding of Class F common stock, basic and diluted | 0 | 828,000 | 828,000 | |||||||||
Basic and diluted net income per share of Class F common stock | $ | 0 | $ | 0.00 | $ | 0.00 | ||||||
For the Six Months Ended June 30, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: | ||||||||||||
Change in fair value of Class A common stock subject to possible redemption | $ | 199,530 | $ | (199,530 | ) | $ | 0 |
This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Upon the closing
information.
EXECUTIVE NETWORK PARTNERING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised entirely of investments in money market funds that invest in U.S. government securities. The fair value for trading securities is determined using quoted market prices in active markets.
The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.”
current liabilities.
The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as
EXECUTIVE NETWORK PARTNERING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Net income per
Net income per share of common stock, basic and diluted for redeemable Class A common stock is calculated by dividing the interest earned on investments held in the Trust Account of approximately $10,000 for the three months ended March 31, 2021 less franchise taxes of approximately $10,000, by the weighted average number of redeemable Class A common stock outstanding. Net income per share, basic and diluted for the aggregate of nonredeemableas Class A common stock, Class B common stock and Class F common stock. Income and losses are shared pro rata between the three classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income of approximately $1.6 million for the three months ended March 31, 2021, less income and franchise tax expense attributable to redeemable Class A common stock,(loss) by the weighted average number of aggregate nonredeemable Class A common stock, Class B common stock and Class F common stock outstanding for the respective period.
common stock:
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||
September 30, 2021 | September 30, 2021 | |||||||||||||||||||||||
Class A | Class B | Class F | Class A | Class B | Class F | |||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Allocation of net income | $ | 1,017,206 | $ | 7,263 | $ | 50,117 | $ | 1,206,082 | $ | 8,612 | $ | 59,423 | ||||||||||||
Denominator: | ||||||||||||||||||||||||
Weighted average common stock outstanding, basic and diluted | 42,014,000 | 300,000 | 828,000 | 42,014,000 | 300,000 | 828,000 | ||||||||||||||||||
Basic and diluted net income per share of common stock | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | 0.03 | $ | 0.03 | $ | 0.03 | ||||||||||||
For the Three Months Ended | For the Period from June 22, 2020 (Inception) | |||||||||||||||||||||||
September 30, 2020 | through September 30, 2020 | |||||||||||||||||||||||
Class A | Class B | Class F | Class A | Class B | Class F | |||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Allocation of net income | $ | 877,322 | $ | 44,334 | $ | 271,638 | $ | 847,000 | $ | 46,989 | $ | 287,372 | ||||||||||||
Denominator: | ||||||||||||||||||||||||
Weighted average common stock outstanding, basic and diluted | 5,936,761 | 300,000 | 735,261 | 5,407,743 | 300,000 | 733,901 | ||||||||||||||||||
Basic and diluted net income per share of common stock | $ | 0.17 | $ | 0.17 | $ | 0.17 | $ | 0.18 | $ | 0.18 | $ | 0.18 | ||||||||||||
Pronouncements
Recent Issued Accounting Standards
EXECUTIVE NETWORK PARTNERING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
2020.
operations, respectively.
EXECUTIVE NETWORK PARTNERING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
-Warrants
EXECUTIVE NETWORK PARTNERING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
7 – Class A Common Stock— Subject to Possible Redemption
Gross proceeds from Initial Public Offering | $ | 414,000,000 | ||
Less: | ||||
Fair value of Public Warrants at issuance | (13,558,500 | ) | ||
Offering costs allocated to Class A common stock subject t o possible redemption | (4,588,064 | ) | ||
Plus: | ||||
Accretion on Class A common stock subject to possible redemption value | 18,146,564 | |||
Class A common stock subject to possible redemption | $ | 414,000,000 | ||
The Founder Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of a Partnering Transaction on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Partnering Transaction, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as converted basis, 5% of the total number of shares of Class A common stock outstanding after such conversion (including the private placement shares) including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Partnering Transaction, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
For so long as any shares of Class F common stock remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the shares of Class F common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of the Company’s certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the shares of Class F common stock. Any action required or permitted to be taken at any meeting of the holders of shares of Class F common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding shares of Class F common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class F common stock were present and voted.
EXECUTIVE NETWORK PARTNERING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Class B Common Stock— The Company is authorized to issue 1,000,000 shares of Class B common stock with a par value of $0.0001 $
Upon a change ofo
Preferred stock—The
Fair Value Measured as of March 31, 2021 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets | ||||||||||||||||
Investments held in Trust Account—U.S. Treasury Securities | $ | 414,021,780 | $ | — | $ | — | $ | 414,021,780 | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities—public warrants | 8,797,500 | — | — | 8,797,500 | ||||||||||||
Warrant liabilities—private warrants | — | — | 135,080 | 135,080 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total fair value | $ | 422,819,280 | $ | — | $ | 135,080 | $ | 422,954,360 | ||||||||
|
|
|
|
|
|
|
|
Fair Value Measured as of December 31, 2020 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets | ||||||||||||||||
Investments held in Trust Account—U.S. Treasury Securities | $ | 414,011,571 | $ | — | $ | — | $ | 414,011,571 | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities—public warrants | 10,764,000 | — | — | 10,764,000 | ||||||||||||
Warrant liabilities—private warrants | — | — | 165,780 | 165,780 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total fair value | $ | 424,775,571 | $ | — | $ | 165,780 | $ | 424,941,351 | ||||||||
|
|
|
|
|
|
|
|
Fair Value Measured as of September 30, 2021 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets | ||||||||||||||||
Investments held in Trust Account—U.S. Treasury Securities | $ | 414,042,541 | $ | — | $ | — | $ | 414,042,541 | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities—public warrants | $ | 8,383,500 | $ | — | $ | — | $ | 8,383,500 | ||||||||
Warrant liabilities—private warrants | $ | — | $ | — | $ | 124,335 | $ | 124,335 |
Fair Value Measured as of December 31, 2020 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets | ||||||||||||||||
Investments held in Trust Account—U.S. Treasury Securities | $ | 414,011,571 | $ | — | $ | — | $ | 414,011,571 | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities—public warrants | $ | 10,764,000 | $ | — | $ | — | $ | 10,764,000 | ||||||||
Warrant liabilities—private warrants | $ | — | $ | — | $ | 165,780 | $ | 165,780 |
EXECUTIVE NETWORK PARTNERING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The estimated fair value of the Private Placement Warrants has been determined using Level 3 inputs. Inherent in a Monte Carlo simulationBlack-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A common stockcompany that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury
March 31, 2021 | ||||
Exercise price | $ | 11.50 | ||
Stock price | $ | 9.72 | ||
Term (in years) | 5.00 | |||
Volatility | 15.00 | % | ||
Risk-free interest rate | 1.20 | % | ||
Dividend yield | — |
September 30, 2021 | December 31, 2020 | |||||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Stock Price | $ | 9.82 | $ | 10.01 | ||||
Term (in years) | 5.00 | 5.00 | ||||||
Volatility | 16.10 | % | 17.00 | % | ||||
Risk-free interest rate | 1.17 | % | 0.56 | % | ||||
Dividend yield | 0.00 | % | 0.00 | % |
Level 3 warrant liabilities at December 31, 2020 | $ | 165,780 | ||
Change in fair value of warrant liabilities | (30,700 | ) | ||
|
| |||
Level 3 warrant liabilities at March 31, 2021 | $ | 135,080 | ||
|
|
Level 3 warrant liabilities at December 31, 2020 | $ | 165,780 | ||
Change in fair value of warrant liabilities | (30,700 | ) | ||
Level 3 warrant liabilities at March 31, 2021 | 135,080 | |||
Change in fair value of warrant liabilities | 23,025 | |||
Level 3 warrant liabilities at June 30, 2021 | 158,105 | |||
Change in fair value of warrant liabilities | (33,770 | ) | ||
Level 3 warrant liabilities at September 30, 2021 | $ | 124,335 | ||
Based on the foregoing, management believesadjustment that might be necessary if we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor, or our officers and directorsare unable to meet our needs through the earlier of the consummation ofcontinue as a Business Combination or one year from this filing. Over this time period, we 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.
going concern.
Net income per
Net income per share of common stock, basic and diluted for redeemable Class A common stock is calculated by dividing the interest earned on investments held in the Trust Account of approximately $10,000 for the three months ended March 31, 2021 less franchise taxes of approximately $10,000, by the weighted average number of redeemable Class A common stock outstanding. Net income per share, basic and diluted for the aggregate of nonredeemableas Class A common stock, Class B common stock and Class F common stock. Income and losses are shared pro rata between the three classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income of approximately $1.6 million for the three months ended March 31, 2021, less income and franchise tax expense attributable to redeemable Class A common stock,(loss) by the weighted average number of aggregate nonredeemable Class A common stock, Class B common stock and Class F common stock outstanding for the respective period.
We have
period from June 22, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.
PronouncementsAdopted Accounting Standards
Recent Issued Accounting Standards
Under the supervision and
financial reporting
On September 18, 2020, the Company consummated its Initial Public Offering of 41,400,000 CAPS™ , including the issuance of 5,400,000 CAPS™ as a result of the underwriters’ exercise in full of their over-allotment option. Each CAPS™ consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one-fourth of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share. Evercore Group L.L.C. acted as the sole book-running manager for the offering. The CAPS™ were sold at a price of $10.00 per CAPS™, generating gross proceeds to the Company of $414.0 million. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-248267 and 333-248828). The SEC declared the registration statement effective on September 15, 2020.Substantially concurrently with the consummation of the Initial Public Offering, the Company completed the private sale of 614,000 CAPS™, at a purchase price of $10.00 per Private Placement CAPS™, to the Sponsor, generating gross proceeds to the Company of approximately $6.1 million. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.The Private Placement CAPS™ are the same as the CAPS™ sold in the Initial Public Offering, except that Private Placement CAPS™ are not transferable, assignable or salable until 30 days after the completion of a Partnering Transaction, subject to certain limited exceptions. Additionally, the warrants underlying the Private Placement CAPS™ are exercisable on a cashless basis and are non-redeemable so long as they are held by the Sponsor or its permitted transferees. Of the gross proceeds received from the Initial Public Offering, the full exercise of the over-allotment option and the Private Placement CAPS™, $414.0 million was placed in the Trust Account.We paid a total of approximately $4.1 million in underwriting discounts and commissions and approximately $630,000 for other costs and expenses related to the Initial Public Offering.For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.
* | Filed herewith. |
** | 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. |
EXECUTIVE NETWORK PARTNERING CORPORATION | ||
By: | /s/ Alex Dunn | |
Name: | Alex Dunn | |
Title: | (Principal Executive Officer & Principal Financial and Accounting Officer) |
24