Table of Contents
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM
10-Q
 
 
(MARK ONE)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended JuneSeptember 30, 2021
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                    
to
                    
Commission file number:
001-39915
 
 
PRIMAVERA CAPITAL ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
Cayman Islands
 
N/A
(State or other jurisdiction of

incorporation or organization)
 
(I.R.S. Employer

Identification No.)
41/F Gloucester Tower, 15 Queen’s Road Central
Hong Kong
(Address of principal executive offices)
+852 3767 5100
(Issuer’s telephone number)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Class A ordinary shares, par value $0.0001 per share
 
PV
 
The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
 
PV WS
 
The New York Stock Exchange
Units, each consisting of one Class A ordinary share and
one-half
of one redeemable warrant
 
PV.U
 
The New York Stock Exchange
Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes
  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes
  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in
Rule 12b-2
of the Exchange Act.
Large accelerated filer ☐  Accelerated filer ☐
    
Non-accelerated
filer		 ☒  Smaller reporting company ☒
    
     Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☒
    No  ☐
As of AugustNovember 
1615
, 2021, there were 41,400,000 Class A ordinary shares, $0.0001 par value and 12,350,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.
 
 
 
Table of Contents
PRIMAVERA CAPITAL ACQUISITION CORPORATION
FORM
10-Q
FOR THE QUARTER ENDED JUNESEPTEMBER 30, 2021
TABLE OF CONTENTS
 
   
Page
 
Part I. Financial Information
        
Item 1. Financial Statements
        
Condensed Balance Sheets as of JuneSeptember 30, 2021 (Unaudited) and December 31, 2020
   1 
Condensed Statements of Operations for the Three and SixNine Months Ended JuneSeptember 30, 2021 (Unaudited) and for the period from July 16, 2020 (inception) through September 30, 2020 (Unaudited)
   2 
Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and SixNine Months Ended JuneSeptember 30, 2021 (Unaudited)
   3 
Condensed StatementStatements of Cash Flows for the SixNine Months Ended JuneSeptember 30, 2021 (Unaudited) and for the period from July 16, 2020 (inception) through September 30, 2020 (Unaudited)
   45 
Notes to Condensed Financial Statements (Unaudited)
   56 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
   1819 
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk
   2
1
22		 
Item 4. Controls and Procedures
   2122 
Part II. Other Information
  
Item 1. Legal Proceedings
   2122 
Item 1A. Risk Factors
   2123 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   2123 
Item 3. Defaults Upon Senior Securities
   2223 
Item 4. Mine Safety Disclosures
   2223 
Item 5. Other Information
   2223 
Item 6. Exhibits
   2223 
Part III. Signatures
   2324 
i
Table of Contents
PART I - I—FINANCIAL INFORMATION
Item 1.
Item 1. Condensed Financial Statements.
PRIMAVERA CAPITAL ACQUISITION CORPORATION
CONDENSED BALANCE SHEETS
   
June 30,

2021
   
December 31,

2020
 
   (Unaudited)     
ASSETS
          
Current assets
          
Cash
  $840,920   $100 
Prepaid expenses
   258,529    0   
   
 
 
   
 
 
 
Total Current Assets
   1,099,449    100 
Deferred offering costs
   0      482,129 
Investment held in Trust Account
   414,010,717    0   
   
 
 
   
 
 
 
TOTAL ASSETS
  
$
415,110,166
 
  
$
482,229
 
   
 
 
   
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
          
Current liabilities
          
Accrued expenses
  $237,207   $0   
Accrued offering costs
   0      326,235 
Due to related party   50,000    0   
Promissory note - related party
   7,000    135,994 
   
 
 
   
 
 
 
Total Current Liabilities
   294,207    462,229 
Forward Purchase Agreement (FPA) liability
   241,321      
Warrant liabilities   31,745,578    0   
Deferred underwriting fee payable
   14,490,000    0   
   
 
 
   
 
 
 
Total Liabilities
  
 
46,771,106
 
  
 
462,229
 
   
 
 
   
 
 
 
Commitments and Contingencies
 
(Note 6)
   0    0 
Class A ordinary shares subject to possible redemption 36,333,905 and 0 shares at $10.00 per share redemption value as of June 30, 2021 and December 31, 2020, respectively
   363,339,050    0   
Shareholders’ Equity
          
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding
   0      0   
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 5,066,095 and 0 shares issued and outstanding (excluding 36,333,905 and 0 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively
   506    0   
Class B ordinary shares, $0.0001 par value; 40,000,000 shares authorized; 12,350,000 shares issued and outstanding
at June 30, 2021 and December 31, 2020
   1,235    1,235 
Additional
paid-in
capital
   6,319,087    23,765 
Retained earnings (Accumulated deficit)
   (1,320,818)
 
   (5,000) 
   
 
 
   
 
 
 
Total Shareholders’ Equity
  
 
5,000,010
 
  
 
20,000
 
   
 
 
   
 
 
 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  
$
415,110,166
 
  
$
482,229
 
   
 
 
   
 
 
 
         
   
September 30,

2021
  
December 31,
2020
 
   (Unaudited)    
ASSETS
         
Current assets         
Cash  $682,853  $100 
Prepaid expenses   139,817   0   
          
Total Current Assets   822,670   100 
Deferred offering costs   0     482,129 
Forward Purchase Agreement (FPA) asset   266,569   0   
Investment held in Trust Account   414,017,078   0   
          
TOTAL ASSETS
  
$
415,106,317
 
 
$
482,229
 
          
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
         
Current liabilities         
Accrued expenses  $204,526  $0   
Accrued offering costs   0     326,235 
Due to related party   80,000   0   
Promissory note—related party   7,000   135,994 
          
Total Current Liabilities   291,526   462,229 
Warrant liabilities   26,678,141   0   
Deferred underwriting fee payable   14,490,000   0   
          
Total Liabilities
  
 
41,459,667
 
 
 
462,229
 
          
Commitments and Contingencies (Note 7)
   0    0  
Class A ordinary shares subject to possible redemption
,
 $0.0001 par value;
 41,400,000 and 0 shares at $10.00 per share redemption value as of September 30, 2021 and December 31, 2020, respectively
   414,000,000   0   
Shareholders’ Equity (Deficit)
         
Preference shares, $0.0001 par value; 1,000,000 shares authorized;
 
0 shares issued or outstanding
   0     0   
Class B ordinary shares, $0.0001 par value; 40,000,000 shares authorized; 12,350,000 shares issued and outstanding at September 30, 2021 and December 31, 2020   1,235   1,235 
Additional
paid-in
capital
   0     23,765 
Accumulated deficit   (40,354,585)   (5,000) 
          
Total Shareholders’ Equity
 (Deficit)
  
 
(40,353,350
) 
 
 
20,000
 
          
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 (DEFICIT)
  
$
415,106,317
 
 
$
482,229
 
          
The accompanying notes are an integral part of the unaudited condensed financial statements.
 
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
       
  
For the three months

ended June 30, 2021
 
For the six months

ended June 30, 2021
   
For the three
months ended
September 30,
2021
 
For the nine
months ended
September 30,
2021
  
For the period
from July 16, 2020
to (Inception)
September 30,
2020
 
General and administrative expenses
  $(154,565)  $530,635   $274,098  $804,733  $5,000 
  
 
  
 
           
Loss from operations
   154,565   (530,635)    (274,098)   (804,733)   (5,000) 
  
 
  
 
           
Other income (expense)
             
Change in fair value of FPA
   (153,019)   (241,321)    507,890   266,569   —   
Change in fair value of warrant liabilities   (6,326,987)   14,964,352    5,067,437   20,031,789   —   
Offering costs allocable to warrants   0     (2,092,043)    0     (2,092,043)   —   
Interest earned on investment held in Trust Account
   6,292   10,717    6,361   17,078   —   
  
 
  
 
           
Other income (expense), net
  (6,473,714)  12,641,705   $5,581,688  $18,223,393  $—   
  
 
  
 
           
Net income (loss)
  $(6,319,149)  $12,111,070   $5,307,590  $17,418,660  $(5,000) 
  
 
  
 
           
Weighted average shares outstanding, Class A redeemable ordinary shares
   41,400,000   41,400,000    41,400,000   37,457,143   —   
  
 
  
 
           
Basic and diluted net income per share, Class A redeemable ordinary shares
  $0.00  $0.00   $0.10  $0.35  $0.00 
  
 
  
 
           
Weighted average shares outstanding, Class B
non-redeemable
ordinary shares
   12,350,000   12,156,077    12,350,000   12,221,429   11,000,000 
  
 
  
 
           
Basic and diluted net income (loss) per share, Class B
non-redeemable
ordinary shares
  $(0.51) $1.00 
Basic and diluted net income per share, Class B
non-redeemable
ordinary shares
  $0.10  $0.35  $0.00 
  
 
  
 
           
The accompanying notes are an integral part of the unaudited condensed financial statements.
 
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021
(UNAUDITED)
   
Class A
   
Class B
           
   
Ordinary Share
   
Ordinary Share
   
Additional
  
Accumulated
  
Shareholders’
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Paid-In

Capital
  
Deficit
  
Equity (Deficit)
 
Balance as of January 1, 2021
   0    $0     12,350,000   $1,235   $23,765  $(5,000)  $20,000 
Accretion of Class A common stock to redemption amount
   —   0   —      0      (23,765)   (57,768,245)   (57,792,010) 
Net income
   —     0     —      0      0     18,430,219   18,430,219 
                                
Balance as of March 31, 2021
   0    $0     12,350,000   $1,235   $0    $(39,343,026)  $(39,341,791) 
Net loss   —     0     —      0      0     (6,319,149)   (6,319,149) 
                                
Balance as of June 30, 2021
   0    $0     12,350,000   $1,235   $0    $(45,662,175)  $(45,660,940) 
Net income
   —     0     —      0      0     5,307,590   5,307,590 
Balance as of September 30, 2021
   0    $0     12,350,000   $1,235   $0    $(40,354,585)  $(40,353,350) 
                                
The accompanying notes are an integral part of the unaudited condensed financial statements.
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNEPERIOD FROM JULY 16, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 20212020
(UNAUDITED)
 
   
Class A
  
Class B
      
Retained
Earnings
    
   
Ordinary Share
  
Ordinary Share
   
Additional
  
(Accumulated
  
Shareholders’
 
   
Shares
  
Amount
  
Shares
   
Amount
   
Paid-In
Capital
  
Deficit)
  
Equity
 
Balance as of January 1, 2021
   0    $0     12,350,000   $1,235   $23,765  $(5,000)  $20,000 
Sale of 41,400,000 Units, net of underwriting discounts, offering expenses and warrant liabilities
   41,400,000   4,140   0      0      356,203,850       356,207,990 
Class A ordinary shares subject to redemption
   (36,965,820)   (3,697)   0      0      (356,227,615)   (13,426,888)   (369,658,200) 
Net Income
   —     0     —      0      0     18,430,219   18,430,219 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance as of March 31, 2021
   4,434,180  $443   12,350,000   $1,235   $0    $4,998,331  $5,000,009 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Class A ordinary shares subject to redemption   631,915   63   0      0      6,319,087   

  6,319,150 
Net loss   




   —      0      
   (6,319,149)  (6,319,149)
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance as of June 30, 2021
   5,066,095  $506   12,350,000   $1,235   $6,319,087  $(1,320,818)  $5,000,010 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
                             
   
Class A
   
Class B
           
   
Ordinary Share
   
Ordinary Share
   
Additional
   
Accumulated
  
Shareholders’
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Paid-In Capital
   
Deficit
  
Equity
 
Balance as of July 16, 2020
 
(inception)
   0     $0      0     $0     $0     $0    $  
Issuance of Class B ordinary shares to Sponsor
(1)
   —      —      12,350,000    1,235    23,765    0     25,000 
Net loss
   —      —      —      —      0      (5,000)   (5,000) 
                                   
Balance as of September 30, 2020
   0     $0      12,350,000   $1,235   $23,765   $(5,000)  $20,000 
                                   
(1)
Includes an aggregate of up to 1,350,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5). On September 21, 2020, the Company effected a share capitalization pursuant to which an additional 2,000,000 Founder Shares were issued for no consideration and on January 21, 2021 the Company effected a share capitalization pursuant to which an additional 1,725,000 Founder Shares were issued, resulting in there being 12,350,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalizations.
The accompanying notes are an integral part of the unaudited condensed financial statements.
 
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
CONDENSED STATEMENTSTATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2021
(UNAUDITED)
         
   
For the nine
months ended
September 30, 2021
  
 For the period from
July 16, 2020
(Inception) through
September 30, 2020 
 
Cash Flows from Operating Activities:
         
Net income (loss)
  $17,418,660  $(5,000) 
Adjustments to reconcile net income (loss) to net cash used in operating activities:
         
Payment of formation costs through issuance of Class B ordinary shares       5,000 
Interest earned on investment held in Trust Account   (17,078)   —   
Change in fair value of FPA   (266,569)   —   
Change in fair value of warrant liabilities   (20,031,789)   —   
Offering costs incurred in connection with Initial Public Offering   2,092,043   —   
Changes in operating assets and liabilities:         
Prepaid expenses   (139,817)   —   
Accrued expenses   204,526   —   
Accrued offering costs   (326,235)   —   
Due to related party   80,000   —   
          
Net cash used in operating activities
   (986,259)   —   
          
Cash Flows from Investing Activities:
         
Investment of cash into Trust Account   (414,000,000)   —   
          
Net cash used in investing activities
   (414,000,000)   —   
          
Cash Flows from Financing Activities:
         
Proceeds from sale of Units, net of underwriting discounts paid   405,720,000   —   
Proceeds from sale of Private Placement Warrants   10,280,000   —   
Proceeds from promissory note – related party   —     100 
Repayment of promissory note – related party   (191,819)   —   
Payment of offering costs   (139,169)   —   
          
Net cash provided by financing activities
   415,669,012   100 
          
Net Change in Cash
   682,753   100 
Cash – Beginning of period   100   —   
          
Cash – End of period
  $682,853  $100 
          
Non-Cash
investing and financing activities:
         
 
        
Offering costs included in accrued offering costs  $—    $257,113 
          
Offering costs paid through promissory note  $62,825  $118,781 
          
Deferred offering costs paid by initial shareholder in exchange for the issuance of Class B ordinary shares  $—    $20,000 
          
         
Initial classification of warrant liability  $54,821,479  $—   
          
Deferred underwriting fee payable  $14,490,000  $—   
          
Cash Flows from Operating Activities:
     
Net income
  $12,111,070 
Adjustments to reconcile net income to net cash used in operating activities:
     
Interest earned on investment held in Trust Account
   (10,717) 
Change in fair value of FPA
   241,321 
Change in fair value of warrant liabilities
   (14,964,352) 
Offering costs incurred in connection with Initial Public Offering   2,092,043 
Changes in operating assets and liabilities:
     
Prepaid expenses
   (258,529) 
Accrued expenses
   237,207 
Accrued offering costs
   (326,235) 
Due to related party
   50,000 
   
 
 
 
Net cash used in operating activities
   (828,192) 
   
 
 
 
Cash Flows from Investing Activities:
     
Investment of cash into Trust Account
   (414,000,000) 
   
 
 
 
Net cash used in investing activities
   (414,000,000) 
   
 
 
 
Cash Flows from Financing Activities:
     
Proceeds from sale of Units, net of underwriting discounts paid
   405,720,000 
Proceeds from sale of Private Placement Warrants
   10,280,000 
Repayment of promissory note – related party
   (191,819) 
Payment of offering costs
   (139,169) 
   
 
 
 
Net cash provided by financing activities
   415,669,012 
   
 
 
 
Net Change in Cash
   840,820 
Cash – Beginning of period
   100 
   
 
 
 
Cash – End of period
  $840,920 
   
 
 
 
Non-Cash
investing and financing activities:
     
   
 
 
 
Offering costs paid through promissory note
  $62,825 
   
 
 
 
Initial classification of Class A ordinary shares subject to possible redemption
  $337,272,220 
   
 
 
 
Change in value of Class A ordinary shares subject to possible redemption
  $26,066,830 
   
 
 
 
Deferred underwriting fee payable
  $14,490,000 
   
 
 
 
The accompanying notes are an integral part of the unaudited condensed financial statements.
 
4
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNESEPTEMBER 30, 2021
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Primavera Capital Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on

July 16, 2020. The Company was incorporated 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 (a “Business Combination”).
Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on global consumer companies with a significant China presence or a compelling China potential. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of JuneSeptember 30, 2021, the Company had not commenced any operations. All activity for the period from July 16, 2020 (inception) through JuneSeptember 30, 2021 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate
non-operating
income in the form of interest income from the proceeds derived from the Initial Publi
c
Public Offering.
The registration statement for the Company’s Initial Public Offering was declared effective on January 21, 2021. On January 26, 2021, the Company consummated the Initial Public Offering of 41,400,000
units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which included the full exercise by the underwriters of its over-allotment option in the amount of
5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000 which is described in Note
3 4.
.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,280,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Primavera Capital Acquisition LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note
4 5.
.
Transaction costs amounted to $23,454,123, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $684,123 of other offering costs.
Following the closing of the Initial Public Offering on January 26, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under
Rule 2a-7
of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale from the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00
per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus for the Initial Public Offering. The
per-share
amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note
6
) 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
5
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNESEPTEMBER 30, 2021
(Unaudited)
 
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares it will receive (as defined in Note
5
) 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or
pre-initial
business combinationBusiness Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.
The Company will have until January 26, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note
6
) 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
6
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNESEPTEMBER 30, 2021
(Unaudited)
 
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trus
t
Trust Account.
NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT
As a result of recent guidance to Special Purpose Acquisition Companies by the SEC regarding redeemable equity instruments, the Company revisited its application of ASC
480-10-S99
on the Company’s financial statements. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Subsequent to the
re-evaluation,
the Company’s management concluded that all of its Class A ordinary shares should be classified as temporary equity. The identified errors impacted the Company’s Form
10-Q
filed on July 2, 2021 containing revised balance sheet as of January 26, 2021, and financial statements as of March 31, 2021, and Quarterly Report on Form
10-Q
filed on August 16, 2021 containing financial statements as of June 30, 2021. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impact was not material to the aforementioned Form
8-K
and Form
10-Q
reports, but that correcting the cumulative impact of such errors would be significant to the Company’s statements of operations for the three and nine months ended September 30, 2021. Accordingly, the Company has corrected such immaterial errors by adjusting its prior financial statements and classified all its Class A ordinary shares as temporary equity. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable. The following summarizes the effect of the revision on each financial statement line item.
Impact of the Revision
The impact of the revision on the audited balance sheet as of January 26, 2021 is presented as below. In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its income (loss) per ordinary share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities,
cash flows,
or operating results.
   
As Previously
Reported
   
Restatement
Adjustment
   
As Restated
 
Balance Sheet as of January 26, 2021 (audited)
               
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption
  $337,272,220   $76,727,780   $414,000,000 
Shareholders’ equity
               
Class A ordinary shares—$0.0001 par value
   767    (767)    —   
Class B ordinary shares—$0.0001 par value
   1,235    —      1,235 
Additional
paid-in-capital
   18,958,767    (18,958,767)    —   
Accumulated deficit
   (13,960,759)    (57,768,246)    (71,729,005) 
Total shareholders’ equity (deficit)
  $5,000,010   $(76,727,780)   $(71,727,770) 
Number of shares subject to redemption
  
33,727,222
   
7,672,778
   
41,400,000
 
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
NOTE 2.3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q
and Article 8 of Regulation
S-X
of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented.
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 25, 2021. The interim results for the sixnine months ended JuneSeptember 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Management notes that the fair value of warrant liabilities and forward purchase agreements (“forward purchase agreements” or “FPA”) liability is a significant estimate.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did 0t have any cash equivalents as of JuneSeptember 30, 2021 and December 31, 2020.
Offering Costs
Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated on a relative fair value basis between shareholders’ equity and expense. The portion of offering costs allocated to the Public Warrants has been charged to expense. The portion of offering costs allocated to the public shares has been
were initially charged to shareholders’ equity. temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering.
As of JuneSeptember 30, 2021, offering costs amounted to
$
23,454,123
, $23,454,123, of which $
21,362,080
$21,362,080 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $
2,092,043
$2,092,043 were expensed to the condensed statement of operations.
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
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 ASC Topic 480 “Distinguishing Liabilities from Equity.”480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of Juneat January 26, 2021 and September 30, 2021, the 41,400,000 Class A ordinary shares subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s unauditedbalance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. As of January 26, 2021 and September 30, 2021 there was no change to the redemption value of the Class A ordinary shares.
At September 30, 2021 and January 26, 2021, the Class A ordinary shares reflected in the condensed balance sheet.sheets are reconciled in the following table:
     
Gross proceeds
  $414,000,000 
Less: Proceeds allocated to Public Warrants
   (36,429,930) 
Less: Class A common stock issuance costs
   (21,362,080) 
Add: Accretion of carrying value to redemption value
   57,792,010 
   
 
 
 
Class A common stock subject to possible redemption
  $414,000,000 
   
 
 
 
Derivative Financial Instruments
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 require
d
required within 12 months of the balance sheet date.
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
The Company accounts for the Warrants and FPA in accordance with the guidance contained in ASC
815-40,
under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities and the FPA as liabilitiesan asset at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These liabilities and asset are subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of JuneSeptember 30, 2021 and December 31, 2020, there were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was 0
for the periods presented.
Net income (loss) per Ordinary Share
NetThe Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 30,980,000 potential Class A ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary share is computed by dividingthe same as basic net income (loss) by the weighted average number of ordinary shares outstandingper common share for the periods.
The calculation of diluted income (loss) per ordinary share does not consider the effecttable below presents a reconciliation of the warrants issued in connection with the Initial Public Offeringnumerator and the private placement since the inclusion of such warrants would be anti-dilutive.
The Company’s condensed statement of operations includes a presentation of income per ordinary share for ordinary shares subjectdenominator used to possible redemption in a manner similar to the
two-class
method of income (loss) per share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted, for Class B
non-redeemable
ordinary shares is calculated by dividing the net income (loss), adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B
non-redeemable
ordinary shares outstanding for the period. Class B
non-redeemable
ordinary shares include the Founder Shares (as defined below) as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
The following table reflects the calculation ofcompute basic and diluted net income per share for each class of ordinary share (in dollars, except per share amounts):shares:​​​​​​​​​​​​​​

 
   
Three Months
Ended
June 30,
   
Six Months
Ended
June 30,
 
   
2021
   
2021
 
Redeemable Class A Ordinary Shares
          
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
          
Interest Income
  $6,292   $10,717 
   
 
 
   
 
 
 
Net Earnings
  $6,292   $10,717 
Denominator: Weighted Average Redeemable Class A Ordinary Shares
          
Redeemable Class A Ordinary Shares, Basic and Diluted
   41,400,000    41,400,000 
Income/Basic and Diluted Redeemable Class A Ordinary Shares
  $0     $0   
Non-Redeemable
Class A and B Ordinary Shares
          
Numerator: Net Income (Loss) minus Redeemable Net Earnings
          
Net Income (Loss)
  $(6,319,149)   $12,111,070 
Redeemable Net Earnings
   6,292    10,717 
   
 
 
   
 
 
 
Non-Redeemable
Net Income (Loss)
  $(6,325,441)   $12,100,353 
Denominator: Weighted Average
Non-Redeemable
Class A and B Ordinary Shares
          
Non-Redeemable
Class A and B Ordinary Shares, Basic and Diluted
(1)
   12,350,000    12,156,077 
Income (Loss ) Basic and Diluted
Non-Redeemable
Class A and B Ordinary Shares
  $(0.51)   $1.00 
   
For the three months ended
September 30, 2021
   
For the nine months ended
September 30, 2021
 
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income per share
                    
Numerator:
                    
Allocation of net income
  $4,088,079   $1,219,511   $13,133,494   $4,285,166 
Denominator
                    
Weighted-average shares outstanding
   41,400,000    12,350,000    37,457,143    12,221,429 
Basic and diluted net income per share
  $0.10   $0.10   $0.35   $0.35 
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants and FPA (see Note 10).
9
).
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Recent Adopted Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2020-06,
Debt — Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic
815-40)
(“ASU
2020-06”)
to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use the
if-converted
method for all convertible instruments. ASU
2020-06
is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU
2020-06
effective January 1, 2021. The adoption of ASU
2020-06
did not have an impact on the Company’s financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
NOTE
3
. 4. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units which include
d
included a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of 1 Class A ordinary share and
one-half
of one redeemable warrant (“Public Warrant”).
Each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share at an exercise price of
$11.50 $11.50 per whole share (see Note
8
) 9).
NOTE
4
. 5. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $10,280,000 in a private placement. Each Private Placement Warrant is exercisable to purchase 1 Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note
8
) 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and th
e
the Private Placement Warrants will expire worthless.
NOTE
5
. 6. RELATED PARTY TRANSACTIONS
Founder Shares
On July 17, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”) (after giving effect to a share recapitalization), initially held by an affiliate of the Sponsor. On August 24, 2020, the Sponsor transferred 215,625 Founder Shares to Chenling Zhang, the Company’s independent director, for an aggregate purchase price of $625. On September 21, 2020, the Company effected a share capitalization, pursuant to which an additional 2,000,000 Founder Shares were issued for 0 consideration, resulting in there being 10,625,000 Founder Shares outstanding. Following the share capitalization on September 21, 2020 and Ms. Zhang’s waiver of her right to receive shares under such capitalization, the Sponsor held an aggregate of 10,409,375 Founder Shares. All share and
per-share
amounts have been retroactively restated to reflect the share capitalization. On December 30, 2020, the Sponsor transferred 40,000 Founder Shares to each of the other independent directors for approximately $0.003 per share. On January 5, 2021, the Sponsor transferred to the anchor investors an aggregate of 1,000,000 Founder Shares for 0 cash consideration. On January 21, 2021, the Company effected a share capitalization pursuant to which 1,725,000 Founder Shares were issued, resulting in 12,350,000 Founder Shares outstanding, of which 11,014,375 Founder Shares are held by the Sponsor. The Founder Shares held by the Sponsor include an aggregate of up to 1,350,000 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised and 2,000,000 Class B ordinary shares issued and retained by the Sponsor in connection with the forward purchase agreements, so that the number of Founder Shares will equal, on an
as-converted
basis, approximately 20% of the sum of the Company’s issued and outstanding ordinary shares after the Initial Public Offering plus 8,000,000 Class A ordinary shares to be sold pursuant to the forward purchase agreements. As a result of the underwriters’ election to fully exercise their over-allotment option on January 26, 2021, a total of 1,350,000 Founder Shares
we
re were no longer subject to forfeiture.
The initial shareholder has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions,
share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Administrative Services Agreement
Commencing on January 21, 2021, the Company entered into an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and sixnine months ended JuneSeptember 30, 2021, the Company incurred $20,000$30,000 and $50,000
$80,000 in fees for these services, of which $50,000
$80,000 is included in due to related party in the accompanying condensed balance sheets. For the period from July 16, 2020 (inception)
through
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNESeptember 30, 2021
(Unaudited)
2020, the Company incurred $0 in fees for these services.
Promissory Note — Related Party
On July 17, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to an affiliate of the Sponsor, which was assigned to the Sponsor on August 24, 2020, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is
0n-interest
bearing and payable on the earlier of (i) December 31, 2021 and (ii) the completion of the Initial Public Offering. On January 26, 2021, at the closing of the Initial Public Offering, $191,819 was repaid. As of JuneSeptember 30, 2021 and December 31, 2020, there is $7,000 and $135,994 in borrowings outstanding under the Promissory Note, which is currently due on demand.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of JuneSeptember 30, 2021 and December 31, 2020, there were 0 amounts outstanding under the Working Capital Loans.
NOTE
6
. 7. COMMITMENTS AND CONTINGENCIES
 
Risks and Uncertainties
Management continues to evaluate the impact of the
COVID-19
pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Director Compensation
On August 24, 2020, the Company entered into a fee arrangement with Ms. Zhang pursuant to which, in consideration for her services as an independent director and her expertise to source and/or evaluate potential acquisition targets, the Company will pay Ms. Zhang a fee in the aggregate amount of $250,000, which is payable upon the closing of the Business Combination.
Registration Rights
Pursuant to a registration and shareholders rights agreement entered into on January 21, 2021, the holders of the Founder Shares, Private Placement Warrants (and the Class A ordinary shares underlying such private placement warrants) and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale. The holders of these securities will be entitled to making up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNESEPTEMBER 30, 2021
(Unaudited)
Forward Purchase Agreement
Certain accredited investors (the “anchor investors”) have entered into forward purchase agreements with the Company which provide for the purchase by the anchor investors of an aggregate of 8,000,000 Class A ordinary shares, plus an aggregate of 2,000,000 redeemable warrants to purchase 1 Class A ordinary share at $11.50 per share, for an aggregate purchase price of  $80,000,000, or $10.00 per Class A ordinary share, in a private placement to close concurrently with the closing of a Business Combination. The proceeds from the sale of forward purchase shares may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital in the post-transaction company. These purchases will be made regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination. The anchor investors will not have the ability to approve a Business Combination prior to the signing of a material definitive agreement and, if the Company seeks shareholder approval, have agreed to vote their Founder Shares and any Public Shares held by them in favor of a Business Combination. The forward purchase securities will be issued only in connection with the closing of a Business Combination.
NOTE
7
. 8. SHAREHOLDERS’ EQUITY (DEFICIT)
Preference Shares
—
The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of JuneSeptember 30, 2021 and December 31, 2020, there were 0 preference shares issued or outstanding.
Class
 A Ordinary Shares
— The Company is authorized to issue 400,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At June 30, 2021, there were 5,066,095 Class A ordinary shares issued and outstanding, excluding 36,333,905 Class A ordinary shares subject to possible redemption. At
December 31, 2020
, there were 0 Class A ordinary shares issued or outstanding.and outstandin
g.
At September 30, 2021, there were
 41,400,000
Class A ordinary shares issued and outstanding, all of which are subject to possible redemption and presented as temporary equity.
Class
 B Ordinary Shares
— The Company is authorized to issue 40,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of JuneSeptember 30, 2021 and December 31, 2020, there were
effectively
12,350,000 Class B ordinary shares issued and outstanding.
Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a
one-for-one
basis, subject to adjustment for share
sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares, which includes the 2,000,000 Founder Shares issued in connection with the forward purchase agreements, will equal, in the aggregate, 20% of the sum of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders) plus 8,000,000 Class A ordinary shares to be sold pursuant to the forward purchase agreements, including the total number of Class A ordinary shares 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 a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than
one-for-one
basis.
NOTE
8
. 9. WARRANTS
Public Warrants may only be exercised for a whole number of shares. NaN fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. NaN warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNESEPTEMBER 30, 2021
(Unaudited)
 
The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of warrants when the price per Class
 A ordinary share equals or exceeds $18.00.
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):
 
in whole and not in part;
 
at a price of $0.01 per warrant;
 
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
 
if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a
30-trading
day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share
sub-divisions,
share dividends, reorganizations, recapitalizations and the like).
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of warrants when the price per Class
 A ordinary share equals or exceeds $10.00
. Once the warrants become exercisable, the Company may redeem the outstanding warrants:
 
in whole and not in part;
 
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;
 
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share
sub-divisions,
share dividends, reorganizations, recapitalizations and the like); and
if the Reference Value is less than $18.00 per share (as adjusted for share
sub-divisions,
share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
1
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNESEPTEMBER 30, 2021
(Unaudited)
 
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be
non-redeemable,
except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
NOTE
9
. 10. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
 
Level 1:
    Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
 
Level 2:
    Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
 
Level 3:
    Unobservable inputs based on ourthe assessment of the assumptions that market participants would use in pricing the asset or liability.
At JuneSeptember 30, 2021, assets held in the Trust Account were comprised of $414,010,717$414,017,078 in money market funds, which are invested in U.S. Treasury Securities. At December 31, 2020, there were 0 assets held in the Trust Account. Through JuneSeptember 30, 2021, the Company did 0t withdraw any interest income from the Trust Account.
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at JuneSeptember 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description
  
Level
  
June 30,

2021
 
Assets:
        
Investments held in Trust Account – U.S. Treasury Securities Money Market Funds  1  $414,010,717 
Liabilities:
        
Warrant Liability – Public Warrants
  1  $21,114,000 
Warrant Liability – Private Placement Warrants
  3  $10,631,578 
FPA Liability
  3  $241,321 
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
         
Description
  
Level
   
September 30,

2021
 
Assets:          
Investments held in Trust Account – U.S. Treasury Securities Money Market Funds   1   $414,017,078 
FPA Asset   3   $266,569 
Liabilities:          
Warrant Liability – Public Warrants   1   $17,595,000 
Warrant Liability – Private Placement Warrants   3   $9,083,141 
The Warrants and FPA are accounted for as liabilities and the FPA is accounted for as an asset in accordance with ASC
815-40
and are presented within warrant liabilities and FPA liabilityasset in the accompanying condensed balance sheets. The warrant liabilities and FPA liabilityasset are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the condensed statements of operations.
1
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
The Warrants are measured at fair value on a recurring basis. The Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.
Initial Measurement
The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock.ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable blank-check companies without an identified target.
The Public Warrants were initially valued using a Monte Carlo simulation implementing the Black Scholes Option Pricing Model that is modified to capture the redemption features of the Public Warrants. The primary unobservable inputs utilized in determining the fair value of the Public Warrants are the expected volatility of the common ordinary shares and the
stock an
d
 the stock price.
The liability
 asset 
for the FPA was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $80 million pursuant to the FPA is discounted to present value and compared to the fair value of the ordinary shares and warrants to be issued pursuant to the FPA. The fair value of the ordinary shares and warrants to be issued under the FPA is based on the public trading price of the Units issued in the Company’s Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the ordinary shares and warrants to be issued compared to the $80 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination.
Subsequent Measurement
The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date.
The liability
asset 
for the FPA was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement.
The following table presents the quantitative information regarding Level 3 fair value measurements:
 
   
January 26,
2021 (Initial
measurement)
  
June 30, 2021
 
Unit price
  $10.90  $9.77 
Term to initial business combination (in years)
   1.0   0.79 
Volatility
   10.0%   10.0% 
Risk-free rate
   0.58%   1.00% 
Dividend yield
   0.0%   0.0% 
   
January 26,

2021 (Initial

measurement)
  
September 30,
2021
 
Unit price
  $10.90  $9.75 
Term to initial Business Combination (in years)
   1.0   0.66 
Volatility
   10.0%   10.0% 
Risk-free rate
   0.58%   1.09% 
Dividend yield
   0.0%   0.0% 
The following table presents a summary of the changes in the fair value of level 3 warrant liabilities:
 
   
Private Placement
   
Public
   
Total
Warrant Liabilities
 
Fair value as of January 1, 2021
  
$
—
  
   
$
—
  
   
$
—
  
 
Initial measurement on January 26, 2021
   18,391,549    36,429,930    54,821,479 
Transfer to Level 1
   —      (36,429,930)    (36,429,930) 
Change in fair value
   (7,759,971)    —      (7,759,971) 
   
 
 
   
 
 
   
 
 
 
Fair value as of June 30, 2021
  $
10,631,578
   
$
—
  
   $
10,631,578
 
   
 
 
   
 
 
   
 
 
 
   
Private Placement
   
Public
   
Total
Warrant Liabilities
 
Fair value as of January 1, 2021
  $—     $—     $—   
Initial measurement on January 26, 2021
   18,391,549    36,429,930    54,821,479 
Transfer to Level 1
   —      (36,429,930)    (36,429,930) 
Change in fair value
   (9,308,408)    —      (9,308,408) 
   
 
 
   
 
 
   
 
 
 
Fair value as of September 30, 2021
  $9,083,141   $—     $9,083,141 
   
 
 
   
 
 
   
 
 
 
 
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PRIMAVERA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNESEPTEMBER 30, 2021
(Unaudited)
 
The following table presents the changes in the fair value of FPA liability:liability (asset):
 
  
Forward

Purchase Units
   
Forward Purchase
Units
 
Fair value as of January 1, 2021
  $0—     $0—   
Initial measurement on January 26, 2021
   3,752,168    3,752,168 
Change in fair value
   (3,510,847)    (4,018,737) 
  
 
   
 
 
Fair value as of June 30, 2021
  $241,321 
Fair value as of September 30, 2021
  $(266,569) 
  
 
   
 
 
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the sixnine months ended JuneSeptember 30, 2021 was
$36,429,930,
$36,429,930, when the Public Warrants were separately listed and traded.
NOTE
10
. 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company determined that, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.
 
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Item 2.
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 Primavera Capital Acquisition Corporation References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Primavera Capital Acquisition LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the 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” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act 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 Form
10-Q
including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of our initial business combination, 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 prospectus for its Initial Public Offering filed with the SEC. 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 in the Cayman Islands on July 16, 2020 formed 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 intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 16, 2020 (inception) through JuneSeptember 30, 2021 were organizational activities, those necessary to prepare for and consummate the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate
non-operating
income in the form of interest income on marketable securities held in the Trust Account. 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.
For the three months ended JuneSeptember 30, 2021, we had a net lossincome of $6,319,149,$5,307,590, which consists of a change in fair value of warrant liabilities of $6,326,987,$5,067,437, a change in fair value of FPA of $153,019, offset by$507,890, interest earned on investment held in the Trust Account of $6,292$6,361 and offset by general and administrative expenses of $154,565.$274,098.
For the sixnine months ended JuneSeptember 30, 2021, we had a net income of $12,111,070,$17,418,660, which consists of a change in fair value of warrant liabilities of $14,964,352, offering costs allocable to warrants$20,031,789, a change in fair value of $2,092,043,FPA of $266,569 and interest earned on investment held in the Trust Account of $10,717,$17,078, offset by general and administrative expenses of $530,635$804,733, and a change in fair valueoffering costs allocable to warrants of FPA of $241,321.
$2,092,043.
For the period from July 16, 2020 (inception) through September 30, 2020, we had a net loss of $5,000 which consists of general and administrative expenses of $5,000.
Liquidity and Capital Resources
On January 26, 2021, we consummated the Initial Public Offering of 41,400,000 Units, which included a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 10,280,000 Private Placement Warrant at a price of $1.00 per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of $10,280,000.
 
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Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $414,000,000 was placed in the Trust Account. We incurred $23,454,123 in Initial Public Offering related costs, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $684,123 of other offering costs.
For the sixnine months ended JuneSeptember 30, 2021, cash used in operating activities was $828,192.$986,259. Net income of $12,111,070$17,418,660 was affected by interest earned on marketable securities held in Trust Account of $10,717,$17,078, a change in fair value of warrant liabilities of $14,964,352,$20,031,789, a change in fair value of FPA of $241,321,$266,569, and transaction costs allocable to warrants of $2,092,043. Changes in operating assets and liabilities used $297,557$181,526 of cash for operating activities.
For the period from July 16, 2020 (inception) through September 30, 2020, cash used in operating activities was $0. Net loss of $5,000 was affected by payment of formation costs through issuance of Class B ordinary shares of $5,000.
As of JuneSeptember 30, 2021, we had investments held in the Trust Account of $414,010,717$414,017,078 (including approximately $10,717$17,078 of interest income) consisting of money market funds which invest primarily in U.S. Treasury Bills with a maturity of 185 days or less.Securities. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of JuneSeptember 30, 2021, we had cash of $840,920.$682,853. 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, plants or similar locations 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.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does 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 notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants.
We do not believe we will need to raise additional funds 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 a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Off-Balance
Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance
sheet arrangements as of JuneSeptember 30, 2021. 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 an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. We began incurring these fees on January 21, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
On August 24, 2020, we entered into a fee arrangement with Ms. Zhang pursuant to which, in consideration for her services as an independent director and her expertise to source and/or evaluate potential acquisition targets, we will pay Ms. Zhang a fee in the aggregate amount of $250,000, which is payable upon the closing of the Business Combination.
 
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Certain accredited investors (the “anchor investors”) have entered into forward purchase agreements which provide for the purchase by the anchor investors of an aggregate of 8,000,000 Class A ordinary shares, plus an aggregate of 2,000,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $80,000,000, or $10.00 per Class A ordinary share, in a private placement to close concurrently with the closing of a Business Combination. The proceeds from the sale of forward purchase shares may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital in the post-transaction company. These purchases will be made regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide us with a minimum funding level for a Business Combination. The anchor investors will not have the ability to approve a Business Combination prior to the signing of a material definitive agreement and, if we seek shareholder approval, have agreed to vote their Founder Shares and any Public Shares held by them in favor of a Business Combination. The forward purchase securities will be issued only in connection with the closing of a Business Combination.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Derivative Financial Instruments
We evaluatesevaluate our 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.
We account for the Warrants and FPA in accordance with the guidance contained in ASC
815-40,
under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities and the FPA as liabilitiesan asset at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These liabilities and asset are subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations.
Class A Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including 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 our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheet.
Net Income (loss) Per Ordinary Share
We apply the
two-class
method in calculating earnings per share. Net income (loss) per ordinary share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted for Class B
non-redeemable
ordinary shares is calculated by dividing the net income (loss), less income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B
non-redeemable
ordinary shares outstanding for the periods presented.
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2020-06,
Debt — Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic
815-40)
(“ASU
2020-06”)
to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use the
if-converted
method for all convertible instruments. ASU
2020-06
is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We adopted ASU
2020-06
effective January 1, 2021. The adoption of ASU
2020-06
did not have an impact on our financial statements.
 
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Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
Item 3.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that informationAs required to be disclosed by us in our
Rules 13a-15
and
15d-15
under the Exchange Act, reports is recorded, processed, summarized,our Chief Executive Officer and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conductedChief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter ended JuneSeptember 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.2021. Based on thisupon their evaluation, our principal executive officerChief Executive Officer and principal financial and accounting officer haveChief Financial Officer concluded that during the period covered by this report, our disclosure controls and procedures (as defined in Rules 13a-15(e)
13a-15
(e) and 15d-15(e)
15d-15
(e) under the Exchange Act) were not effective due to a material weakness in internal controls over financial reporting related to inaccurate accounting for warrants issued in connection with our Initial Public Offering and private placement and our FPA. To address this material weakness, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we have been working on enhancing these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. Our remedial measures include providing enhanced access to accounting literature, research materials and documents and increased communication among its personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Other than this issue, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
effective.
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, 2021 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, as the circumstances that led to the restatement of our financial statements described in this Report had not yet been identified.reporting.
Our internal control over financial reporting did not result inThe material weakness discussed below was remediated during the proper classification of our warrants. Since their issuance, our warrants were previously accounted for as equity within our balance sheet. On April 12, 2021, the SEC Staff issued a Staff Statement (the “SEC Staff Statement”) in which 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. After discussion and evaluation, taking into consideration the SEC Staff Statement, including with our independent auditors, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement.quarter ended September 30, 2021.
To remediate this
Remediation of a Material weakness in Internal Control over Financial Reporting
We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness we have been implementing a remediation plan with assistance from our accounting advisorspreviously identified and have dedicated significant resources and efforts to the remediation and improvement ofenhance our internal control over financial reporting. WhileIn light of the material weakness, we haveenhanced our processes to identify and appropriately apply applicable accounting requirements we have been working on enhancing our systemto better evaluate and understand the nuances of evaluating and implementing the complex accounting standards that apply to our financial statements. We adopted new strategies to comply with the accounting standards, which includestatements, 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 elementsforegoing actions, which we believe remediated the material weakness in internal control over financial reporting, were completed as of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.date of September 30, 2021.
PART II—OTHER INFORMATION
Item 1.
Item 1. Legal Proceedings
None.
 
Item 1A.
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Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus for its Initial Public Offering filed with the SEC. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus for its Initial Public Offering filed with the SEC.
Item 2.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On January 26, 2021, we consummated the Initial Public Offering of 41,400,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $414,000,000. Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. acted as joint book-running managers of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form
S-1
(No.
333-251917).
The Securities and Exchange Commission declared the registration statements effective on January 21, 2021.
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Simultaneously with the consummation of the Initial Public Offering, the Sponsor consummated the private placement of an aggregate of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $10,280,000. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.
Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Placement Warrants, an aggregate of $414,000,000 was placed in the Trust Account.
We paid a total of $8,280,000 in underwriting discounts and commissions and $684,123 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $14,490,000 in underwriting discounts and commissions, which will be paid upon the consummation of our initial Business Combination.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form
10-Q.
Item 3. Defaults Upon Senior Securities
NoneNone.
Item 4. Mine Safety Disclosures
NoneNone.
Item 5. Other Information
NoneNone.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form
10-Q.
 
No.
  
Description of Exhibit
  31.1*  Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1**  Certification of Principal Executive Officer and Principal Financial and Accounting 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 Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*  Inline XBRL Taxonomy Extension Schema Document
101.CAL*  Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*  
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*  Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*  
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*  Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
*
Filed herewith.
**
Furnished herewith.
 
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: November 15, 2021  
PRIMAVERA CAPITAL ACQUISITION CORPORATION
Date: August 16, 2021  By: 
/s/ Tong Chen
  Name: Tong Chen
  Title: 
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and
Principal Financial and Accounting Officer)
 
 
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