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 quarterly period ended SeptemberJune 30, 20212022
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
Commission file number:001-40811
SOAR TECHNOLOGY ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Cayman Islands | 98-1580216 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
228 Park Avenue S PMB 74335 New York, New York | 10003 | |
(Address of principal executive offices) | (Zip Code) | |
(212) 503-2855
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | FLYA.U | New York Stock Exchange | ||
Class A ordinary shares, par value $0.0001 per share | FLYA | New York Stock Exchange | ||
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | FLYA.WT | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 RegulationS-T( 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, anon-accelerated12b-2of12b-2of 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 Rule12b-2ofRule12b-2of the Exchange Act). Yes ☒ No ☐
As of November 12, 2021,August 10, 2022, there were 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 7,666,667 Class B ordinary shares, par value $0.00009 per share, issued and outstanding.
SOAR TECHNOLOGY ACQUISITION CORP.
FORMSEPTEMBERJUNE 30, 20212022
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
ASSETS | ||||
Current assets | ||||
Cash and cash equivalents | $ | 1,738,344 | ||
Prepaid expenses | 627,088 | |||
Total Current Assets | 2,365,432 | |||
Marketable securities held in Trust Account | 236,900,000 | |||
TOTAL ASSETS | $ | 239,265,432 | ||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||
Current liabilities | ||||
Accrued expenses | $ | 6,965 | ||
Accrued offering costs | 3,598 | |||
Promissory note – related party | 132,446 | |||
| Total Current Liabilities | 143,009 | |||
Deferred underwriting fee payable | 8,050,000 | |||
Warrant Liability | 14,458,334 | |||
Total Liabilities | 22,651,343 | |||
Commitments and Contingencies | 0 | |||
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value | 236,900,000 | |||
Shareholders’ Deficit | ||||
Preference shares, each having a par or nominal value of $0.0001; 5,000,000 shares authorized; NaN issued and outstanding | 0— | |||
Class B ordinary shares, each having a par or nominal value of approximately $0.00009; 53,333,345.5 shares authorized; 7,666,667 shares issued and outstanding | 690 | |||
Accumulated Deficit | (20,286,601 | ) | ||
Total Shareholders’ Deficit | (20,285,911 | ) | ||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | 239,265,432 | ||
June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 1,297,556 | $ | 1,486,972 | ||||
| Prepaid expenses | 374,194 | 353,541 | ||||||
| Total current assets | 1,671,750 | 1,840,513 | ||||||
| Other noncurrent assets | 77,828 | 233,482 | ||||||
| Investments held in Trust Account | 237,313,736 | 236,903,949 | ||||||
| TOTAL ASSETS | $ | 239,063,314 | $ | 238,977,944 | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 526,533 | $ | 71,214 | ||||
| Accrued offering costs | — | 1,098 | ||||||
| Total current liabilities | 526,533 | 72,312 | ||||||
| Deferred underwriting fee payable | 8,050,000 | 8,050,000 | ||||||
| Warrant liabilities | 2,660,000 | 10,189,334 | ||||||
| TOTAL LIABILITIES | 11,236,533 | 18,311,646 | ||||||
| Commitments and contingencies (see Note 6) | ||||||||
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 23,000,000 shares at redemption value as of June 30, 2022 and December 31, 2021 | 237,313,736 | 236,903,949 | ||||||
| Shareholders’ Deficit | ||||||||
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | — | — | ||||||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, no shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021 | — | — | ||||||
| Class B ordinary shares, each having a par or nominal value of approximately $0.00009; 53,333,345.5 shares authorized; 7,666,667 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | 690 | 690 | ||||||
| Accumulated deficit | (9,487,645 | ) | (16,238,341 | ) | ||||
| Total Shareholders’ Deficit | (9,486,955 | ) | (16,237,651 | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | 239,063,314 | $ | 238,977,944 | ||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
Three Months Ended September 30, 2021 | For the Period from January 29, 2021 (Inception) through September 30, 2021 | |||||||
Formation and operational costs | $ | 30,451 | $ | 39,638 | ||||
Loss from operations | (30,451 | ) | (39,638 | ) | ||||
Other expense: | ||||||||
Transaction costs allocated to warrants associated with the Initial Public Offering | (373,194 | ) | (373,194 | ) | ||||
Change in fair value of warrant liability | (673,667 | ) | (673,667 | ) | ||||
Other expense, net | (1,046,861 | ) | (1,046,861 | ) | ||||
Net loss | $ | (1,077,312 | ) | $ | (1,086,499 | ) | ||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption | 2,750,000 | 1,032,653 | ||||||
Basic and diluted net loss per share, Class A ordinary shares subject to redemption | $ | (0.11 | ) | $ | (0.14 | ) | ||
Basic and diluted weighted average shares outstanding, Class B ordinary shares | 6,786,232 | 6,711,565 | ||||||
Basic and diluted net loss per share, Class B ordinary shares | $ | (0.11 | ) | $ | (0.14 | ) | ||
(UNAUDITED)
Three Months Ended June 30, | Six Months June 30, | For The Period From June 30, | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Formation and operational costs | $ | 416,273 | $ | 4,165 | $ | 778,638 | $ | 9,187 | ||||||||
| Loss from operations | (416,273 | ) | (4,165 | ) | (778,638 | ) | (9,187 | ) | ||||||||
| Other income: | ||||||||||||||||
| Change in fair value of warrant liabilities | 3,696,666 | — | 7,529,334 | — | ||||||||||||
| Interest earned on investments held in Trust Account | 392,422 | — | 508,050 | — | ||||||||||||
| Unrealized loss on marketable securities held in Trust Account | (134,547 | ) | — | (98,263 | ) | — | ||||||||||
| Other income, net | 3,954,541 | — | 7,939,121 | — | ||||||||||||
| Net income (loss) | $ | 3,538,268 | $ | (4,165 | ) | $ | 7,160,483 | $ | (9,187 | ) | ||||||
| Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption | 23,000,000 | — | 23,000,000 | — | ||||||||||||
| Basic and diluted net income per share, Class A ordinary shares subject to redemption | $ | 0.12 | $ | — | $ | 0.23 | $ | — | ||||||||
| Basic and diluted weighted average shares outstanding, Class B ordinary shares | 7,666,667 | 6,666,667 | 7,666,667 | 6,666,667 | ||||||||||||
| Basic and diluted net income (loss) per share, Class B ordinary shares | $ | 0.12 | $ | (0.00 | ) | $ | 0.23 | $ | (0.00 | ) | ||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
SOAR TECHNOLOGY ACQUISITION CORP.
CONDENSED STATEMENTSTATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022
| Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance — January 1, 2022 | — | $ | — | 7,666,667 | $ | 690 | $ | — | $ | (16,238,341 | ) | $ | (16,237,651 | ) | ||||||||||||||
| Accretion of Class A ordinary shares to redemption value | — | — | — | — | — | (151,912 | ) | (151,912 | ) | |||||||||||||||||||
| Net income | — | — | — | — | — | 3,622,215 | 3,622,215 | |||||||||||||||||||||
| Balance – March 31, 2022 | — | $ | — | 7,666,667 | $ | 690 | $ | — | $ | (12,768,038 | ) | $ | (12,767,348 | ) | ||||||||||||||
| Accretion of Class A ordinary shares to redemption value | — | — | — | — | — | (257,875 | ) | (257,875 | ) | |||||||||||||||||||
| Net income | — | — | — | — | — | 3,538,268 | 3,538,268 | |||||||||||||||||||||
| Balance – June 30, 2022 | — | $ | — | 7,666,667 | $ | 690 | $ | — | $ | (9,487,645 | ) | $ | (9,486,955 | ) | ||||||||||||||
THREE MONTHS ENDED SEPTEMBERJUNE 30, 2021 AND
FOR THE PERIOD FROM
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) Equity | ||||||||||||||||||||||
Balance — January 29, 2021 (Inception) | 0— | $ | 0— | 0— | $ | 0— | $ | 0— | $ | 0— | $ | 0— | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 7,666,667 | 767 | 24,233 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (5,022 | ) | (5,022 | ) | |||||||||||||||||||
Balance – March 31, 2021 | 0— | $ | 0— | 7,666,667 | $ | 767 | $ | 24,233 | $ | (5,022 | ) | $ | 19,978 | |||||||||||||||
Net loss | — | — | — | — | — | (4,165 | ) | (4,165 | ) | |||||||||||||||||||
Balance – June 30, 2021 | 0— | $ | 0— | 7,666,667 | $ | 767 | $ | 24,233 | $ | (9,187 | ) | $ | 15,813 | |||||||||||||||
Sale of Private Placement Warrants | — | — | — | — | 6,742,595 | — | 6,742,595 | |||||||||||||||||||||
Class B ordinary shares stock split | — | — | — | (77 | ) | — | 77 | — | ||||||||||||||||||||
Accretion of Class A ordinary shares to redemption value | — | — | — | — | (6,766,828 | ) | (19,200,179 | ) | (25,967,007 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (1,077,312 | ) | (1,077,312 | ) | |||||||||||||||||||
Balance – September 30, 2021 | 0— | $ | 0— | 7,666,667 | $ | 690 | $ | 0— | $ | (20,286,601 | ) | $ | (20,285,911 | ) | ||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance — January 29, 2021 (Inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Issuance of Class B ordinary shares to Sponsor | — | — | 7,666,667 | 690 | 24,310 | — | 25,000 | |||||||||||||||||||||
| Net loss | — | — | — | — | — | (5,022 | ) | (5,022 | ) | |||||||||||||||||||
| Balance – March 31, 2021 | — | $ | — | 7,666,667 | $ | 690 | $ | 24,310 | $ | (5,022 | ) | $ | 19,978 | |||||||||||||||
| Net loss | — | — | — | — | — | (4,165 | ) | (4,165 | ) | |||||||||||||||||||
| Balance – June 30, 2021 | — | $ | — | 7,666,667 | $ | 690 | $ | 24,310 | $ | (9,187 | ) | $ | 15,813 | |||||||||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
Cash Flows from Operating Activities: | ||||
Net loss | $ | (1,086,499 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Formation cost paid by Sponsor in exchange for issuance of Founder Shares | 5,000 | |||
Transaction costs allocated to warrants associated with the Initial Public Offering | 373,194 | |||
Change in the fair value of warrant liability | 673,667 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (627,088 | ) | ||
Accrued expenses | 6,965 | |||
Net cash used in operating activities | (654,761 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (236,900,000 | ) | ||
Net cash used in investing activities | (236,900,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 225,400,000 | |||
Proceeds from sale of Private Placement Warrants | 14,500,000 | |||
Proceeds from promissory note – related party | 132,446 | |||
Payment of offering costs | (739,341 | ) | ||
Net cash provided by financing activities | 239,293,105 | |||
Net Change in Cash | 1,738,344 | |||
Cash – Beginning of period | — | |||
Cash – End of period | $ | 1,738,344 | ||
Non-Cash investing and financing activities: | ||||
Offering costs included in accrued offering costs | $ | 3,598 | ||
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | $ | 20,000 | ||
Initial classification of ordinary share subject to possible redemption | $ | 236,900,000 | ||
Deferred underwriting fee payable | $ | 8,050,000 | ||
(UNAUDITED)
Six Months June 30, | For the June 30, | |||||||
| 2022 | 2021 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | 7,160,483 | $ | (9,187 | ) | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Formation cost paid by Sponsor in exchange for issuance of Founder Shares | — | 5,000 | ||||||
| Change in fair value of warrant liabilities | (7,529,334 | ) | — | |||||
| Unrealized loss on marketable securities held in Trust Account | 98,263 | — | ||||||
| Interest earned on investments held in Trust Account | (508,050 | ) | — | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | (20,653 | ) | (835 | ) | ||||
| Accounts payable and accrued expenses | 455,319 | — | ||||||
| Accrued offering costs | (1,098 | ) | — | |||||
| Other noncurrent assets | 155,654 | — | ||||||
| Net cash used in operating activities | (189,416 | ) | (5,022 | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from promissory note – related party | — | 125,446 | ||||||
| Payment of offering costs | — | (119,446 | ) | |||||
| Net cash provided by financing activities | — | 6,000 | ||||||
| Net Change in Cash | (189,416 | ) | 978 | |||||
| Cash – Beginning | 1,486,972 | — | ||||||
| Cash – Ending | $ | 1,297,556 | $ | 978 | ||||
| Non-Cash Investing and Financing Activities: | ||||||||
| Offering costs included in accrued offering costs | $ | — | $ | 393,454 | ||||
| Offering costs paid by Sponsor in exchange for issuance of founder shares | $ | — | $ | 20,000 | ||||
| Accretion of Class A ordinary share subject to possible redemption | $ | 409,787 | — | |||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
SOAR TECHNOLOGY ACQUISITION CORP.
JUNE 30, 20212022
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
SOAR Technology Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 29, 2021. 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”).
The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. 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 SeptemberJune 30, 2021,2022, the Company had not commenced any operations. All activity for the period from January 29, 2021 (inception) through SeptemberJune 30, 20212022 relates to the Company’s formation, the 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
The Registration Statement on Form(the (the “Registration Statement”) for the Company’s Initial Public Offering was declared effective on September 15, 2021. On September 20, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “PublicShares” Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,666,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to SOAR Technology Sponsor, LP (the “Sponsor”), generating gross proceeds of $14,500,000, which is described in Note 4.
Transaction costs amounted to $13,412,940, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $762,940 of other offering costs.
Following the closing of the Initial Public Offering on September 20, 2021, an amount of $236,900,000 ($10.30 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”) which will bewas invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 meeting the conditions of Rule2a-7of 2a-7of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (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 of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing 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 (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on 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. There is no assurance that the Company will be able to successfully complete 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 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 $10.30 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 Company’s prospectus relating to its Initial Public Offering filed with the SEC on September 17, 2021. The7)6). There will be no redemption rights in connection with a Business Combination with respect to the Company’s warrants.
SOAR TECHNOLOGY ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution or such other vote as required by law or stock exchange rule. 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 (the “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 its Founder Shares (as defined in Note 5) 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.
Each initial shareholder 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
The Company will have until December 20, 2022 (or up to June 20, 2023, if applicable) from the closing of the Initial Public Offering 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
Each initial shareholder 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 7)6) 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 $10.30 per unit.
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) $10.30 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 $10.30 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as 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 Trust Account.
SOAR TECHNOLOGY ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
Liquidity and Going Concern
As of June 30, 2022, the Company had $1,297,556 in its operating bank account and working capital of $1,145,217. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, may provide the Company with Working Capital Loans (as defined below) (see Note 5).
The Company may raise additional capital through loans or additional investments from the Sponsors or its stockholders, officers, directors or third parties. The Company’s officers and directors and the Sponsors may but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, to meet its needs through the consummation of a Business Combination.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 20, 2022 (or up to June 20, 2023, if applicable) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 20, 2022 (or June 20, 2023, if applicable).
Risks and Uncertainties
Management continues to evaluate the impact of the
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements as of June 30, 2022 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
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus relating to its Initial Public Offering filed with the SEC on September 17, 2021, as well as the Company’s CurrentAnnual Report on Form8-K,September 24, 2021.March 28, 2022. The interim results for the three and six months ended SeptemberJune 30, 2021 and for the period from January 29, 2021 (inception) through September 30, 2021 are2022 is not necessarily indicative of the results to be expected for the year ending December 31, 20212022 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, as amended (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, 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.
SOAR TECHNOLOGY ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(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
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. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
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 0tnot have any cash equivalents as of SeptemberJune 30, 2022 and December 31, 2021.
Investments Held in Trust Account
At SeptemberJune 30, 2022, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its U.S. Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities”. Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity Treasury securities are recorded at amortized costs and adjusted for the amortization or accretion of premiums or discounts. As of June 30, 2022, the investment in the Company’s Trust Account consisted of $583 in cash and $237,313,153 in U.S. Treasury securities. All of the U.S. Treasury securities will mature on August 18, 2022. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value.
At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account will be included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, 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, at SeptemberJune 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equitydeficit section of the Company’s balance sheet.
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. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.
SOAR TECHNOLOGY ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
At SeptemberJune 30, 2022 and December 31, 2021, the Class A ordinary share reflected in the condensed balance sheetsheets are reconciled in the following table:
| Gross proceeds | $ | 230,000,000 | ||
| Less: | ||||
| Proceeds allocated to Public Warrants | $ | (6,003,000 | ) | |
| Class A ordinary shares issuance costs | (13,064,007 | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | $ | 25,970,956 | ||
| Class A ordinary shares subject to possible redemption, December 31, 2021 | $ | 236,903,949 | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | 409,787 | |||
| Class A ordinary shares subject to possible redemption, June 30, 2022 | $ | 237,313,736 |
Gross proceeds | $ | 230,000,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | $ | (6,003,000 | ) | |
Class A ordinary shares issuance costs | (13,064,007 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | $ | 25,967,007 | ||
Class A ordinary shares subject to possible redemption | $ | 236,900,000 | ||
Warrant Liabilities
The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASCPublic Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will beis used as the fair value as of each relevant date.date for valuing the Public Warrants. The Private Placement Warrants are valued using a Black Scholes simulation.
Offering Costs
Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statementstatements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC Topic 740 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 SeptemberJune 30, 2022 and December 31, 2021, there were 0no unrecognized tax benefits and 0no 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.
Net LossIncome (Loss) per Ordinary Share
The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net lossincome (loss) per ordinary share is computed by dividing net lossincome (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applieshas two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income (losses) are shared pro rata between thetwo-classmethod in calculating two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net loss per share.income (loss) by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from net lossearnings per share as the redemption value approximates fair value.
SOAR TECHNOLOGY ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
The calculation of diluted net lossincome (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase
The following table reflects the calculation of basic and diluted net lossincome (loss) per ordinary share (in dollars, except per share amounts):
| Three Months Ended June 30, | Six Months Ended | For the Period from January 29, 2021 (Inception) through | ||||||||||||||||||||||||||||||
| 2022 | 2021 | June 30, 2022 | June 30, 2021 | |||||||||||||||||||||||||||||
| Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
| Basic and diluted net income (loss) per ordinary share | ||||||||||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||||||||
| Allocation of net income (loss), as adjusted | $ | 2,653,701 | $ | 884,567 | $ | — | $ | (4,165 | ) | $ | 5,370,362 | $ | 1,790,121 | $ | — | $ | (9,187 | ) | ||||||||||||||
| Denominator: | ||||||||||||||||||||||||||||||||
| Basic and diluted weighted average shares outstanding | 23,000,000 | 7,666,667 | — | 6,666,667 | 23,000,000 | 7,666,667 | — | 6,666,667 | ||||||||||||||||||||||||
| Basic and diluted net income (loss) per ordinary share | $ | 0.12 | $ | 0.12 | $ | — | $ | (0.00 | ) | $ | 0.23 | $ | 0.23 | $ | — | $ | (0.00 | ) | ||||||||||||||
Three Months Ended September 30, 2021 | For the Period from January 29, 2021 (Inception) through September 30, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net loss per ordinary share | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net loss, as adjusted | $ | (310,669 | ) | $ | (766,643 | ) | $ | (144,879 | ) | $ | (941,620 | ) | ||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average shares outstanding | 2,750,000 | 6,786,232 | 1,032,653 | 6,711,565 | ||||||||||||
Basic and diluted net loss per ordinary share | $ | (0.11 | ) | $ | (0.11 | ) | $ | (0.14 | ) | $ | (0.14 | ) | ||||
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 CoverageCorporation coverage limit of $250,000. The Company has not experienced losses on these accounts.
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 sheet,sheets, primarily due to their short-term nature.
Derivative Financial Instruments
The Company evaluates its financial instrument to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and revalued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheetsheets as current or
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
SOAR TECHNOLOGY ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
NOTE 3. PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriters of their overallotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $14,500,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9)8). A portion of the proceeds from the Private Placement Warrants were added to the net 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 the Private Placement Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On February 5, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration of 7,187,500 Class B ordinary shares (the “Founder Shares”). On February 18, 2021, the Sponsor transferred 25,000 Founder Shares to each of Martha Tredgett and Greg Greeley, in each case for consideration of $87, resulting in the Sponsor holding 7,137,500 Founder Shares. On August 31, 2021, the Company effected a split of the outstanding Class B ordinary shares, resulting in the Sponsor holding 7,613,335 Founder Shares and Martha Tredgett and Greg Greeley each holding 26,666 Founder Shares (see Note 8).Shares. All share and
Each initial shareholder has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier 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
Promissory Note — Related Party
On February 5, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is payable on the earlier of December 31, 2021 and the completion of the Initial Public Offering. As of September 30, 2021, there was $132,446 outstanding under the Promissory Note. The Promissory Note was repaid in full on October 22, 2021. As of June 30, 2022 and December 31, 2021, there was $0 outstanding under the Promissory Note.
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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of SeptemberJune 30, 2022 and December 31, 2021, the Company had 0no outstanding borrowings under the Working Capital Loans.
SOAR TECHNOLOGY ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 20212022
(Unaudited)
The Company will have 15 months from the closing of the Initial Public Offering to complete a Business Combination (or up to 21 months if it extends the period of time to consummate a Business Combination in accordance with the terms described below). If the Company anticipates that it may not be able to consummate a Business Combination within 15 months, it may, but is not obligated to, extend the period of time to consummate a Business Combination two times by an additional three months each time (for a total of up to 21 months to complete a Business Combination); provided that the Sponsor (or its designees) must deposit into the trust account funds equal to an aggregate of $2,300,000 or $0.10 per Public Share, on or prior to the date of the applicable deadline for each of the available three month extensions, providing a total possible business combination period of 21 months at a total payment value of $4,600,000, in exchange for a
Administrative Services Agreement
The Company entered into an agreement, commencing on September 15, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor an amount not to exceed $33,333 per month for office space and secretarial and administrative services. For the three and six months ended June 30, 2022, the Company incurred $33,445 and $58,046 in fees related to these services, which are included in accrued expenses in the accompanying condensed balance sheets as of June 30, 2022, respectively. For the three months ended June 30, 2021 and for the period from January 29, 2021 (inception) through June 30, 2021, the Company did not incur any fees for these services.
NOTE 6. COMMITMENTS
Registration and Shareholders Rights
Pursuant to a registration rights agreement entered into on September 15, 2021, the holders of the Founder Shares, 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 and warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make 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. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. 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 $8,050,000 in the aggregate. As a result of the underwriters’ election to fully exercise their over-allotment option on September 20, 2021, the underwriters are entitled to a deferred fee of $8,050,000. 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.
NOTE 7. SHAREHOLDERS’ EQUITY
Preference Shares
Class
Class
Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. In connection with a Business Combination, the Company may enter into a shareholdersshareholder’s agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other governance arrangements that differ from those in effect upon completion of the Initial Public Offering.
SOAR TECHNOLOGY ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
NOTE 8. WARRANT LIABILITY
Warrants
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, or a valid exemption from registration is available. No 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.
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the Registration Statement or a new registration statement for the registration, 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 within 60 business days following the closing of a Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the expiration or redemption 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 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. In addition, 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 the 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 elects to do so, the Company will not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants and, in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the Class A ordinary shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of warrants when the price per Class
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
| ● | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. |
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
| ● | in whole and not in part; |
SOAR TECHNOLOGY ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 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;2022
(Unaudited)
| ● | 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 closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption of the warrant holders. |
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.
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 holders of the Class B ordinary shares or their respective affiliates, without taking into account any Founder Shares held by the Sponsor, holders of the Class B ordinary shares 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 after 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 $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
As of SeptemberJune 30, 2022 and December 31, 2021, there are 9,666,667 outstanding Private Placement Warrants. 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
NOTE 9. FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are
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 our assessment of the assumptions that market participants would use in pricing the asset or liability. | |||
SOAR TECHNOLOGY ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at SeptemberJune 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description | Level | June 30, 2022 | December 31, 2021 | |||||||||
| Assets: | ||||||||||||
| Investments held in Trust Account | 1 | $ | 237,313,736 | $ | 236,903,949 | |||||||
| Liabilities: | ||||||||||||
| Warrant Liability – Public Warrants | 1 | 920,000 | 4,370,000 | |||||||||
| Warrant Liability – Private Placement Warrants | 3 | 1,740,000 | 5,819,334 | |||||||||
Description | Level | September 30, 2021 | ||||||
Assets: | ||||||||
Marketable securities held in Trust Account | 1 | $ | 236,900,000 | |||||
Liabilities: | ||||||||
Warrant liability – Public Warrants | 3 | $ | 6,348,000 | |||||
Warrant liability – Private Placement Warrants | 3 | $ | 8,110,334 | |||||
The Warrants were accounted for as liabilities in accordance with ASCsheet.sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statements of operations.
The quoted market price was used as the fair value as of each relevant date for valuing the Public Warrants. The Private Placement Warrants were valued using a Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility that is derived from a combination of the ordinary shares. The expectedCompany’s implied volatility was derivedof its Public Warrants and from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price will be used as the fair value as of each relevant date.
The following table provides quantitative information regarding Level 3 fair value measurements:
June 30, 2022 | December 31, 2021 | |||||||
| Stock price | $ | 10.17 | $ | 10.11 | ||||
| Exercise price | $ | 11.50 | $ | 11.50 | ||||
| Expected term (in years) | 5.46 | 5.71 | ||||||
| Volatility | — | % | 8.6 | % | ||||
| Risk-free rate | 2.97 | % | 1.32 | % | ||||
| Dividend yield | — | % | — | % | ||||
September 20, 2021 (Initial Measurement) | September 30, 2021 | |||||||
Stock price | $ | 10.00 | $ | 10.00 | ||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Expected term (in years) | 6.0 | 5.96 | ||||||
Volatility | 12.6 | % | 12.6 | % | ||||
Risk-free rate | 0.95 | % | 1.14 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % | ||||
The following table presents the changes in the fair value of Level 3 warrant liabilities:
| Private Placement | Public | Warrant Liabilities | ||||||||||
| Fair value as of December 31, 2021 | $ | 5,819,334 | $ | — | $ | 5,819,334 | ||||||
| Change in valuation inputs or other assumptions | (2,146,001 | ) | — | (2,146,001 | ) | |||||||
| Fair value as of March 31, 2022 | $ | 3,673,333 | $ | — | $ | 3,673,333 | ||||||
| Change in valuation inputs or other assumptions | (1,933,333 | ) | — | (1,933,333 | ) | |||||||
| Fair value as of June 30, 2022 | $ | 1,740,000 | $ | — | $ | 1,740,000 | ||||||
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of January 29, 2021 (inception) | $ | 0 | $ | 0 | $ | 0 | ||||||
Initial measurement on September 20, 2021 | 7,781,667 | 6,003,000 | 13,784,667 | |||||||||
Change in valuation inputs or other assumptions | 328,667 | 345,000 | 673,667 | |||||||||
Fair value as of September 30, 2021 | $ | 8,110,334 | $ | 6,348,000 | $ | 14,458,334 | ||||||
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. There were 0No transfers in or out of Level 3 from other levels inoccurred during the fair value hierarchy for the period from January 29, 2021 (inception) through Septemberthree and six months ended June 30, 2021.2022.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us”, “our” or the “Company” refer to SOAR Technology Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to SOAR Technology Sponsor, LP. 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 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 Form10-Qincluding,Form10-Qincluding, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the proposed 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, including that the conditions of the proposed Business Combination are not satisfied. 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 prospectus relating to its Initial Public OfferingAnnual Report on Form 10-K filed with the SEC on September 17, 2021.March 28, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on January 29, 2021 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 January 29, 2021 (inception) through SeptemberJune 30, 20212022 were organizational activities, those necessary to prepare for 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 expect to generate
For the three months ended SeptemberJune 30, 2021,2022, we had a net lossincome of $1,077,312,$3,538,268, which consists of formation and operational costs of $30,451, transaction costs allocated to warrants associated with the Initial Public Offering of $373,194, and the change in fair value of warrant liabilities of $673,667.$3,696,666 and interest earned on marketable securities held in the Trust Account of $392,422, offset by formation and operational costs of $416,273 and unrealized loss on marketable securities held in the Trust Account of $134,547.
For the six months ended June 30, 2022, we had a net income of $7,160,483, which consists of the change in fair value of warrant liabilities of $7,529,334 and interest earned on marketable securities held in the Trust Account of $508,050, offset by formation and operational costs of $778,638 and unrealized loss on marketable securities held in the Trust Account of $98,263.
For the three months ended June 30, 2021, we had a net loss of $4,165, which consists of formation and operational costs.
For the period from January 29, 2021 (inception) through SeptemberJune 30, 2021, we had a net loss of $1,086,499,$9,187 which consists of formation and operational costs of $39,638, transaction costs allocated to warrants associated with the Initial Public Offering of $373,194, and the change in fair value of warrant liabilities of $673,667.costs.
Liquidity and Capital Resources
On September 20, 2021, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 9,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $14,500,000.
Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private
For the six months ended June 30, 2022, cash used in operating activities was $189,416. Net income of $7,160,483 was affected by the change in fair value of warrant liabilities of $7,529,334 and interest earned on marketable securities held in the Trust Account of $508,050 and unrealized loss on marketable securities held in the Trust Account of $98,263. Changes in operating assets and liabilities provided $589,222 of cash for operating activities.
For the period from January 29, 2021 (inception) through SeptemberJune 30, 2021, cash used in operating activities was $654,761.$5,022. Net loss of $1,086,499$9,187 was affected by the formation costcosts paid by the Sponsor in exchange for issuance of Founder Sharesfounder shares of $5,000, transaction costs associated with the Initial Public Offering of $373,194, and the change in fair value of warrant liability of $673,667. Changeschanges in operating assets and liabilities
As of SeptemberJune 30, 2021,2022, we had marketable securities held in the Trust Account of $236,900,000$237,313,736 in a money market fund invested in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury.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 (less income taxes payable), 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 SeptemberJune 30, 2021,2022, we had cash of $1,738,344.$1,297,556. 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, 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 wouldwill 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 $2,000,000 of such loans may be convertible into warrants at a price of $1.50 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.
We have 15 months from the closing of the Initial Public Offering to complete a Business Combination (or up to 21 months if it extends the period of time to consummate a Business Combination in accordance with the terms described below). If we anticipate that we may not be able to consummate a Business Combination within 15 months, we may, but are not obligated to, extend the period of time to consummate a Business Combination two times by an additional three months each time (for a total of up to 21 months to complete a Business Combination); provided that the Sponsor (or its designees) must deposit into the trust account funds equal to an aggregate of $2,300,000 or $0.10 per Public Share, on or prior to the date of the applicable deadline for each of the available three month extensions, providing a total possible business combination period of 21 months at a total payment value of $4,600,000, in exchange for a non-interest bearing, unsecured promissory note (an “Extension Loan”). Any such Extension Loan may be converted into Private Placement Warrants, at a price of $1.50 per warrant at the option of the lender.
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
Going Concern
We have until December 20, 2022 to consummate a Business Combination (or up to June 20, 2023, if applicable). It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after December 20, 2022.
Off-Balance
We have no obligations, assets or liabilities, which would be consideredSeptemberJune 30, 2021.2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating
Contractual obligations
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 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.
Critical Accounting Policies
Accounting policies, methods 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 dateare an integral part of the financial statements prepared by management and incomeare based upon management’s current judgments. These judgments are normally based on knowledge and expenses duringexperience regarding past and current events and assumptions about future events. Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the periods reported. Actual results could materiallyfinancial statements and because of the possibility that future events affecting them may differ from those estimates. We have identifiedmanagement’s current judgments. While there are a number of accounting policies, methods and estimates that affect our financial statements, the following critical accounting policies:
Our significant accounting policies are summarized in calculating net loss per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from net loss per share as the redemption value approximates fair value.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensurewith the objective of ensuring that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periodsperiod specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and proceduresare also designed to ensurewith the objective of ensuring that such information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officerthe chief executive officer and Chief Financial Officer,chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
We do not expect that our disclosure controls and procedures (as definedwill prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in Rules13a-15(e)all disclosure controls and15d-15(e) procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under the Exchange Act) were effective.all potential future conditions.
Changes in Internal Control Overover Financial Reporting
There waswere no changechanges in our internal control over financial reporting that occurred(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form10-Qhashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in the Company’s prospectus relating to its Initial Public OfferingAnnual Report on Form 10-K filed with the SEC on September 17, 2021.March 28, 2022. Any of these risk factors could result in a significant or material adverse effect on the Company’s business, financial condition and/or results of operations. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Company’s prospectus relating to its Initial Public OfferingAnnual Report on Form 10-K filed with the SEC on September 17, 2021.March 28, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.Proceeds
On September 20, 2021, we consummated the Initial Public Offering of 23,000,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $230,000,000. J.PJ.P. Morgan, RBC Capital Market,Markets and BTIG acted as joint book-running managers of the Initial Public Offering. The offer and sale of the securities in the Initial Public Offering were registered under the Securities Act pursuant to the Registration Statement. The Securities and Exchange Commission declared the Registration Statement effective on September 15, 2021.
Simultaneous with the consummation of the Initial Public Offering, the Sponsor consummated the private placement of an aggregate of 9,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating total proceeds of $14,500,000. Each Unit consists of one Class A ordinary share and
The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement 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 Private Placement Warrants, an aggregate of $236,900,000 was placed in the Trust Account.
We paid a total of $4,600,000 in underwriting discounts and commissions and $762,940 for other costs and expenses related to the Initial Public Offering.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
None
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
* | Filed herewith. |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SOAR TECHNOLOGY ACQUISITION CORP. | |||||||
Date: | By: | /s/ Joe Poulin | |||||
| Name: | Joe Poulin | ||||||
| Title: | Chief Executive Officer and Director | ||||||
(Principal Executive Officer) | |||||||
Date: | By: | /s/ Vicky Bathija | |||||
| Name: | Vicky Bathija | ||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) | |||||||
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