| Delaware (State or other jurisdiction of incorporation or organization) | | | 6770 (Primary Standard Industrial Classification Code Number) | | | 85-2533565 (I.R.S. Employer Identification Number) | |
| Gary Kashar Joel Rubinstein White & Case LLP 1221 Avenue of the Americas New York, NY 10020 Tel: (212) 819-8200 | | | Derek Dostal Roshni Banker Cariello Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 | |
| Large accelerated filer ☐ Non-accelerated filer ☒ | | | Accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☒ | |
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Title of Each Class of Security Being Registered | | | | Amount Being Registered | | | | Proposed Maximum Offering Price per Security(1) | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | | | | | Amount Being Registered | | | | Proposed Maximum Offering Price per Security(1) | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | | ||||||||||||||||||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant (2) | | | | 17,250,000 Units | | | | | $ | 10.00 | | | | | | $ | 172,500,000 | | | | | | $ | 18,819.75 | | | ||||||||||||||||||||||||||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (2) | | | | 20,125,000 Units | | | | | $ | 10.00 | | | | | | $ | 201,250,000 | | | | | | $ | 21,956.38 | | | ||||||||||||||||||||||||||
Shares of Class A common stock included as part of the units (3) | | | | 17,250,000 Shares | | | | | | — | | | | | | | — | | | | | | | —(4) | | | | | | 20,125,000 Shares | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Redeemable warrants included as part of the units (3) | | | | 5,750,000 Warrants | | | | | | — | | | | | | | — | | | | | | | —(4) | | | | | | 10,062,500 Warrants | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Shares of Class A common stock underlying warrants included as part of the units | | | | 5,750,000 Shares | | | | | $ | 11.50 | | | | | | $ | 66,125,000 | | | | | | $ | 7,214.24(5) | | | | | | 10,062,500 Shares | | | | | $ | 11.50 | | | | | | $ | 115,718,750 | | | | | | $ | 12,624.92(5) | | |
Total | | | | | | | | | | | | | | | | $ | 238,625,000 | | | | | | $ | 26,033.99 | | | | | | | | | | | | | | | | | | $ | 316,968,750 | | | | | | $ | 34,581.30(6) | | |
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| | Per Unit | | Total | | | Per Unit | | Total | | ||||||||||||||||
Public offering price | | | $ | 10.00 | | | | $ | 150,000,000 | | | | | $ | 10.00 | | | | $ | 175,000,000 | | | ||||
Underwriting discounts and commissions(1) | | | $ | 0.55 | | | | $ | 8,250,000 | | | | | $ | 0.55 | | | | $ | 9,625,000 | | | ||||
Proceeds, before expenses, to us | | | $ | 9.45 | | | | $ | 141,750,000 | | | | | $ | 9.45 | | | | $ | 165,375,000 | | |
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| | | | | F-1 | | |
| | February 2, 2021 | | | March 31, 2021 | | ||||||||
Working capital (deficiency) | | | $ | (96,485) | | | | | $ | (346,734) | | | ||
Total assets | | | $ | 119,889 | | | | | $ | 429,159 | | | ||
Total liabilities | | | $ | 96,485 | | | | | $ | 405,755 | | | ||
Stockholder's equity | | | $ | 23,404 | | | ||||||||
Stockholders’ equity | | | $ | 23,404 | | |
| | No Exercise of Over-allotment Option | | With Exercise of Over-allotment Option Exercised | | | No Exercise of Over-allotment Option | | With Exercise of Over-allotment Option Exercised | | ||||||||||||||||
Gross proceeds | | | | | | | | | | | | | | | | | | | | | | | ||||
Gross proceeds from units offered to public(1) | | | $ | 150,000,000 | | | | $ | 172,500,000 | | | | | $ | 175,000,000 | | | | $ | 201,250,000 | | | ||||
Gross proceeds from private placement warrants offered in the private placement | | | | 5,000,000 | | | | | 5,450,000 | | | | | | 5,975,000 | | | | | 6,500,000 | | | ||||
Total gross proceeds | | | $ | 155,000,000 | | | | $ | 177,950,000 | | | | | $ | 180,975,000 | | | | $ | 207,750,000 | | | ||||
Estimated offering expenses(2) | | | | | | | | | | | | | | | | | | | | | | | ||||
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion) (3) | | | $ | 3,000,000 | | | | $ | 3,450,000 | | | | | $ | 3,500,000 | | | | $ | 4,025,000 | | | ||||
Legal fees and expenses | | | | 275,000 | | | | | 275,000 | | | | | | 275,000 | | | | | 275,000 | | | ||||
Printing and engraving expenses | | | | 35,000 | | | | | 35,000 | | | | | | 35,000 | | | | | 35,000 | | | ||||
Accounting fees and expenses | | | | 60,000 | | | | | 60,000 | | | | | | 50,000 | | | | | 50,000 | | | ||||
SEC/FINRA Expenses | | | | 50,000 | | | | | 50,000 | | | | | | 83,000 | | | | | 83,000 | | | ||||
Travel and road show | | | | 20,000 | | | | | 20,000 | | | |||||||||||||||
Nasdaq listing and filing fees | | | | 55,000 | | | | | 55,000 | | | | | | 55,000 | | | | | 55,000 | | | ||||
Directors and officers insurance | | | | 500,000 | | | | | 500,000 | | | | | | 500,000 | | | | | 500,000 | | | ||||
Miscellaneous | | | | 5,000 | | | | | 5,000 | | | | | | 2,000 | | | | | 2,000 | | | ||||
Total offering expenses (other than underwriting commissions) | | | $ | 1,000,000 | | | | $ | 1,000,000 | | | | | $ | 1,000,000 | | | | $ | 1,000,000 | | | ||||
Proceeds after estimated offering expenses | | | $ | 151,000,000 | | | | $ | 173,500,000 | | | | | $ | 176,475,000 | | | | $ | 202,725,000 | | | ||||
Held in trust account(3) | | | $ | 150,000,000 | | | | $ | 172,500,000 | | | | | $ | 175,000,000 | | | | $ | 201,250,000 | | | ||||
% of public offering size | | | | 100.00% | | | | | 100.00% | | | | | | 100.0% | | | | | 100.0% | | | ||||
Not held in trust account | | | $ | 1,000,000 | | | | $ | 1,000,000 | | | | | $ | 1,475,000 | | | | $ | 1,475,000 | | |
| | Amount | | % of Total | | | Amount | | % of Total | | ||||||||||||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination (5) | | | | 500,000 | | | | | 50.0% | | | | | | 300,000 | | | | | 20.3% | | | ||||
Legal and accounting fees related to regulatory reporting obligations | | | | 100,000 | | | | | 10.0% | | | | | | 230,000 | | | | | 15.6% | | | ||||
Nasdaq and other regulatory fees | | | | 85,000 | | | | | 8.5% | | | | | | 85,000 | | | | | 5.8% | | | ||||
Payment of consulting fee to Co-Chief Executive Officers and Chief Financial Officer ($15,000 per month for up to 24 months) | | | | 360,000 | | | | | 24.4% | | | |||||||||||||||
Payment for office space, secretarial and administrative services | | | | 240,000 | | | | | 24.0% | | | | | | 240,000 | | | | | 16.3% | | | ||||
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target | | | | 50,000 | | | | | 5.0% | | | | | | 50,000 | | | | | 3.4% | | | ||||
Working capital to cover miscellaneous expenses | | | | 25,000 | | | | | 2.5% | | | | | | 210,000 | | | | | 14.2% | | | ||||
Total | | | $ | 1,000,000 | | | | | 100.0% | | | | | $ | 1,475,000 | | | | | 100.0% | | |
| | Without Over-allotment | | With Over-allotment | | | Without Over-allotment | | With Over-allotment | | ||||||||||||||||
Public offering price | | | $ | 10.00 | | | | $ | 10.00 | | | | | $ | 10.00 | | | | $ | 10.00 | | | ||||
Net tangible book deficit before this offering | | | | (0.02) | | | | | (0.02) | | | | | | (0.07) | | | | | (0.07) | | | ||||
Increase attributable to public stockholders | | | | 1.09 | | | | | 0.96 | | | | �� | | | 0.80 | | | | | 0.72 | | | |||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | 1.07 | | | | | 0.94 | | | | | | 0.73 | | | | | 0.65 | | | ||||
Dilution to public stockholders | | | $ | 8.93 | | | | $ | 9.06 | | | | | $ | 9.27 | | | | $ | 9.35 | | | ||||
Percentage of dilution to public stockholders | | | | 89.3% | | | | | 90.6% | | | | | | 92.7% | | | | | 93.5% | | |
| | Shares Purchased | | Total Consideration | | | Average Price per Share | | | Shares Purchased | | Total Consideration | | | Average Price per Share | | ||||||||||||||||||||||||||||||||||||||||||||||
| | Number | | Percentage | | Amount | | Percentage | | | Number | | Percentage | | Amount | | Percentage | | ||||||||||||||||||||||||||||||||||||||||||||
Initial Stockholders(l) | | | | 3,750,000 | | | | | 20.00% | | | | $ | 25,000 | | | | | 0.02% | | | | $ | 0.007 | | | | | | 4,375,000 | | | | | 20.00% | | | | $ | 25,000 | | | | | 0.01% | | | | $ | 0.006 | | | ||||||||||
Public Stockholders | | | | 15,000,000 | | | | | 80.00% | | | | | 150,000,000 | | | | | 99.98% | | | | $ | 10.00 | | | | | | 17,500,000 | | | | | 80.00% | | | | | 175,000,000 | | | | | 99.99% | | | | $ | 10.00 | | | ||||||||||
| | | | 18,750,000 | | | | | 100.00% | | | | $ | 250,025,000 | | | | | 100.00% | | | | | | | | | | | 21,875,000 | | | | | 100.00% | | | | $ | 175,025,000 | | | | | 100.00% | | | | | | | |
| | Without Over-allotment | | With Over-allotment | | | Without Over-allotment | | With Over-allotment | | ||||||||||||||||
Numerator: | | | | | | | | | | | | | | | | | | | | | | | ||||
Net tangible book deficit before this offering | | | $ | (96,485) | | | | $ | (96,485) | | | | | $ | (346,734) | | | | $ | (346,734) | | | ||||
Net proceeds from this offering and sale of the private placement warrants (l) | | | | 151,000,000 | | | | | 173,500,000 | | | | | | 176,475,000 | | | | | 202,725,000 | | | ||||
Plus: Offering costs paid in advance, excluded from tangible book value before this offering | | | | 119,889 | | | | | 119,889 | | | | | | 370,138 | | | | | 370,138 | | | ||||
Less: Warrant liability | | | | (14,725,000) | | | | | (16,562,500) | | | |||||||||||||||
Less: Deferred underwriting commissions | | | | (5,250,000) | | | | | (6,037,500) | | | | | | (6,125,000) | | | | | (7,043,750) | | | ||||
Less: Proceeds held in trust subject to redemption(2) | | | | (140,773,400) | | | | | (162,485,900) | | | | | | (150,648,400) | | | | | (174,142,150) | | | ||||
| | | $ | 5,000,004 | | | | $ | 5,000,004 | | | | | $ | 5,000,004 | | | | $ | 5,000,004 | | | ||||
Denominator: | | | | | | | | | | | | | | | | | | | | | | | ||||
Class B common stock outstanding prior to this offering | | | | 4,312,500 | | | | | 4,312,500 | | | | | | 5,031,250 | | | | | 5,031,250 | | | ||||
Class B common stock forfeited if over-allotment is not exercised | | | | (562,500) | | | | | — | | | | | | (656,250) | | | | | — | | | ||||
Class A common stock included in the units offered | | | | 15,000,000 | | | | | 17,250,000 | | | | | | 17,500,000 | | | | | 20,125,000 | | | ||||
Less: Shares subject to redemption | | | | (14,077,340) | | | | | (16,248,590) | | | | | | (15,064,840) | | | | | (17,414,215) | | | ||||
| | | | 4,672,660 | | | | | 5,313,910 | | | | | | 6,810,160 | | | | | 7,742,035 | | |
| | As of February 2, 2021 | | | As of March 31, 2021 | | ||||||||||||||||||||
| | Actual | | As Adjusted | | | Actual | | As Adjusted | | ||||||||||||||||
Note payable to related party(1) | | | $ | — | | | | $ | — | | | | | $ | 162,394 | | | | $ | — | | | ||||
Accrued offering cost | | | | 96,485 | | | | | | | | |||||||||||||||
Warrant liability(2) | | | | — | | | | | 14,725,000 | | | |||||||||||||||
Deferred underwriting commissions | | | | — | | | | | 5,250,000 | | | | | | — | | | | | 6,125,000 | | | ||||
Class A common stock subject to possible redemption; -0- and 14,077,340 shares, actual and as adjusted, respectively (2) | | | | — | | | | | 140,773,400 | | | |||||||||||||||
Class A common stock subject to possible redemption; -0- and 15,064,840 shares, actual and as adjusted, respectively(3 ) | | | | — | | | | | 150,648,400 | | | |||||||||||||||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Class A common stock, $0.0001 par value, 380,000,000 shares authorized; -0- and 922,660 shares issued and outstanding (excluding -0- and 14,077,340 shares subject to possible redemption), actual and as adjusted, respectively | | | | — | | | | | 92 | | | |||||||||||||||
Class B common stock, $0.0001 par value, 20,000,000 shares authorized; 4,312,500 and 3,750,000 shares issued and outstanding, actual and as adjusted, respectively (3) | | | | 431 | | | | | 375 | | | |||||||||||||||
Class A common stock, $0.0001 par value, 380,000,000 shares authorized; -0- and 2,435,160 shares issued and outstanding (excluding -0- and 15,064,840 shares subject to possible redemption), actual and as adjusted, respectively | | | | — | | | | | 244 | | | |||||||||||||||
Class B common stock, $0.0001 par value, 20,000,000 shares authorized; 5,031,250 and 4,375,000 shares issued and outstanding, actual and as adjusted, respectively(4 ) | | | | 503 | | | | | 437 | | | |||||||||||||||
Additional paid-in capital | | | | 24,569 | | | | | 5,001,133 | | | | | | 24,497 | | | | | 5,000,919 | | | ||||
Accumulated deficit | | | | (1,596) | | | | | (1,596) | | | | | | (1,596) | | | | | (1,596) | | | ||||
Total stockholders’ equity | | | $ | 23,404 | | | | $ | 5,000,004 | | | | | $ | 23,404 | | | | $ | 5,000,004 | | | ||||
Total capitalization | | | $ | 119,889 | | | | $ | 151,023,404 | | | | | $ | 185,798 | | | | $ | 176,498,404 | | |
Type of Transaction | | | Is Stockholder Approval Required | |
Purchase of assets | | | No | |
Purchase of stock of target not involving a merger with the company | | | No | |
Merger of target into a subsidiary of the company | | | No | |
Merger of the company with a target | | | Yes | |
| | | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by our Affiliates | | | Redemptions if we fail to Complete an Initial Business Combination | |
Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001. | | | If we seek stockholder approval of our initial business combination, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our initial stockholders, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. | | | If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares. | |
| | | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by our Affiliates | | | Redemptions if we fail to Complete an Initial Business Combination | |
Impact to remaining stockholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made, there would be no impact to our remaining stockholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | $ | | | Approximately | |
Investment of net proceeds | | | $ | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target business | | | We must complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued | | | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Barclays Capital Inc. and BMO Capital Markets Corp., the representatives of the underwriters of this offering, inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to | | | No trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | reflect the exercise of the over-allotment option. | | | | |
Exercise of the warrants | | | The warrants cannot be exercised until 30 days after the completion of our initial business combination. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor | | | We will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | | | | |
Business combination deadline | | | If we are unable to complete an initial business combination within 24 months from the closing of this offering, we 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 earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (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 our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable law. | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Release of funds | | | Except for the withdrawal of interest to pay our taxes, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
Delivering stock certificates in connection with the exercise of redemption rights | | | We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of | | | Many blank check companies provide that a stockholder can vote against a proposed business combination and check a box on the proxy card indicating that such stockholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such stockholder to arrange for delivery of its share certificates to verify ownership. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have up to two business days prior to the vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. | | | | |
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote | | | If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our | | | Many blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. | |
Name | | | Age | | | Position | |
Holly Gagnon | | | 57 | | | Co-Chief Executive Officer and Chairperson | |
Philip Kaplan | | | 54 | | | Co-Chief Executive Officer and President | |
Thomas Granite | | | 45 | | | Chief Financial Officer, Treasurer and Secretary | |
Scott Shulak | | | 34 | | | Senior Vice President, Acquisitions and Accounting | |
Matthew Anfinson | | | 41 | | | Director Nominee | |
Rodney Butler | | | 44 | | | Director Nominee | |
Anna Massion | | | 42 | | | Director Nominee | |
Andro Nodarse-León | | | 43 | | | Director Nominee | |
Leonard Wanger | | | 55 | | | Director Nominee | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
Holly Gagnon | | | GameWorks, Inc. | | | Video gaming and entertainment | | | Director | |
Philip Kaplan | | | GameWorks, Inc. | | | Video gaming and entertainment | | | Chairman and Chief Executive Officer | |
Thomas Granite | | | Azoria Foods | | | Dining and hospitality | | | Chief Executive Officer | |
Scott Shulak | | | — | | | — | | | — | |
Matthew Anfinson | | | — | | | — | | | — | |
Rodney Butler | | | Mashantucket Pequot Tribal Nation | | | Dining, hospitality, entertainment and | | | Chairman | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
| | | | | | gambling | | | | |
Anna Massion | | | Playtech plc | | | Gambling software development | | | Director | |
| | | PlayAGS, Inc. | | | Manufacturer of casino games, systems and technology | | | Director | |
Andro Nodarse-León | | | LionGrove LLC | | | Hospitality investment | | | Chief Executive Officer | |
Leonard Wanger | | | Impossible Objects, Inc. GameWorks, Inc. | | | Industrial 3D printer manufacturer Video gaming and entertainment | | | Director of Engineering Director | |
| | | Number of Shares Beneficially Owned(2)(3) | | | Approximate Percentage of Outstanding Common Stock | | | | Number of Shares Beneficially Owned(2)(3) | | | Approximate Percentage of Outstanding Common Stock | | ||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | Before Offering | | After Offering | | | Before Offering | | After Offering | | ||||||||||||||||||||||||||||
Artemis Sponsor, LLC (our sponsor)(3) | | | | 4,312,500 | | | | | 100% | | | | | 20% | | | | | | 5,031,250 | | | | | 100% | | | | | 20% | | | ||||||
Holly Gagnon(3) | | | | 2,156,250 | | | | | 50% | | | | | 10% | | | | | | 2,515,625 | | | | | 50% | | | | | 10% | | | ||||||
Philip Kaplan(3) | | | | 2,156,250 | | | | | 50% | | | | | 10% | | | | | | 2,515,625 | | | | | 50% | | | | | 10% | | | ||||||
Thomas Granite | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Scott Shulak | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Matthew Anfinson | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Rodney Butler | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Anna Massion | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Andro Nodarse-León | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Leonard Wanger | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
All executive officers, directors and director nominees as a group (eight individuals) | | | | 4,312,500 | | | | | 100% | | | | | 20% | | | | | | 5,031,250 | | | | | 100% | | | | | 20% | | |
Redemption Date (period to expiration of warrants) | | | Fair Market Value of Class A Common Stock | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| ≤10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | ≥18.00 | | |||||||||||||||||||||||||||||
60 months | | | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months | | | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months | | | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months | | | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months | | | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months | | | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months | | | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months | | | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months | | | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months | | | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months | | | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months | | | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months | | | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months | | | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months | | | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months | | | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months | | | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months | | | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months | | | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months | | | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months | | | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriters | | | Number of Units | | |||
Barclays Capital Inc. | | | | | | | |
BMO Capital Markets Corp. | | | | | | | |
Total | | | | | | |
| | Paid by the Company | | | Paid by the Company | | ||||||||||||||||||||
| | No Exercise | | Full Exercise | | | No Exercise | | Full Exercise | | ||||||||||||||||
Per Unit(1) | | | $ | 0.55 | | | | $ | 0.55 | | | | | $ | 0.55 | | | | $ | 0.55 | | | ||||
Total(1) | | | $ | 8,250,000 | | | | $ | 9,487,500 | | | | | $ | 9,625,000 | | | | $ | 11,068,750 | | |
| ASSETS | | | | | | | | March 31, 2021 | | February 2, 2021 | | |||||||||
| Deferred offering costs | | | | 119,889 | | | | (Unaudited) | | (Audited) | | |||||||||
| Total Assets | | | $ | 119,889 | | | ||||||||||||||
| LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | ||||||||||||||
| Current liabilities | | | | | | | ||||||||||||||
| Accrued offering costs and expenses | | | | 96,485 | | | ||||||||||||||
| Total current liabilities | | | | 96,485 | | | ||||||||||||||
| Total Liabilities | | | | 96,485 | | | ||||||||||||||
| Commitments and Contingencies | | | | | | | ||||||||||||||
| Stockholder’s Equity | | | | | | | ||||||||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | | | | — | | | ||||||||||||||
| Class A Common Stock, $0.0001 par value; 380,000,000 shares authorized; none issued and outstanding | | | | — | | | ||||||||||||||
| Class B Common Stock, $0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares issued and outstanding(1) | | | | 431 | | | ||||||||||||||
| Additional paid-in capital | | | | 24,569 | | | ||||||||||||||
| Accumulated deficit | | | | (1,596) | | | ||||||||||||||
| Total Stockholder’s Equity | | | | 23,404 | | | ||||||||||||||
| Total Liabilities and Stockholder’s Equity | | | $ | 119,889 | | | ||||||||||||||
ASSETS | | | | | | | | | | | | ||||||||||
Assets: | | | | | | | | | | | | ||||||||||
Cash and cash equivalents | | | $ | 52,041 | | | | $ | — | | | ||||||||||
Prepaid expenses | | | | 6,980 | | | | | — | | | ||||||||||
Total current assets | | | | 59,021 | | | | | — | | | ||||||||||
Deferred offering costs | | | | 370,138 | | | | | 119,889 | | | ||||||||||
Total assets | | | $ | 429,159 | | | | $ | 119,889 | | | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | ||||||||||
Current liabilities: | | | | | | | | | | | | ||||||||||
Accounts payable and accrued expenses | | | $ | 243,361 | | | | $ | 96,485 | | | ||||||||||
Promissory note – related party | | | | 162,394 | | | | | — | | | ||||||||||
Total current liabilities | | | | 405,755 | | | | | 96,485 | | | ||||||||||
Commitments and contingencies | | | | | | | | | | | | ||||||||||
Stockholders’ equity: | | | | | | | | | | | | ||||||||||
Preferred stock, $0.0001 par value (1,000,000 shares authorized; none issued and outstanding) | | | | — | | | | | — | | | ||||||||||
Class A Common Stock, $0.0001 par value (380,000,000 shares authorized; none issued and outstanding) | | | | — | | | | | — | | | ||||||||||
Class B Common Stock, $0.0001 par value (20,000,000 shares authorized; 5,031,250 issued and outstanding(1)(2)) | | | | 503 | | | | | 503 | | | ||||||||||
Additional paid-in capital | | | | 24,497 | | | | | 24,497 | | | ||||||||||
Accumulated deficit | | | | (1,596) | | | | | (1,596) | | | ||||||||||
Total stockholders’ equity | | | | 23,404 | | | | | 23,404 | | | ||||||||||
Total liabilities and stockholders’ equity | | | $ | 429,159 | | | | $ | 119,889 | | |
| Formation costs | | | $ | 1,596 | | | | For the Period from January 4, 2021 (Inception) Through | | |||||||||||
| Net loss | | | $ | (1,596) | | | | March 31, 2021 | | February 2, 2021 | | |||||||||
| Weighted average common shares outstanding, basic and diluted(1) | | | | 3,750,000 | | | | (Unaudited) | | (Audited) | | |||||||||
| Basic and diluted net loss per Common Share | | | $ | (0.00) | | | ||||||||||||||
Formation and operating costs | | | $ | (1,596) | | | | $ | (1,596) | | | ||||||||||
Net loss | | | $ | (1,596) | | | | $ | (1,596) | | | ||||||||||
Weighted average shares outstanding, basic and diluted(1)(2) | | | | 4,375,000 | | | | | 4,375,000 | | | ||||||||||
Basic and diluted net loss per Common Share | | | $ | (0.00) | | | | $ | (0.00) | | |
| | Class B Common Stock(1) | | | Additional Paid-in Capital | | Accumulated Deficit | | Stockholder’s Equity | | | Class B Common Stock | | | Additional Paid-in Capital | | Accumulated Deficit | | Stockholders’ Equity | | ||||||||||||||||||||||||||||||||||||||||||
| | Shares | | Amount | | | Shares | | Amount | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance – January 4, 2021 (Inception) | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | ||||||||||
Issuance of Class B Common Stock to Sponsor | | | | 4,312,500 | | | | | 431 | | | | | 24,569 | | | | | — | | | | | 25,000 | | | | | | 5,031,250 | | | | | 503 | | | | | 24,497 | | | | | — | | | | | 25,000 | | | ||||||||||
Net loss | | | | — | | | | | — | | | | | — | | | | | (1,596) | | | | | (1,596) | | | | | | — | | | | | — | | | | | — | | | | | (1,596) | | | | | (1,596) | | | ||||||||||
Balance – February 2, 2021 | | | | 4,312,500 | | | | $ | 431 | | | | $ | 24,569 | | | | $ | (1,596) | | | | $ | 23,404 | ��� | | ||||||||||||||||||||||||||||||||||||
Balance – February 2, 2021 (audited) | | | | 5,031,250 | | | | $ | 503 | | | | $ | 24,497 | | | | $ | (1,596) | | | | $ | 23,404 | | | ||||||||||||||||||||||||||||||||||||
Net loss | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||
Balance – March 31, 2021 (unaudited) | | | | 5,031,250 | | | | $ | 503 | | | | $ | 24,497 | | | | $ | (1,596) | | | | $ | 23,404 | | |
| Cash flows from Operating Activities: | | | | | | | | For the Period from January 4, 2021 (Inception) Through | | |||||||||||
| Net loss | | | $ | (1,596) | | | | March 31, 2021 | | February 2, 2021 | | |||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | (Unaudited) | | (Audited) | | |||||||||
| Changes in operating assets and liabilities: | | | | | | | ||||||||||||||
| Formation and operating costs paid by Sponsor in exchange for issuance of Class B Common Stock | | | | 1,596 | | | ||||||||||||||
| Net cash used in operating activities | | | | — | | | ||||||||||||||
| Net Change in Cash | | | | — | | | ||||||||||||||
| Cash – Beginning | | | | — | | | ||||||||||||||
| Cash – Ending | | | $ | — | | | ||||||||||||||
| Supplemental disclosure of non-cash investing and financing activities: | | | | | | | ||||||||||||||
| Deferred offering costs included in accrued offering costs and expenses | | | $ | 96,485 | | | ||||||||||||||
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B Common Stock | | | $ | 23,404 | | | ||||||||||||||
Cash flows from operating activities: | | | | | | | | | | | | ||||||||||
Net loss | | | $ | (1,596) | | | | $ | (1,596) | | | ||||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | ||||||||||
Formation and operating costs paid by Sponsor in exchange for issuance of Class B Common Stock | | | | 1,596 | | | | | 1,596 | | | ||||||||||
Net cash used in operating activities | | | | — | | | | | — | | | ||||||||||
Cash flows from financing activities: | | | | | | | | | | | | ||||||||||
Proceeds from promissory note – related party | | | | 100,000 | | | | | — | | | ||||||||||
Payments for offering costs | | | | (47,959) | | | | | — | | | ||||||||||
Net cash provided by financing activities | | | | 52,041 | | | | | — | | | ||||||||||
Net change in cash and cash equivalents | | | | 52,041 | | | | | — | | | ||||||||||
Cash and cash equivalents at beginning of period | | | | — | | | | | — | | | ||||||||||
Cash and cash equivalents at end of period | | | $ | 52,041 | | | | $ | — | | | ||||||||||
Supplemental disclosure of non-cash investing and financing activities | | | | | | | | | | | | ||||||||||
Deferred offering costs included in accounts payable and accrued expenses | | | $ | 234,785 | | | | $ | 96,485 | | | ||||||||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B Common Stock | | | | 23,404 | | | | | 23,404 | | | ||||||||||
Deferred offering costs paid by promissory note | | | | 62,394 | | | | | — | | |
| SEC/FINRA expenses | | | $ | 50,000 | | | SEC/FINRA expenses | | | $ | 83,000 | | | ||
| Accounting fees and expenses | | | | 60,000 | | | Accounting fees and expenses | | | | 50,000 | | | ||
| Printing and engraving expenses | | | | 35,000 | | | Printing and engraving expenses | | | | 35,000 | | | ||
| Travel and road show expenses | | | | 20,000 | | | Legal fees and expenses | | | | 275,000 | | | ||
| Legal fees and expenses | | | | 275,000 | | | Nasdaq listing and filing fees | | | | 55,000 | | | ||
| Nasdaq listing and filing fees | | | | 55,000 | | | Director & Officers liability insurance premiums(l) | | | | 500,000 | | | ||
| Director & Officers liability insurance premiums(l) | | | | 500,000 | | | Miscellaneous | | | | 2,000 | | | ||
| Miscellaneous | | | | 5,000 | | | Total | | | $ | 1,000,000 | | | ||
| Total | | | $ | 1,000,000 | | |
Exhibit No. | | | Description | |
1.1 | | | | |
3.1 | | | | |
3.2 | | | | |
3.3 | | | Second Amended and Restated Certificate of Incorporation of Artemis Strategic Investment Corporation** | |
3.4 | | | Form of Third Amended and Restated Certificate of Incorporation of Artemis Strategic Investment Corporation** | |
3.5 | | | | |
4.1 | | | | |
4.2 | | | ||
|
Exhibit No. | | | Description | |
| | | ||
4.4 | | | | |
5.1 | | | | |
10.1 | | | | |
10.2 | | | | |
10.3 | | | | |
10.4 | | | | |
10.5 | | | | |
10.6 | | | | |
10.7 | | | | |
10.8 | | | | |
10.9 | | | Form of Subscription Agreement for Class X Units of Artemis Sponsor, LLC by and among Artemis Sponsor, LLC and the anchor investors.** | |
10.10 | | | Form of Subscription Agreement for Class Y Units of Artemis Sponsor, LLC by and among Artemis Sponsor, LLC and the anchor investors.** | |
14 | | | | |
23.1 | | | | |
23.2 | | | | |
24 | | | | |
99.1 | | | | |
99.2 | | | | |
99.3 | | | | |
99.4 | | | | |
99.5 | | | | |
99.6 | | | Consent of Andro Nodarse-León** | |
99.7 | | | |