| Delaware (State or other jurisdiction of incorporation or organization) | | | 6770 (Primary Standard Industrial Classification Code Number) | | | 86-2835097 (I.R.S. Employer Identification Number) | |
| Todd E. Freed, Esq. Gregg A. Noel, Esq. Dwight S. Yoo, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 (212) 735-3000 | | | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | | | Smaller reporting company ☒ | |
| | | | Emerging growth company ☒ | |
| | |||||||||||||||||||||||||
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 | | |||||||||
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant(2) | | | | 28,750,000 Units | | | | | $ | 10.00 | | | | | | $ | 287,500,000 | | | | | | $ | 31,366.25 | | |
Class A common stock included as part of the units(3)(4) | | | | 28,750,000 Shares | | | | | | — | | | | | | | — | | | | | | | —(5) | | |
Redeemable warrants included as part of the units(3)(4) | | | | 9,583,333 Warrants | | | | | | — | | | | | | | — | | | | | | | —(5) | | |
Total | | | | | | | | | | | | | | | | $ | 287,500,000 | | | | | | $ | 31,366.25 | | |
| | Price to Public | | Underwriting Discounts and Commissions(1) | | Proceeds, Before Expenses, to Us | | | Price to Public | | Underwriting Discounts and Commissions(1) | | Proceeds, Before Expenses, to Us | | ||||||||||||||||||||||||
Per Unit | | | $ | 10.00 | | | | $ | 0.55 | | | | $ | 9.45 | | | | | $ | 10.00 | | | | $ | 0.55 | | | | $ | 9.45 | | | ||||||
Total | | | $ | 250,000,000 | | | | $ | 13,750,000 | | | | $ | 236,250,000 | | | | | $ | 175,000,000 | | | | $ | 9,625,000 | | | | $ | 165,375,000 | | |
| | | Page | | |||
| | | | 1 | | | |
| | | | 7 | | | |
| | | | 29 | | | |
| | | | 30 | | | |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | 161 | | | |
| | | | 161 | | | |
| | | | F-1 | | |
| Public shares | | | | | 17,500,000 | | |
| Founder shares(1) | | | | | 4,375,000 | | |
| Total shares | | | | | 21,875,000 | | |
| Total funds in trust available for initial business combination(2) | | | | $ | 171,500,000 | | |
| Implied value per share | | | | $ | 7.84 | | |
| Public shareholders’ investment per share | | | | $ | 10.00 | | |
| Founder’s investment per share(2) | | | | $ | 1.98 | | |
| | Without Over-Allotment Option | | Over-Allotment Option Exercised | | | Without Over-Allotment Option | | Over-Allotment Option Exercised | | ||||||||||||||||
Gross proceeds | | | | | | | | | | | | | | | | | | | | | | | ||||
Gross proceeds from units offered to public(1) | | | $ | 250,000,000 | | | | $ | 287,500,000 | | | | | $ | 175,000,000 | | | | $ | 201,250,000 | | | ||||
Gross proceeds from private placement warrants offered in the private placement | | | | 8,500,000 | | | | | 9,250,000 | | | | | | 9,375,000 | | | | | 10,293,750 | | | ||||
Total gross proceeds | | | $ | 258,500,000 | | | | $ | 296,750,000 | | | | | $ | 184,375,000 | | | | $ | 211,543,750 | | | ||||
Estimated offering expenses(2) | | | | | | | | | | | | | | | | | | | | | | | ||||
Underwriting commissions (excluding deferred portion)(3) | | | $ | 5,000,000 | | | | $ | 5,750,000 | | | | | $ | 3,500,000 | | | | $ | 4,025,000 | | | ||||
Legal fees and expenses | | | | 400,000 | | | | | 400,000 | | | | | | 600,000 | | | | | 600,000 | | | ||||
Accounting fees and expenses | | | | 50,000 | | | | | 50,000 | | | | | | 50,000 | | | | | 50,000 | | | ||||
Printing expenses | | | | 30,000 | | | | | 30,000 | | | | | | 60,000 | | | | | 60,000 | | | ||||
SEC expenses | | | | 31,367 | | | | | 31,367 | | | | | | 18,656 | | | | | 18,656 | | | ||||
FINRA expenses | | | | 43,625 | | | | | 43,625 | | | | | | 30,688 | | | | | 30,688 | | | ||||
Travel and road show | | | | 10,000 | | | | | 10,000 | | | | | | 10,000 | | | | | 10,000 | | | ||||
Directors and officers insurance premiums | | | | 1,300,000 | | | | | 1,300,000 | | | |||||||||||||||
NYSE listing and filing fees | | | | 85,000 | | | | | 85,000 | | | | | | 85,000 | | | | | 85,000 | | | ||||
Miscellaneous expenses(4) | | | | 50,008 | | | | | 50,008 | | | | | | 45,656 | | | | | 45,656 | | | ||||
Total estimated offering expenses (other than underwriting commissions) | | | $ | 2,000,000 | | | | $ | 2,000,000 | | | | | $ | 900,000 | | | | $ | 900,000 | | | ||||
Proceeds after estimated offering expenses | | | $ | 251,500,000 | | | | $ | 289,000,000 | | | | | $ | 179,975,000 | | | | $ | 206,618,750 | | | ||||
Held in trust account(3) | | | $ | 250,000,000 | | | | $ | 287,500,000 | | | | | $ | 177,625,000 | | | | $ | 204,268,750 | | | ||||
% of public offering size | | | | 100% | | | | | 100% | | | | | | 101.5% | | | | | 101.5% | | | ||||
Not held in trust account(2) | | | $ | 1,500,000 | | | | $ | 1,500,000 | | | | | $ | 2,350,000 | | | | $ | 2,350,000 | | |
| | Amount | | % of Total | | | Amount | | % of Total | | ||||||||||||||||
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(6) | | | $ | 350,000 | | | | | 23.0% | | | | | $ | 350,000 | | | | | 14.9% | | | ||||
Legal and accounting fees related to regulatory reporting obligations | | | | 150,000 | | | | | 10.0% | | | | | | 150,000 | | | | | 6.4% | | | ||||
Directors and officers insurance premiums | | | | 1,150,000 | | | | | 48.9% | | | |||||||||||||||
Payment for office space, administrative and support services | | | | 240,000 | | | | | 16.0% | | | | | | 180,000 | | | | | 7.7% | | | ||||
Reserve for liquidation expenses | | | | 100,000 | | | | | 7.0% | | | |||||||||||||||
NYSE continued listing fees | | | | 85,000 | | | | | 6.0% | | | | | | 85,000 | | | | | 3.6% | | | ||||
Other miscellaneous expenses | | | | 575,000 | | | | | 38.0% | | | | | | 435,000 | | | | | 18.5% | | | ||||
Total | | | $ | 1,500,000 | | | | | 100.0% | | | | | $ | 2,350,000 | | | | | 100.0% | | |
| | Without Over-allotment | | With Over-allotment | | | Without Over-allotment | | With Over-allotment | | ||||||||||||||||
Public offering price | | | $ | 10.0 | | | | $ | 10.0 | | | | | $ | 10.00 | | | | $ | 10.00 | | | ||||
Net tangible book value before this offering | | | | (.03) | | | | | (.03) | | | | | | (0.13) | | | | | (0.13) | | | ||||
Increase attributable to public stockholders | | | | 0.58 | | | | | 0.52 | | | | | | (0.74) | | | | | (0.81) | | | ||||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | 0.55 | | | | | 0.49 | | | | | | (0.87) | | | | | (0.94) | | | ||||
Dilution to public stockholders | | | | 9.45 | | | | | 9.51 | | | | | | 10.87 | | | | | 10.94 | | | ||||
Percentage of dilution to new investors | | | | 94.5% | | | | | 95.1% | | | | | | 108.7% | | | | | 109.4% | | |
| | 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(1) | | | | 6,250,000 | | | | | 20.00% | | | | $ | 25,000 | | | | | 0.01% | | | | $ | 0.004 | | | | | | 4,375,000 | | | | | 20.00% | | | | $ | 25,000 | | | | | 0.01% | | | | $ | 0.006 | | | ||||||||||
Public Stockholders | | | | 25,000,000 | | | | | 80.00% | | | | $ | 250,000,000 | | | | | 99.99% | | | | $ | 10.00 | | | | | | 17,500,000 | | | | | 80.00% | | | | $ | 175,000,000 | | | | | 99.99% | | | | $ | 10.00 | | | ||||||||||
| | | | 31,250,000 | | | | | 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 value before this offering | | | $ | (204,329) | | | | $ | (204,329) | | | | | $ | (662,340) | | | | $ | (662,340) | | | ||||
Proceeds from this offering and sale of the private placement warrants, net of expenses (including non-deferred underwriting commissions) | | | | 251,500,000 | | | | | 289,000,000 | | | | | | 179,975,000 | | | | | 206,618,750 | | | ||||
Offering costs accrued for and paid in advance, excluded from net tangible book value before this offering | | | | 219,182 | | | | | 219,182 | | | | | | 620,641 | | | | | 620,641 | | | ||||
Less: Warrant liability | | | | (15,566,667) | | | | | (17,505,666) | | | |||||||||||||||
Less: deferred underwriter’s commissions payable | | | | (8,750,000) | | | | | (10,062,500) | | | |||||||||||||||
Less: Deferred underwriter’s commissions payable | | | | (6,125,000) | | | | | (7,043,750) | | | |||||||||||||||
Less: Assumed maximum proceeds available for redemption to effect a business combination | | | | (222,198,185) | | | | | (256,446,686) | | | | | | (177,625,000) | | | | | (204,268,750)) | | | ||||
| | | $ | 5,000,001 | | | | $ | 5,000,001 | | | | | $ | (3,816,699 | | | | $ | (4,735,449) | | | ||||
Denominator: | | | | | | | | | | | | | | | | | | | | | | | ||||
Class B common stock issued and outstanding prior to this offering | | | | 7,187,500 | | | | | 7,187,500 | | | | | | 5,031,250 | | | | | 5,031,250 | | | ||||
Class B shares forfeited if over-allotment is not exercised | | | | (937,500) | | | | | — | | | | | | (656,250) | | | | | — | | | ||||
Class A common stock included in the units offered | | | | 25,000,000 | | | | | 28,750,000 | | | | | | 17,500,000 | | | | | 20,125,000 | | | ||||
Less: Maximum shares that may be redeemed to effect a business combination | | | | (22,219,819) | | | | | (25,644,669) | | | |||||||||||||||
Less: Maximum shares that may be redeemed to effect a business combination (1) | | | | (17,500,000) | | | | | (20,125,000) | | | |||||||||||||||
| | | | 9,030,181 | | | | | 10,292,831 | | | | | | 4,375,000 | | | | | 5,031,250 | | |
| | | As of April 8, 2021 | | |||||||||
| | | Actual | | | As Adjusted(2) | | ||||||
Notes payable and due to related party(1) | | | | | — | | | | | | — | | |
Warrant liability(3) | | | | | — | | | | | $ | 15,566,667 | | |
Deferred underwriting commissions | | | | | — | | | | | | 8,750,000 | | |
Class A common shares, $0.0001 par value, 80,000,000 shares authorized, actual and as adjusted; 0 and 25,000,000 Class A common shares are subject to possible redemption, actual and as adjusted, respectively(4) | | | | | — | | | | | | 225,504,667 | | |
Shareholders’ equity: | | | | ||||||||||
Preferred shares, $0.0001 par value; 1,000,000 preferred shares authorized, actual and as adjusted; 0 preferred shares issued and outstanding, actual and as adjusted | | | | | — | | | | | | — | | |
Class B common shares, $0.0001 par value, 20,000,000 shares authorized, actual and as adjusted; 7,187,500 and 6,250,000 Class B common shares issued and outstanding, actual and as adjusted, respectively(5) | | | | | 719 | | | | | | 625 | | |
Additional paid-in capital(6) | | | | | 24,281 | | | | | | 2,291,041 | | |
Accumulated deficit(7) | | | | | (10,147) | | | | | | (598,147) | | |
Total shareholders’ equity | | | | | 14,853 | | | | | | 1,693,519 | | |
Total capitalization | | | | | 14,853 | | | | | | 251,514,853 | | |
| | | As of December 31, 2021 | | |||||||||
| | | Actual | | | As Adjusted(1) | | ||||||
Notes payable and due to related party(2) | | | | $ | 400,000 | | | | | | — | | |
Deferred underwriting commissions | | | | | — | | | | | | 6,125,000 | | |
Class A common stock, $0.0001 par value, 0 and 17,500,000 shares are subject to possible redemption, actual and as adjusted, respectively(3) | | | | | — | | | | | | 157,783,555 | | |
Shareholders’ equity (deficit): | | | | ||||||||||
Preferred shares, $0.0001 par value; 1,000,000 preferred shares authorized (actual and as adjusted); none issued or outstanding (actual and as adjusted) | | | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value, 80,000,000 shares authorized; 0 shares issued and outstanding (excluding 17,500,000 shares subject to possible redemption) | | | | | | | | | | | | | |
Class B common shares, $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 | | | | | | 438 | | |
Additional paid-in capital(5)(6) | | | | | 24,497 | | | | | | 15,470,366 | | |
Accumulated deficit | | | | | (66,698) | | | | | | (66,698) | | |
Total shareholders’ equity (deficit) | | | | | (41,698) | | | | | | 15,404,106 | | |
Total capitalization | | | | | 358,302 | | | | | | 179,312,661 | | |
Type of Transaction | | | Whether Stockholder Approval is 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 | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial | | | If we have not completed our initial business combination within | |
| | | 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 | |
| | | 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 $10.15 per share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and 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 any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a proposed 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 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 will 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 | | | The NYSE listing rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. | | | 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. | | ||||||
Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to stockholders is reduced by (1) any taxes paid or payable and (2) 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 | | | The NYSE listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding any deferred underwriter fees and taxes payable on the income earned on the trust account). | | | 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 will begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, | | | No trading of the units or the underlying shares of 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 | |
| | | the following business day) unless BTIG, LLC informs us of its decision to allow earlier separate trading, subject to our having issued a press release announcing when such separate trading will begin. | | | | |
Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering. | | | 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 equal to their pro rata share of 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, which interest shall be net of taxes payable, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rules to hold a stockholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least ten days prior to the stockholder vote. However, we | | | 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 | |
| | | expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Additionally, each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. | | | | |
Business combination deadline | | | If we have not completed our initial business combination within | | | If an acquisition has not been completed within 15 months (or up to 21 months if our sponsor exercises its extension options) 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 | |
| | | obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | | | | |
Release of funds | | | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: |
(1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within | | | | ||||
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 amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. Our public stockholders’ inability to | | | Most 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. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | | | | |
Tendering share certificates in connection with a tender offer or redemption rights | | | We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer |
documents or proxy materials mailed to such holders, or up to two business days prior to the initially scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. | | |||
| | | The tender offer or proxy materials, 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 from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. | | | | |
Name | | | Age | | | Title | | |||
Jeffrey Hayman | | | | | | | | Chairman and Chief Executive Officer | | |
George Perrotta | | | | | | | | Chief Financial Officer | | |
Andrew J. Melnick | | | | | | | | Director Nominee | | |
David Paulsson | | | | | | | | Director Nominee | | |
Nicholas C. Walsh | | | | | | | | Director Nominee | | |
Mari Somer Saour Hatano | | | | | | | | Director Nominee | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
Jeffrey Hayman | | | Lakeview Timbers LLC | | | Consulting and Advisory | | | Founder & CEO | |
Nicholas Walsh | | | McGill & Partners Ltd | | | Insurance Brokerage | | | Non-Executive Director | |
Andrew J. Melnick | | | SkyView Investment Advisers LLC | | | Investment Management and Advice | | | Managing Partner & Chief Investment Strategist | |
David Paulsson | | | Transverse Insurance Group Cedilla Capital LLC | | | Insurance and Asset Management Merchant Banking | | | President & Chief Investment Officer Founder & CEO | |
Mari Somer Saour Hatano | | | Soleil Global Advisors LLC | | | Consulting and Advisory | | | Founder and Managing Partner | |
| | | Number of Shares Beneficially Owned(2) | | | Approximate Percentage of Issued and Outstanding Common Stock | | | | Number of Shares Beneficially Owned(2) | | | Approximate Percentage of Issued and Outstanding Common Stock | | ||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | Before Offering | | After Offering(2) | | | Before Offering | | After Offering(2) | | ||||||||||||||||||||||||||||
Lakeview Founder Sponsor LLC (our sponsor)(3) | | | | 7,012,500 | | | | | 97.6% | | | | | 19.4% | | | | | | 5,031,250 | | | | | 96.5% | | | | | 19.2% | | | ||||||
Transverse Insurance Group, LLC(3) | | | | 7,012,500 | | | | | 97.6% | | | | | 19.4% | | | ||||||||||||||||||||||
Transverse(3) | | | | 5,031,250 | | | | | 96.5% | | | | | 19.2% | | | ||||||||||||||||||||||
Jeffrey Hayman(4) | | | | 1,262,500 | | | | | 17.6% | | | | | 4.0% | | | | | | 613,189 | | | | | 12.2% | | | | | * | | | ||||||
Andrew J. Melnick(5) | | | | 40,000 | | | | | * | | | | | * | | | | | | 40,000 | | | | | * | | | | | * | | | ||||||
David Paulsson(6) | | | | 40,000 | | | | | * | | | | | * | | | | | | 40,000 | | | | | * | | | | | * | | | ||||||
Nicholas Walsh | | | | 40,000 | | | | | * | | | | | * | | | | | | 40,000 | | | | | * | | | | | * | | | ||||||
Mari Somer Saour Hatano | | | | 40,000 | | | | | * | | | | | * | | | | | | 40,000 | | | | | * | | | | | * | | | ||||||
George Perrotta | | | | 15,000 | | | | | * | | | | | * | | | | | | 15,000 | | | | | * | | | | | * | | | ||||||
All directors, officers and director nominees as a group (six individuals) | | | | 7,187,500 | | | | | 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 | | |
Underwriter | | | Number of Units | | |||
| | | | | | ||
| | | | | | |
| | Per Unit(1) | | Total(1) | | | Per Unit(1) | | Total(1) | | ||||||||||||||||||||||||||||||||||||||||
| | Without Over-allotment | | With Over-allotment | | Without Over-allotment | | With Over-allotment | | | Without Over-allotment | | With Over-allotment | | Without Over-allotment | | With Over-allotment | | ||||||||||||||||||||||||||||||||
Public offering price | | | $ | 10.00 | | | | $ | 10.00 | | | | $ | 250,000,000 | | | | $ | 287,500,000 | | | | | $ | 10.00 | | | | $ | 10.00 | | | | $ | 175,000,000 | | | | $ | 201,250,000 | | | ||||||||
Underwriting Discounts and Commissions paid by us | | | $ | 0.55 | | | | $ | 0.55 | | | | $ | 13,750,000 | | | | $ | 15,812,500 | | | |||||||||||||||||||||||||||||
Proceeds, before expenses, to us | | | $ | 9.45 | | | | $ | 9.45 | | | | $ | 236,250,000 | | | | $ | 271,687,500 | | |
| | | Per Unit(1) | | | Total(1) | | ||||||||||||||||||
| | | Without Over-allotment | | | With Over-allotment | | | Without Over-allotment | | | With Over-allotment | | ||||||||||||
Underwriting Discounts and Commissions paid by us | | | | $ | 0.55 | | | | | $ | 0.55 | | | | | $ | 9,625,000 | | | | | $ | 11,068,750 | | |
Proceeds, before expenses, to us | | | | $ | 9.45 | | | | | $ | 9.45 | | | | | $ | 165,375,000 | | | | | $ | 190,181,250 | | |
| | | Page | | |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| ASSETS | | | | | | | | December 31, 2021 | | |||||
| Current asset – cash | | | $ | 25,000 | | | ||||||||
| Deferred offering costs | | | | 219,182 | | | ||||||||
| Total Assets | | | | 244,182 | | | ||||||||
| LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | ||||||||
| Current Liabilities | | | | | | | ||||||||
| Accrued offering costs | | | $ | 219,182 | | | ||||||||
| Accounts Payable and Accrued Expenses | | | | 10,147 | | | ||||||||
| Total Current Liabilities | | | | 229,329 | | | ||||||||
| Commitments and Contingencies | | | | | | | ||||||||
| Shareholder’s Equity | | | | | | | ||||||||
| Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | — | | | ||||||||
| Class A common shares, $0.0001 par value; 80,000,000 shares authorized; none issued and outstanding | | | | — | | | ||||||||
| Class B common shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding(1) | | | | 719 | | | ||||||||
| Additional paid in capital | | | | 24,281 | | | ||||||||
| Accumulated deficit | | | | (10,147) | | | ||||||||
| Total Shareholder’s Equity | | | | 14,853 | | | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY | | | $ | 244,182 | | | ||||||||
Assets | | | | | | | |||||||||
Current assets: | | | | | | | |||||||||
Cash | | | $ | 65,330 | | | |||||||||
Total current assets | | | | 65,330 | | | |||||||||
Deferred offering costs associated with the proposed public offering | | | | 620,641 | | | |||||||||
Total Assets | | | $ | 685,971 | | | |||||||||
Liabilities and Stockholders’ Equity (Deficit) | | | | | | | |||||||||
Current liabilities: | | | | | | | |||||||||
Accrued offering costs | | | $ | 252,468 | | | |||||||||
Accounts payable and accrued expenses | | | | 50,201 | | | |||||||||
Due to related party | | | | 25,000 | | | |||||||||
Promissory note – related party | | | | 400,000 | | | |||||||||
Total Liabilities | | | | 727,669 | | | |||||||||
Commitments and Contingencies | | | | | | | |||||||||
Stockholders’ Equity (Deficit) | | | | | | | |||||||||
Preferred stock, $.0001 par value; 1,000,000 shares authorized, none issued and outstanding | | | | — | | | |||||||||
Class A common stock, $.0001 par value; 800,000,000 shares authorized, none issued and outstanding | | | | — | | | |||||||||
Class B common stock, $.0001 par value; 20,000,000 shares authorized, 5,031,250 shares issued and outstanding(1)(2) | | | | 503 | | | |||||||||
Additional paid-in capital | | | | 24,497 | | | |||||||||
Accumulated deficit | | | | (66,698) | | | |||||||||
Total Stockholders’ Equity (Deficit) | | | | (41,698) | | | |||||||||
Total Liabilities and Stockholders’ Equity (Deficit) | | | $ | 685,971 | | |
| | | For the period from March 19, 2021 (inception) through December 31, 2021 | | |||
Formation and operating costs | | | | $ | 66,698 | | |
Net Loss | | | | $ | (66,698) | | |
Weighted average shares outstanding, basic and diluted(1)(2) | | | | | 4,375,000 | | |
Basic and diluted net loss per common share | | | | $ | (0.02) | | |
| | Class B Common Shares | | | Additional Paid in Capital | | Accumulated Deficit | | Total Shareholder’s Equity | | | Class B common stock | | | Additional Paid-in capital | | Accumulated deficit | | Total stockholders’ equity (deficit) | | ||||||||||||||||||||||||||||||||||||||||||
| | Shares | | Amount | | | No. of shares | | Amount | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance – March 19, 2021 (inception) | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | ||||||||||
Issuance of Class B common shares to Sponsor (1) | | | | 7,187,500 | | | | | 719 | | | | | 24,281 | | | | | — | | | | | 25,000 | | | ||||||||||||||||||||||||||||||||||||
Purchase of Class B common stock by Sponsor (1)(2) | | | | 5,031,250 | | | | | 503 | | | | | 24,497 | | | | | — | | | | | 25,000 | | | ||||||||||||||||||||||||||||||||||||
Net loss | | | | — | | | | | — | | | | | — | | | | | (10147) | | | | | (10,147) | | | | | | — | | | | | — | | | | | — | | | | | (66,698) | | | | | (66,698) | | | ||||||||||
Balance – April 8, 2021 | | | | 7,187,500 | | | | $ | 719 | | | | $ | 24,281 | | | | $ | (10,147) | | | | $ | 14,853 | | | ||||||||||||||||||||||||||||||||||||
Balance – December 31, 2021 | | | | 5,031,250 | | | | $ | 503 | | | | $ | 24,497 | | | | $ | (66,698) | | | | $ | (41,698) | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (10,147) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Accounts Payable and Accrued Expenses | | | | | 10,147 | | |
| Net cash used in operating activities | | | | | — | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from issuance of Class B common-shares | | | | $ | 25,000 | | |
| Net Cash Provided by Financing Activities | | | | | 25,000 | | |
| Net Change in Cash | | | | | 25,000 | | |
| Cash – Beginning of Period | | | | $ | — | | |
| Cash – End of Period | | | | | 25,000 | | |
| | | For the period from March 19, 2021 (inception) through December 31, 2021 | | |||
Cash flow from operating activities: | | | | | | | |
Net loss | | | | $ | (66,698) | | |
Changes in operating assets and liabilities | | | | | | | |
Accounts payable and accrued expenses | | | | | 50,201 | | |
Net cash used in operating activities | | | | | (16,497) | | |
Cash flow from financing activities: | | | | | | | |
Proceeds from issuance of common stock to Sponsor | | | | | 25,000 | | |
Proceeds from and due to related party | | | | | 25,000 | | |
Proceeds from promissory note – related party | | | | | 400,000 | | |
Payments of deferred offering costs | | | | | (368,173) | | |
Net cash provided by financing activities | | | | | 81,827 | | |
Net Change in Cash | | | | | 65,330 | | |
Cash – Beginning of the period | | | | | — | | |
Cash – End of the period | | | | $ | 65,330 | | |
Supplemental disclosure of non-cash financing activities: | | | | | | | |
Deferred offering costs included in accrued offering costs | | | | $ | 252,468 | | |
| Legal fees and expenses | | | $ | 400,000 | | | Legal fees and expenses | | | $ | 600,000 | | | ||
| Accounting fees and expenses | | | | 50,000 | | | Accounting fees and expenses | | | | 50,000 | | | ||
| SEC expenses | | | | 31,367 | | | SEC expenses | | | | 18,656 | | | ||
| FINRA expenses | | | | 43,625 | | | FINRA expenses | | | | 30,688 | | | ||
| Travel and road show | | | | 10,000 | | | Travel and road show | | | | 10,000 | | | ||
| Directors and officers insurance premiums | | | | 1,300,000 | | | NYSE listing and filing fees | | | | 85,000 | | | ||
| NYSE listing and filing fees | | | | 85,000 | | | Printing expenses | | | | 60,000 | | | ||
| Printing expenses | | | | 30,000 | | | Miscellaneous expenses | | | | 45,656 | | | ||
| Miscellaneous expenses | | | | 50,008 | | | Total offering expenses | | | $ | 900,000 | | | ||
| Total offering expenses | | | $ | 2,000,000 | | |
Exhibit | | | Description | |
1.1** | | | Form of Underwriting Agreement | |
3.1*** | | | | |
3.2** | | | Form of Amended and Restated Certificate of Incorporation | |
3.3** | ||||
| | | ||
4.1** | | | Specimen Unit Certificate | |
4.2** | | | Specimen Class A Common Stock Certificate | |
4.3** | | | Specimen Warrant Certificate (included in Exhibit 4.4) | |
4.4** | | | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant | |
5.1** | | | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
Exhibit | | | Description | |
10.1*** | | | | |
10.2** | | | Form of Letter Agreement among the Registrant and its directors and officers and Lakeview Founder Sponsor LLC |
| ||||
10.3** | | | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant | |
10.4** | | | Form of Registration Rights Agreement between the Registrant and certain security holders | |
10.5** | | | Securities Subscription Agreement, dated April 8, 2021, between the Registrant and Lakeview Founder Sponsor LLC | |
10.6** | | | Form of | |
10.7** | | | Form of Private Placement Warrants Purchase Agreement between the Registrant and BTIG, LLC | |
10.8** | | | Form of Indemnity Agreement | |
| | Form of Administrative Services Agreement by and between the Registrant and Transverse Insurance Services LLC | | |
14** | | | Form of Code of Ethics and Business Conduct | |
23.1* | | | | |
23.2** | | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | |
24*** | | | | |
99.1*** | | | | |
99.2*** | | | | |
99.3*** | | | | |
99.4*** | | | | |
107* | | | |