| Delaware (State or other jurisdiction of incorporation or organization) | | | 6770 (Primary Standard Industrial Classification Code Number) | | | 85-3329458 (I R S Employer Identification No) | |
| Michael J. Blankenship David A. Sakowitz Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, TX 77007-1090 Tel: (713) 651-2678 Fax: (713) 651-2700 | | | Paul Amiss Winston & Strawn LLP 1 Ropemaker Street London, EC2Y 9AW United Kingdom Tel: +44 20 7011 8778 Fax: +44 20 7011 8800 | | | New York, NY Tel: (212) Fax: (212) | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | | | | | | | Emerging growth company ☒ | |
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Title of Each Class of Securities to be Registered | | | | Amount to be Registered | | | | Proposed Maximum Offering Price Per Unit(1) | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | | | | | Amount to be Registered | | | | Proposed Maximum Offering Price Per Unit(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 half of one warrant (2) | | | | 17,250,000 Units | | | | | $ | 10.00 | | | | | | | 172,500,000 | | | | | | | 18,819.75 | | | | | | 17,250,000 Units | | | | | $ | 10.00 | | | | | | | 172,500,000 | | | | | | | 18,819.75 | | |
Shares of Class A common stock included as part of the units(3) | | | | 17,250,000 Shares | | | | | | — | | | | | | | — | | | | | | | —(4) | | | | | | 17,250,000 Shares | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Warrants included as part of the units(3) | | | | 8,625,000 Warrants | | | | | | — | | | | | | | — | | | | | | | —(4) | | | | | | 11,500,000 Warrants | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Total | | | | | | | | | | | | | | | | | 172,500,000 | | | | | | | 18,819.75(5) | | | | | | | | | | | | | | | | | | | 172,500,000 | | | | | | | 18,819.75(5) | | |
| | Per Unit | | Total | | | Per Unit | | Total | | ||||||||||||||||
Public offering price | | | $ | 10.00 | | | | $ | 150,000,000 | | | | | $ | 10.00 | | | | $ | 150,000,000 | | | ||||
Underwriting discount(1) | | | $ | 0.55 | | | | | 8,250,000 | | | | | $ | 0.70 | | | | | 10,500,000 | | | ||||
Proceeds, before expenses, to Integrated Energy Transition Acquisition Corp. | | | $ | 9.45 | | | | | 141,750,000 | | | | | $ | 9.30 | | | | | 139,500,000 | | |
| SUMMARY | | | | | | | |
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| RISKS | | | | | | | |
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| DILUTION | | | | | | | |
| CAPITALIZATION | | | | | | | |
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| MANAGEMENT | | | | | | | |
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| UNDERWRITING | | | | | | | |
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| EXPERTS | | | | | | | |
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| | December 31, 2020 | | | September 30, 2021 | | ||||||||||||||||||||
| | Actual | | As Adjusted | | | Actual | | As Adjusted | | ||||||||||||||||
Balance Sheet Data: | | | | | ||||||||||||||||||||||
Working capital (deficiency)(1) | | | $ | (237,801) | | | | $ | 146,246,099 | | | | | $ | (742,306) | | | | $ | 146,778,999 | | | ||||
Total assets(2) | | | $ | 233,900 | | | | $ | 151,496,099 | | | | | $ | 721,305 | | | | $ | 154,278,999 | | | ||||
Total liabilities(3) | | | $ | 237,801 | | | | $ | 5,250,000 | | | | | $ | 742,306 | | | | $ | 21,707,650 | | | ||||
Value of common stock subject to possible conversion/tender(4) | | | $ | — | | | | $ | 141,246,098 | | | | | $ | — | | | | $ | 153,000,000 | | | ||||
Shareholders’ (deficit) equity(5) | | | $ | (3,901) | | | | $ | 5,000,001 | | | |||||||||||||||
Shareholders’ (deficit) | | | $ | (21,001) | | | | $ | (20,428,651) | | |
| Public shares | | | | | 15,000,000 | | |
| Founder shares | | | | | 3,750,000 | | |
| Total shares | | | | | 18,750,000 | | |
| Total funds in trust available for initial business combination (less deferred underwriting commissions) | | | | $ | 145,500,000 | | |
| Initial implied value per public share | | | | $ | 10.20 | | |
| Implied value per share upon consummation of initial business combination | | | | $ | 7.76 | | |
| | Without Over-Allotment Option | | Over-Allotment Option Fully Exercised | | | Without Over-Allotment Option | | Over-Allotment Option Fully Exercised | | ||||||||||||||||
Gross proceeds | | | | | | | | | | | | | | | | | | | | | | | ||||
Gross proceeds from units offered to public(1) | | | $ | 150,000,000 | | | | $ | 172,500,000 | | | | | $ | 150,000,000 | | | | $ | 172,500,000 | | | ||||
Gross proceeds from private placement warrants offered in the private placement | | | | 5,500,000 | | | | | 5,950,000 | | | | | | 8,500,000 | | | | | 8,950,000 | | | ||||
Total gross proceeds | | | $ | 155,500,000 | | | | $ | 178,450.000 | | | | | $ | 158,500,000 | | | | $ | 181,450,000 | | | ||||
Offering expenses(2) | | | | | | | | | | | | | | | | | | | | | | | ||||
Underwriting discount (2% of gross proceeds from units offered to public, excluding deferred portion) (3) | | | $ | 3,000,000 | | | | $ | 3,450,000 | | | | | $ | 3,000,000 | | | | $ | 3,000,000 | | | ||||
Legal fees and expenses | | | | 325,000 | | | | | 325,000 | | | | | | 325,000 | | | | | 325,000 | | | ||||
Printing and engraving expenses | | | | 30,000 | | | | | 30,000 | | | | | | 50,000 | | | | | 50,000 | | | ||||
Accounting fees and expenses | | | | 50,000 | | | | | 50,000 | | | | | | 75,000 | | | | | 75,000 | | | ||||
SEC expenses | | | | 18,820 | | | | | 18,820 | | | | | | 18,820 | | | | | 18,820 | | | ||||
FINRA filing fee | | | | 26,375 | | | | | 26,375 | | | | | | 26,375 | | | | | 26,375 | | | ||||
NYSE listing and filing fees | | | | 75,000 | | | | | 75,000 | | | | | | 75,000 | | | | | 75,000 | | | ||||
Director and officer liability insurance premiums | | | | 473,000 | | | | | 473,000 | | | | | | 525,000 | | | | | 525,000 | | | ||||
Miscellaneous | | | | 1,805 | | | | | 1,805 | | | | | | 104,805 | | | | | 104,805 | | | ||||
Total offering expenses (excluding underwriting discount) | | | $ | 1,000,000 | | | | $ | 1,000,000 | | | | | $ | 1,200,000 | | | | $ | 1,200,000 | | | ||||
Proceeds after offering expenses | | | $ | 151,500,000 | | | | $ | 174,000,000 | | | | | $ | 154,300,000 | | | | $ | 177,250,000 | | | ||||
Held in trust account(3) | | | $ | 150,000,000 | | | | $ | 172,500,000 | | | | | $ | 153,000,000 | | | | $ | 175,950,000 | | | ||||
% of public offering size | | | | 100% | | | | | 100% | | | | | | 102% | | | | | 102% | | | ||||
Not held in trust account | | | $ | 1,500,000 | | | | $ | 1,500,000 | | | | | $ | 1,300,000 | | | | $ | 1,300,000 | | |
| | Amount | | % of Total | | | Amount | | % of Total | | ||||||||||||||||
Legal, accounting, due diligence, travel and other expenses in connection with any business combination | | | $ | 1,000,000 | | | | | 66.7% | | | | | $ | 880,000 | | | | | 67.7% | | | ||||
Legal and accounting fees related to regulatory reporting obligations | | | | 150,000 | | | | | 10.0% | | | | | | 150,000 | | | | | 11.5% | | | ||||
NYSE continued listing fees | | | | 170,000 | | | | | 11.3% | | | | | | 170,000 | | | | | 13.1% | | | ||||
Working capital to cover miscellaneous expenses and reserves | | | | 180,000 | | | | | 12.0% | | | | | | 100,000 | | | | | 7.7% | | | ||||
Total | | | $ | 1,500,000 | | | | | 100% | | | | | $ | 1,300,000 | | | | | 100% | | |
| | No exercise of over-allotment option | | Exercise of over-allotment option in full | | | No exercise of over-allotment option | | Exercise of over-allotment option in full | | ||||||||||||||||
Public offering price | | | $ | 10.00 | | | | $ | 10.00 | | | | | $ | 10.00 | | | | $ | 10.00 | | | ||||
Net tangible book deficit before this offering | | | $ | (0.06) | | | | $ | (0.06) | | | | | $ | (0.17) | | | | $ | (0.17) | | | ||||
Increase attributable to public stockholders | | | $ | 1.14 | | | | $ | 1.01 | | | |||||||||||||||
Decrease attributable to public stockholders | | | $ | (5.28) | | | | $ | (5.26) | | | |||||||||||||||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | $ | 1.08 | | | | $ | 0.95 | | | | | $ | (5.45) | | | | $ | (5.43) | | | ||||
Dilution to public stockholders | | | $ | 8.92 | | | | $ | 9.05 | | | | | $ | 15.45 | | | | $ | 15.43 | | | ||||
Percentage of dilution to public stockholders | | | | 89.2% | | | | | 90.5% | | | | | | 154.5% | | | | | 154.3% | | |
| | | Shares Purchased | | | Total Consideration | | | Average Price Per Share | | |||||||||||||||||||||
| | | Number | | | Percentage | | | Amount | | | Percentage | | ||||||||||||||||||
Initial Stockholders(1) | | | | | 3,750,000 | | | | | | 20.0% | | | | | $ | 25,000 | | | | | | 0.02% | | | | | $ | 0.007 | | |
Public Stockholders | | | | | 15,000,000 | | | | | | 80.0% | | | | | $ | 150,000,000 | | | | | | 99.98% | | | | | $ | 10.00 | | |
| | | | | 18,750,000 | | | | | | 100.0% | | | | | $ | 150,025,000 | | | | | | 100.00% | | | | | | | | |
| | No exercise of over-allotment option | | Exercise of over-allotment option in full | | | No exercise of over-allotment option | | Exercise of over-allotment option in full | | ||||||||||||||||
Numerator: | | | | | | | | | | | | | | | | | | | | | | | ||||
Net tangible book deficit before this offering | | | $ | (237,801) | | | | $ | (237,801) | | | | | $ | (742,306) | | | | $ | (742,306) | | | ||||
Net proceeds from this offering and sale of the private placement warrants (1) | | | | 151,500,000 | | | | | 174,000,000 | | | | | | 154,300,000 | | | | | 177,250,000 | | | ||||
Plus: Offering costs | | | | 233,900 | | | | | 233,900 | | | | | | 721,305 | | | | | 721,305 | | | ||||
Less: Deferred underwriter’s commissions | | | | (5,250,000) | | | | | (6,037,500) | | | | | | (7,500,000) | | | | | (9,075,000) | | | ||||
Less: Warrant liability | | | | (16,858,400) | | | | | (18,900,860) | | | |||||||||||||||
Less: Warrant liabilities | | | | (14,207,650) | | | | | (15,603,393) | | | |||||||||||||||
Less: Proceeds held in trust subject to redemption | | | | (124,387,698) | | | | | (144,057,738) | | | | | | (153,000,000) | | | | | (175,950,000) | | | ||||
Total | | | $ | 5,000,001 | | | | $ | 5,000,001 | | | | | $ | (20,428,651) | | | | $ | (23,399,394) | | | ||||
Denominator: | | | | | | | | | | | | | | | | | | | | | | | ||||
Class B common stock outstanding prior to this offering | | | | 4,312,500 | | | | | 4,312,500 | | | | | | 4,312,500 | | | | | 4,312,500 | | | ||||
Class B forfeited if over-allotment option is not exercised | | | | (562,500) | | | | | — | | | | | | (562,500) | | | | | — | | | ||||
Class A common stock included in the units offered | | | | 15,000,000 | | | | | 17,250,000 | | | | | | 15,000,000 | | | | | 17,250,000 | | | ||||
Less: Shares subject to redemption to maintain net tangible assets of $5,000,001 | | | | (14,124,610) | | | | | (16,295,860) | | | |||||||||||||||
Less: Shares subject to redemption | | | | (15,000,000) | | | | | (17,250,000) | | | |||||||||||||||
Total | | | | 4,625,390 | | | | | 5,266,640 | | | | | | 3,750,000 | | | | | 4,312,500 | | |
| | December 31, 2020 | | | September 30, 2021 | | ||||||||||||||||||||
| | Actual | | As Adjusted(1) | | | Actual | | As Adjusted(1) | | ||||||||||||||||
Note payable to related party(2) | | | $ | — | | | | $ | — | | | | | $ | 112,712 | | | | $ | — | | | ||||
Warrant liabilities(3) | | | | — | | | | | 14,207,650 | | | |||||||||||||||
Deferred underwriting discount | | | | — | | | | | 5,250,000 | | | | | | — | | | | | 7,500,000 | | | ||||
Warrant liability(5) | | | | — | | | | | 16,858,400 | | | |||||||||||||||
Class A common stock, $0.0001 par value per share, subject to redemption, 0 shares actual; 14,124,610 shares as adjusted, respectively (3) | | | | — | | | | | 124,387,698 | | | |||||||||||||||
Class A common stock, $0.0001 par value per share, subject to redemption, 0 shares actual; 15,000,000 shares as adjusted, respectively (4) | | | | — | | | | | 153,000,000 | | | |||||||||||||||
Stockholders’ equity: | | | | | | | | | | | | | | | | | | | | | | | ||||
Preferred stock, $0.0001 par value per share, 1,000,000 shares authorized, actual and as adjusted; none issued or outstanding, actual and as adjusted | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Common stock: | | | | | | | | | | | | | | | | | | | | | | | ||||
Class A common stock, $0.0001 par value per share, 400,000,000 shares authorized and 0 and 875,390 shares issued and outstanding (excluding 0 andsponsor 14,124,610 shares subject to possible redemption), actual and as adjusted, respectively | | | | — | | | | | 88 | | | |||||||||||||||
Class B common stock, $0.0001 par value per share, 40,000,000 shares authorized; 8,625,000 and 3,750,000 shares issued and outstanding, actual and as adjusted, respectively (4) | | | | 863 | | | | | 375 | | | |||||||||||||||
Class A common stock, $0.0001 par value per share, 400,000,000 shares authorized and 0 shares issued and outstanding (excluding 0 and 15,000,000 shares subject to possible redemption), actual and as adjusted, respectively | | | | — | | | | | — | | | |||||||||||||||
Class B common stock, $0.0001 par value per share, 40,000,000 shares authorized; 4,312,500 and 3,750,000 shares issued and outstanding, actual and as adjusted, respectively (5) | | | | 431 | | | | | 375 | | | |||||||||||||||
Additional paid-in capital | | | | 24,128 | | | | | 5,028,430 | | | | | | 24,560 | | | | | — | | | ||||
Accumulated deficit | | | | (28,892) | | | | | (28,892) | | | | | | (45,992) | | | | | (20,429,026) | | | ||||
Total stockholders’ (deficit) equity | | | $ | (3,901) | | | | $ | 5,000,001 | | | | | $ | (21,001) | | | | $ | (20,428,651) | | | ||||
Total capitalization | | | $ | (3,901) | | | | $ | 151,496,099 | | | | | $ | (21,001) | | | | $ | 154,278,999 | | |
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 Us or 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 | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated | | | If we are unable to complete our business combination within | |
| | | Redemptions in Connection with Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Us or Our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
| | | 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 as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.20 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes, 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 upon consummation of our initial business combination and after payment of underwriter’s fees and commissions and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | | | equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.20 per public share including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes (less 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), subject to applicable law. | | |
Impact to remaining stockholders | | | The redemptions in connection with our initial business | | | If the permitted purchases described above are made there | | | The redemption of our public shares if we fail to complete our business | |
��� | | | Redemptions in Connection with Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Us or Our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
| | | combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting discount and interest withdrawn in order to pay our taxes, including franchise and income taxes payable (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | | | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a U.S.- based 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 any | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | income or franchise taxes paid or payable and 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. | | | | |
Limitation on fair value or net assets of target business | | | NYSE rules require that our initial business combination must occur be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets in the trust account (excluding the amount of the deferred underwriting discount held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
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Trading of securities issued | | | The units will 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 the underwriter informs us of its 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 is anticipated to take place two 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 reflect the exercise of the over-allotment option. Additionally, the units will automatically separate into their | | | 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 | |
| | | component parts and will not be traded after completion of our initial business combination. | | | | |
Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 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 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 and not previously released to us to pay our taxes, including franchise and income taxes, 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 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 tender offer rules. Pursuant to the | | | A prospectus containing information pertaining to the | 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 | |
| | | 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 10 days prior to the stockholder vote. However, we 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 common stock voted are voted in favor of the business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. 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. | | | | |
Business combination deadline | | | If we are unable to complete an initial business combination within | | | 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 | |
| | | including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income taxes (less 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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and |
liquidate, subject in each case to our 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, including franchise and income tax obligations, the proceeds from this offering held in the trust account will not be released from the trust account until the earliest of: (i) the completion of our initial business combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith), (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation that would modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within | | | 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. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | public shares if we are unable to complete our business combination within 15 months from the closing of this offering, subject to applicable law. | | | | |
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 the shares sold in this 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 seeking redemption rights with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering). Our public stockholders’ inability to 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 stock 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 proxy solicitation or the tender offer materials mailed to such holders or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. | | | 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. | |
Name | | | Age | | | Position | |
| | | | Chief Executive Officer and Chairman of the Board | | ||
Christopher J. Close | | | | | Chief Financial Officer and Director | | |
| | | | President, Chief | | ||
| | ||||||
| | Independent Director Nominee | | ||||
David | | | | | Independent Director Nominee | | |
Anita Stefan | | | 60 | | | Independent Director Nominee | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
| | | | | | Principal | | |||
Christopher J. Close | | | Close Consulting LLC | | | Boutique commercial consulting | | | Principal | |
| | | | | | Principal | | |||
| | | | | | | ||||
| | | | | | | ||||
David | | | | | | | | |||
| | | Lexington Maritime | | | Shipping | | | Partner | |
| | | Lexington LNG | | | Shipping | | | Partner | |
| | Before Offering | | After Offering | | | Before Offering | | After Offering | | ||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | Number of Shares Beneficially Owned(2) | | Approximate Percentage of Outstanding Common Stock | | Number of Shares Beneficially Owned(2) | | Approximate Percentage of Outstanding Common Stock | | | Number of Shares Beneficially Owned(2) | | Approximate Percentage of Outstanding Common Stock | | Number of Shares Beneficially Owned(2) | | Approximate Percentage of Outstanding Common Stock | | ||||||||||||||||||||||||||||||||
Integrated Energy Partners, LLC | | | | 4,143,750 | | | | | 96.09% | | | | | 3,581,250 | | | | | 19.1% | | | | | | 4,143,750 | | | | | 96.09% | | | | | 3,581,250 | | | | | 19.1% | | | ||||||||
Narinder Singh(3) | | | | 4,143,750 | | | | | 96.09% | | | | | 3,581,250 | | | | | 19.1% | | | |||||||||||||||||||||||||||||
Christopher J. Close(3) | | | | 4,143,750 | | | | | 96.09% | | | | | 3,581,250 | | | | | 19.1% | | | |||||||||||||||||||||||||||||
Richard W. Westerdale II(3) | | | | 4,143,750 | | | | | 96.09% | | | | | 3,581,250 | | | | | 19.1% | | | | | | 4,143,750 | | | | | 96.09% | | | | | 3,581,250 | | | | | 19.1% | | | ||||||||
Christopher J. Close(3) | | | | 4,143,750 | | | | | 96.09% | | | | | 3,581,250 | | | | | 19.1% | | | |||||||||||||||||||||||||||||
Narinder Singh(3) | | | | 4,143,750 | | | | | 96.09% | | | | | 3,581,250 | | | | | 19.1% | | | |||||||||||||||||||||||||||||
Jan-Hein Jesse | | | | 56,250 | | | | | 1.3% | | | | | 56,250 | | | | | * | | | |||||||||||||||||||||||||||||
Angela Minas | | | | 56,250 | | | | | 1.3% | | | | | 56,250 | | | | | * | | | |||||||||||||||||||||||||||||
David L. Phillips | | | | 56,250 | | | | | 1.3% | | | | | 56,250 | | | | | * | | | |||||||||||||||||||||||||||||
Anita Stefan | | | | 50,000 | | | | | 1.16% | | | | | 50,000 | | | | | * | | | |||||||||||||||||||||||||||||
William Hunter | | | | 50,000 | | | | | 1.16% | | | | | 50,000 | | | | | * | | | |||||||||||||||||||||||||||||
David Kanter | | | | 50,000 | | | | | 1.16% | | | | | 50,000 | | | | | * | | | |||||||||||||||||||||||||||||
All directors, director nominees and executive officers as a group (seven individuals) | | | | 4,312,500 | | | | | 100% | | | | | 3,750,000 | | | | | 19.7% | | | | | | 4,293,750 | | | | | 100% | | | | | 3,750,000 | | | | | 19.7% | | |
Redemption Date | | | Fair Market Value of Class A Common Stock | | |||||||||||||||||||||||||||||||||||||||||||||||||||
(period to expiration of warrants) | | | 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 | | |||
| | | | | | | |
Odeon Capital Group, LLC | | | | | | | |
Total | | | | | 15,000,000 | | |
| | Paid by Integrated Energy Partners, LLC | | | Paid by Integrated Energy Transition Acquisition Corp. | | ||||||||||||||||||||
| | No Exercise | | Full Exercise | | | No Exercise | | Full Exercise | | ||||||||||||||||
Per Unit(1) | | | $ | 0.20 | | | | $ | 0.20 | | | | | $ | 0.70 | | | | $ | 0.70 | | | ||||
Total(1) | | | $ | 3,000,000 | | | | $ | 3,450,000 | | | | | $ | 7,500,000 | | | | $ | 9,075,000 | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| ||||||||
| | | | F-4 | | | ||
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | |
| | December 31, 2020 | | | September 30, 2021 (unaudited) | | December 31, 2020 | | ||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | |||
Current asset – Cash | | | $ | — | | | | | $ | — | | | | $ | — | | | |||
Deferred offering costs associated with the proposed public offering | | | | 233,900 | | | | | | 721,305 | | | | | 233,900 | | | |||
TOTAL ASSETS | | | $ | 233,900 | | | | | $ | 721,305 | | | | $ | 233,900 | | | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | |||
Current liabilities | | | | | | | | | | | | | | | | | | |||
Accounts expenses | | | $ | 28,892 | | | ||||||||||||||
Accrued expenses | | | $ | 29,350 | | | | $ | 28,892 | | | |||||||||
Accrued offering costs | | | | 208,909 | | | | | | 500,244 | | | | | 208,909 | | | |||
Promissory note – related party | | | | 112,712 | | | | | — | | | |||||||||
TOTAL LIABILITIES | | | | 237,801 | | | | | | 742,306 | | | | | 237,801 | | | |||
Commitments | | | | | | | | | | | | | | | | | | |||
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; 400,000,000 shares authorized; none issued and outstanding | | | | — | | | | | | — | | | | | — | | | |||
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 8,625,000 shares issued and outstanding (l) | | | | 863 | | | ||||||||||||||
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 4,312,500 and 8,625,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively, (l) | | | | 431 | | | | | 863 | | | |||||||||
Additional paid-in capital | | | | 24,128 | | | | | | 24,560 | | | | | 24,128 | | | |||
Accumulated deficit | | | | (28,892) | | | | | | (45,992) | | | | | (28,892) | | | |||
TOTAL STOCKHOLDERS’ EQUITY | | | | (3,901) | | | | | | (21,001) | | | | | (3,901) | | | |||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | $ | 233,900 | | | | | $ | 721,305 | | | | $ | 233,900 | | |
| | For the period from October 2, 2020 (inception) through December 31, 2020 | | | For the Nine months ended September 30, 2021 (unaudited) | | For the period from October 2, 2020 (inception) through December 31, 2020 | | ||||||||||||
Formation and operating costs | | | $ | 28,892 | | | | | $ | 17,100 | | | | $ | 28,892 | | | |||
Net loss | | | $ | (28,892) | | | | | $ | (17,100) | | | | $ | (28,892) | | | |||
Weighted average shares outstanding, basic and diluted(1) | | | | 7,500,000 | | | | | | 3,750,000 | | | | | 7,500,000 | | | |||
Basic and diluted net loss per Class B common share | | | $ | (0.00) | | | | | $ | (0.00) | | | | $ | (0.00) | | |
| | Class B Common Stock | | | Additional Paid-In Capital | | Equity Accumulated Deficit | | Total Stockholders’ Equity | | | Class B Common Stock | | | Additional Paid-In Capital | | Equity Accumulated Deficit | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||||||||||||||
| | Shares | | Amount | | | Shares | | Amount | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance – October 2, 2020 (inception) | | | | — | | | | $ | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | — | | | | $ | | | | $ | — | | | | $ | — | | | | $ | — | | | ||||||||||||
Issuance of Class B common stock to Sponsor (1) | | | | 8,625,000 | | | | | 863 | | | | | 24,128 | | | | | — | | | | | 24,991 | | | | | | 8,625,000 | | | | | 863 | | | | | 24,128 | | | | | — | | | | | 24,991 | | | ||||||||||
Net loss | | | | — | | | | | — | | | | | — | | | | | (28,892) | | | | | (28,892) | | | | | | — | | | | | — | | | | | — | | | | | (28,892) | | | | | (28,892) | | | ||||||||||
Balance – December 31, 2020 | | | | 8,625,000 | | | | $ | 863 | | | | $ | 24,128 | | | | $ | (28,892) | | | | $ | (3,901) | | | | | | 8,625,000 | | | | $ | 863 | | | | $ | 24,128 | | | | $ | (28,892) | | | | $ | (3,901) | | | ||||||||||
Share forfeiture | | | | (4,312,500) | | | | | (432) | | | | | 432 | | | | | | | | | | — | | | ||||||||||||||||||||||||||||||||||||
Net loss | | | | — | | | | | — | | | | | — | | | | | (17,100) | | | | | (17,100) | | | ||||||||||||||||||||||||||||||||||||
Balance – June 30, 2021 (unaudited) | | | | 4,312,500 | | | | $ | 431 | | | | $ | 24,560 | | | | $ | (45,992) | | | | $ | (21,001) | | |
| Cash Flows from Operating Activities: | | | | | | | | For the Nine months ended September 30, 2021 (unaudited) | | For the period from October 2, 2020 (inception) through December 31, 2020 | | |||||||||
| Net loss | | | $ | (28,892) | | | ||||||||||||||
| Changes in operating assets and liabilities: | | | | | | | ||||||||||||||
| Accrued expenses | | | | 28,892 | | | ||||||||||||||
| Accrued offering costs | | | | (24,991) | | | ||||||||||||||
| Net cash used in operating activities | | | | (24,991) | | | ||||||||||||||
| Cash Flows from Financing Activities: | | | | | | | ||||||||||||||
| Proceeds from issuance of Class B common stock to Sponsor | | | | 24,991 | | | ||||||||||||||
| Net cash used in operating activities | | | | 24,991 | | | ||||||||||||||
| Net Change in Cash | | | | — | | | ||||||||||||||
| Cash – Beginning | | | | — | | | ||||||||||||||
| Cash – Ending | | | $ | — | | | ||||||||||||||
| Non-cash investing and financing activities: | | | | | | | ||||||||||||||
| Deferred offering costs included in accrued offering costs | | | $ | 208,909 | | | ||||||||||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | ||||||||||
Net loss | | | $ | (17,100) | | | | $ | (28,892) | | | ||||||||||
Changes in operating assets and liabilities: | | | | | | | | ||||||||||||||
Accrued expenses | | | | 17,100 | | | | | 28,892 | | | ||||||||||
Accrued offering costs | | | | — | | | | | (24,991) | | | ||||||||||
Net cash used in operating activities | | | | — | | | | | (24,991) | | | ||||||||||
Cash Flows from Financing Activities: | | | | | | | | ||||||||||||||
Proceeds from issuance of Class B common stock to sponsor | | | | — | | | | | 24,991 | | | ||||||||||
Net cash provided by financing activities | | | | — | | | | | 24,991 | | | ||||||||||
Net Change in Cash | | | | — | | | | | — | | | ||||||||||
Cash – Beginning | | | | — | | | | | — | | | ||||||||||
Cash – Ending | | | $ | — | | | | $ | — | | | ||||||||||
Non-cash investing and financing activities: | | | | | | | | | | | | ||||||||||
Accrued expenses paid through promissory note – related party | | | $ | (16,642) | | | | | — | | | ||||||||||
Accrued offering costs paid through promissory note – related party | | | $ | (96,070) | | | | | — | | | ||||||||||
Deferred offering costs included in accrued offering costs | | | $ | 487,405 | | | | $ | 208,909 | | |
| SEC expenses | | | $ | 18,820 | | | SEC expenses | | | $ | 18,820 | | | ||
| FINRA filing fee | | | | 26,375 | | | FINRA filing fee | | | | 26,375 | | | ||
| Accounting fees and expenses | | | | 50,000 | | | Accounting fees and expenses | | | | 75,000 | | | ||
| Printing and engraving expenses | | | | 30,000 | | | Printing and engraving expenses | | | | 50,000 | | | ||
| Directors’ & officers’ liability insurance premiums(1) | | | | 473,000 | | | Directors’ & officers’ liability insurance premiums(1) | | | | 525,000 | | | ||
| Legal fees and expenses | | | | 325,000 | | | Legal fees and expenses | | | | 325,000 | | | ||
| NYSE listing and filing fees | | | | 75,000 | | | NYSE listing and filing fees | | | | 75,000 | | | ||
| Miscellaneous | | | | 1,805 | | | Miscellaneous | | | | 104,805 | | | ||
| Total offering expenses | | | $ | 1,000,000 | | | Total offering expenses | | | $ | 1,200,000 | | |
| Exhibit Number | | | Description | |
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| 10.1* | | | | |
| 10.2* | | | | |
| 10.3 | | | | |
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| 10.9 | | | | |
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| 23.2* | | | | |
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| 99.1* | | | | |
| 99.2* | | | | |
| 99.3* | | | | |
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| Name | | | Position | | | Date | |
| /s/ | | | Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | | | | |
| /s/ Christopher J. Close Christopher J. Close | | | Chief Financial Officer and Director (Principal Financial and Accounting Officer) | | | | |
| /s/ | | | President, Chief | | | |