☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands | N/A | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
660 Madison Ave., Suite 1600 New York, NY | 10065 Zip Code |
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Class A ordinary shares, par value $0.0001 per share | SSPK | The Nasdaq Stock Market LLC |
Redeemable warrants, each warrant exercisable for one | SSPKW | The Nasdaq Stock Market LLC |
Class A ordinary share at an exercise price of $11.50 | ||
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | SSPKU | The Nasdaq Stock Market LLC |
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
Emerging growth company ☒ |
(i) | Part I, Item 1A. Risk Factors; |
(ii) | Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; |
(iii) | Part II, Item 8. Financial Statements and Supplementary Data; |
(iv) | Part II, Item 9A. Controls and Procedures; and |
(v) | Part IV, Item 15. Exhibits, Financial Statement Schedules. |
Page | |||
v | |||
1 | |||
Item 1. | 1 | ||
Item 1A. | 12 | ||
Item 1B. | 51 | ||
Item 2. | 52 | ||
Item 3. | 52 | ||
Item 4. | 52 | ||
53 | |||
Item 5. | 53 | ||
Item 6. | 54 | ||
Item 7. | 54 | ||
Item 7A. | 59 | ||
Item 8. | 59 | ||
Item 9. | 59 | ||
Item 9A. | 59 | ||
Item 9B. | 60 | ||
61 | |||
Item 10. | 61 | ||
Item 11. | 69 | ||
Item 12. | 69 | ||
Item 13. | 72 | ||
Item 14. | 74 | ||
75 | |||
F-1 |
Item 1. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
Item 1A. | Risk Factors |
Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
On April 12, 2021, the SEC issued a statement (the “Statement”) discussing the accounting implications of certain terms that are common in warrants issued by special purpose acquisition companies (“SPACs”). In light of the Statement and guidance in ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, our management evaluated the terms of the Warrant Agreement entered into in connection with its initial public offering and concluded that its public warrants and private placement warrants (together, the “Warrants”) include provisions that, based on the Statement, preclude the Warrants from being classified as components of equity. As a result, we have classified the Warrants as liabilities. Under this accounting treatment, we are required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in our operating results for the current period. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside our control. We expect that we will recognize non-cash gains or losses due to the quarterly fair valuation of our Warrants and that such gains or losses could be material.
We have identified a material weakness in our internal control over financial reporting as of December 31, 2020. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
Following the issuance of the SEC Statement, on April 30, 2021, our management and its audit committee, after consultation with management and a discussion with Marcum LLP, the Company’s independent registered public accounting firm, concluded that, in light of the SEC Statement, it was appropriate to restate certain items in (i) the our previously issued audited balance sheet dated as of August 12, 2019, which was related to the IPO, and (ii) the our previously issued audited financial statements as of December 31, 2019 and December 31, 2020 and for the period from July 7, 2019 (inception) through December 31, 2019 and for the period from January 1, 2020 to December 31, 2020 (the “Relevant Periods”). See “—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As part of such process, we identified a material weakness in its internal controls over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
• | a limited availability of market quotations for our securities; |
• | reduced liquidity with respect to such securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage for our company; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities; |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | may significantly dilute the equity interest of investors in our IPO; |
• | may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
(i) | we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a newly issued price of less than $9.20 per Class A ordinary share; |
(ii) | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and |
(iii) | the market value is below $9.20 per share, |
• | The cannabis industry is extremely speculative and its legality is uncertain, making it subject to inherent risk; |
• | Use of cannabis that is not in compliance with the U.S. Controlled Substances Act is illegal under U.S. federal law, and therefore, strict enforcement of U.S. federal laws regarding the use, cultivation, manufacturing, processing, transportation, distribution, storage and/or sale of cannabis would likely result in our inability to execute a business plan in the cannabis industry; |
• | Changes in the current policies of the Biden Administration and the U.S. Department of Justice resulting in heightened enforcement of U.S. federal cannabis laws may negatively impact our ability to pursue our prospective business operations and/or generate revenues; |
• | U.S. federal courts may refuse to recognize the enforceability of contracts pertaining to any business operations that are deemed illegal under U.S. federal law and, as a result, cannabis-related contracts could prove unenforceable in such courts; |
• | Consumer complaints and negative publicity regarding cannabis-related products and services could lead to political pressure on states to implement new laws and regulations that are adverse to the cannabis industry, to not modify existing, restrictive laws and regulations or to reverse current favorable laws and regulations relating to cannabis; |
• | Assets leased to cannabis businesses may be forfeited to the U.S. federal government in connection with government enforcement actions under U.S. federal law; |
• | U.S. Food and Drug Administration regulation of cannabis and the possible registration of facilities where cannabis is grown could negatively affect the cannabis industry, which could directly affect our financial condition; |
• | Due to our proposed involvement in the regulated cannabis industry, we may have a difficult time obtaining the various insurance policies that are needed to operate our business, which may expose us to additional risks and financial liabilities; |
• | The cannabis industry may face significant opposition from other industries that perceive cannabis products and services as competitive with their own, including but not limited to the pharmaceutical industry, adult beverage industry and tobacco industry, all of which are have powerful lobbying and financial resources; |
• | Many national and regional banks have been resistant to doing business with cannabis companies because of the uncertainties presented by federal law and, as a result, we may have difficulty accessing the service of banks, which may inhibit our ability to open bank accounts or otherwise utilize traditional banking services; |
• | Due to our proposed involvement in the regulated cannabis industry, we may have a difficult time obtaining financing in connection with our initial business combination or thereafter; |
• | Laws and regulations affecting the regulated cannabis industry are varied, broad in scope and subject to evolving interpretations, and may restrict the use of the properties we acquire or require certain additional regulatory approvals, which could materially adversely affect our operations; |
• | Section 280E of the Internal Revenue Code of 1986, as amended, which disallows a tax deduction for any amount paid or incurred in carrying on any trade or business that consists of trafficking in controlled substances prohibited by federal or state law, may prevent us from deducting certain business expenditures, which would increase our net taxable income; and |
• | Risks similar to those discussed above based on regulations of other jurisdictions in which a prospective target may operate or be organized in. |
Item 1B. | Unresolved Staff Comments |
Item 2. | Properties |
Item 3. | Legal Proceedings |
Item 4. | Mine Safety Disclosures |
Item 5. |
Item 6. |
Item 7. |
Item 7A. |
Item 8. |
Item 9. |
Item 9A. | Controls and Procedures |
Item 9B. | Other Information |
Item 10. |
Name | Age | Title | ||
Scott Gordon | 59 | Chief Executive Officer and Chairman | ||
William Healy | 57 | President and Director | ||
Gregory M. Gentile | 44 | Chief Financial Officer | ||
Orrin Devinsky | 63 | Director | ||
Richard M. Goldman | 59 | Director | ||
Kenneth H. Landis | 70 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence and (4) the performance of our internal audit function and independent auditors; |
• | the appointment, compensation, retention, replacement and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent auditors; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and making recommendations to our board of directors with respect to the compensation and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; |
• | our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise authority for the purpose for which it is conferred; |
• | duty to not improperly fetter the exercise of future discretion; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
• | None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our initial shareholders have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination by July 10, 2021. However, if our initial shareholders or any of our officers, directors or affiliates acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial shareholders until the earlier of (1) one year after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. With certain limited exceptions, the private placement warrants and the Class A ordinary shares underlying such warrants will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own ordinary shares and warrants following our IPO, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination |
• | Our officers and directors may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and, as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
Individual | Entity | Entity’s Business | Affiliation | |||
Scott Gordon | Egg Rock Holdings (including subsidiaries operating the Papa & Barkley business line) | Cannabis products, manufacturing, processing, and logistics; hemp-derived CBD | Co-founder and Chairman | |||
Silver Spike Capital | Asset management fund focused on cannabis and related health & wellness industries | Manager, CEO | ||||
Silver Spike Acquisition Corp II | Blank check company | CEO and Chairman | ||||
William Healy | Silver Spike Capital | Asset management fund focused on cannabis and related health & wellness industries | Manager | |||
Silver Spike Acquisition Corp II | Blank check company | President and Director | ||||
Greg Gentile | Silver Spike Capital | Asset management fund focused on cannabis and related health & wellness industries | Manager, CFO | |||
Silver Spike Acquisition Corp II | Blank check company | CFO | ||||
Orrin Devinsky | NYU Langone Comprehensive Epilepsy Center | Medical center | Director | |||
NYU School of Medicine | Medical school | Professor of Neurology, Neuroscience, Psychiatry and Neurosurgery | ||||
Tilray | Pharmaceutical and cannabis | Chair of the Medical Advisory Board | ||||
Papa & Barkley | Cannabis products, manufacturing, processing, and logistics; hemp-derived CBD | Member of the Scientific Advisory Board | ||||
Tevard | Genetic therapy | Member of the Business and Scientific Advisory Boards | ||||
Engage Therapeutics | Biopharmaceutical | Member of the Business and Scientific Advisory Boards | ||||
Receptor Life Sciences | Cannabinoid medicine drug development | Chief Medical Officer | ||||
Empatica | Seizure detection watch | Member of the Scientific Advisory Board | ||||
RETTCO | Genetic therapy | Member of the Scientific Advisory Board | ||||
Qstate Biosciences | Genetic therapy | Member of the Scientific Advisory Board | ||||
Richard Goldman | Becket Capital, LLC | Advisory services firm for investment management companies | Managing Member | |||
O’Shares Investments ETF Trust | Exchange-traded investment fund | Independent Director | ||||
Harvest Volatility Edge Trust | Mutual fund investment trust | Independent Chairman of the Board | ||||
Trinitas Capital Management | Investment management firm | Member of Board of Directors | ||||
Axonic Alternative Income Interval Fund | Mutual fund | Lead Independent Director | ||||
Kenneth H. Landis | Landis Capital, LLC | Venture capital | Chief Executive Officer | |||
Suffield Academy | Preparatory school | Trustee | ||||
TULA Life, INC | Cosmetics | Member of Board of Directors | ||||
AllWork, Inc. | Human resources technology | Member of Board of Directors |
Item 11. |
Item 12. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our officers and directors; and |
• | all our officers and directors as a group. |
Class B ordinary shares(2) | Class A ordinary shares | |||||||||||||||||||
Name of Beneficial Owners(1) | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Voting Control | |||||||||||||||
Anthony A. Yoseloff (3) | — | — | 1,900,000 | 7.6 | % | 6.08 | % | |||||||||||||
Polar Asset Management Partners, Inc.(4) | — | — | 2,573,000 | 8.2 | % | 6.5 | % | |||||||||||||
Weiss Asset Management KO(5) | — | — | 1,890,387 | 6.1 | % | 4. | % | |||||||||||||
Silver Spike Sponsor, LLC(6) | 6,250,000 | 100 | % | — | — | 20.00 | % | |||||||||||||
Scott Gordon | — | — | — | — | — | |||||||||||||||
William Healy | — | — | — | — | — | |||||||||||||||
Gregory Gentile | — | — | — | — | — | |||||||||||||||
Orrin Devinsky | — | — | — | — | — | |||||||||||||||
Richard Goldman | — | — | — | — | — | |||||||||||||||
Kenneth Landis | — | — | — | — | — | |||||||||||||||
All directors and officers as a group (nine individuals) | — | — | — | — | — |
* | Less than one 1%. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is 660 Madison Ave, Suite 1600, New York, New York 10065, United States of America. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares on the first business day following our initial business combination on a one-for-one basis. |
(3) | Includes 357,960 Class A ordinary shares held by Davidson Kempner Partners (“DKP”); 755,630 Class A ordinary shares held by Davidson Kempner Institutional Partners, L.P. (“DKIP”); and 786,410 Class A ordinary shares held by Davidson Kempner International, Ltd. (“DKIL”). Davidson Kempner Capital Management LP (“DKCM”) acts as investment advisor to each of DKP, DKIP and DKIL either directly or by virtue of a sub-advisory agreement with the investment manager of the relevant fund. Mr. Anthony Yoseloff, though DKCM, is responsible for the voting and investment decisions related to the Class A ordinary shares held by DKP, DKIP and DKIL. The address of Mr. Yoseloff is c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022. |
(4) | Includes shares held by Polar Multi-Strategy Master Fund and certain managed accounts, for which Polar Asset Management Partners, Inc. serves as the investment advisor and has sole voting and dispositive power. The address of Polar Asset Management Partners, Inc. is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada. |
(5) | Includes Class A ordinary shares beneficially owned by a private investment partnership (the “Partnership”) of which BIP GP LLC is the sole general partner. Weiss Asset Management LP is the sole investment manager to the Partnership. WAM GP is the sole general partner of Weiss Asset Management LP. Andrew Weiss is the managing member of WAM GP and BIP GP. Shares reported for WAM GP, Mr. Andrew Weiss, Ph.D. and Weiss Asset Management include shares beneficially owned by the Partnership (and reported above for BIP GP LLC). BIP GP LLC, Weiss Asset Management LP, WAM GP LLC, and Andrew M. Weiss, Ph.D. have a business address of 222 Berkeley St., 16th floor, Boston, Massachusetts 02116. |
(6) | Our executive officers are the three managers of our sponsor’s board of managers. Any action by our sponsor with respect to our Company or the founders shares, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of our sponsor’s managers, none of the managers of our sponsor is deemed to be a beneficial owner of our sponsor’s securities, even those in which he holds a pecuniary interest. Accordingly, none of our executive officers is deemed to have or share beneficial ownership of the founders shares held by our sponsor. |
Item 13. |
• | Repayment of an aggregate of up to $250,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | Payment to our sponsor of up to $20,000 per month for office space, administrative and support services; |
• | Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and |
• | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. |
Item 14. |
Item 15. |
(1) | Financial Statements: |
Page | |
Report of Independent Registered Public Accounting Firm | F-2 |
Balance Sheet (Restated) | F-3 |
Statement of Operations (Restated) | F-4 |
Statement of Changes in Shareholders’ Equity (Restated) | F-5 |
Statement of Cash Flows (Restated) | F-6 |
Notes to Financial Statements (Restated) | F-7 |
(2) | Financial Statement Schedules: |
(3) | Exhibits: |
Exhibit No. | Description | |
Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 (File No. 333-235447) filed with the SEC on July 26, 2019) | ||
Amendment to Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2021) | ||
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended (incorporated herein by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020) | ||
Warrant Agreement, dated August 7, 2019, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2019) | ||
Letter Agreement, dated August 7, 2019, among the Company and its officers and directors and Silver Spike Sponsor, LLC (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2019) | ||
Investment Management Trust Agreement, dated December 10, 2019, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2019) | ||
Registration Rights Agreement, dated December 10, 2019, between the Company and certain security holders (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2019) | ||
Administrative Services Agreement, dated December 10, 2019, between the Company and Silver Spike Sponsor, LLC (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2019) | ||
Sponsor Warrants Purchase Agreement, dated December 10, 2019, between the Company and Silver Spike Sponsor, LLC (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2019) | ||
Agreement and Plan of Merger, dated December 10, 2020, by and among Silver Spike, Merger Sub, WMH and the Holder Representative named therein (incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2020) | ||
Form of Subscription Agreement (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2020) | ||
Form of Voting and Support Agreement, dated December 10, 2020 (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2020) | ||
Sponsor Letter Agreement, dated December 10, 2020, by and among Silver Spike, Merger Sub and WMH (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2020) | ||
Promissory Note dated February 18, 2021, issued by Silver Spike Acquisition Corp. to the Sponsor (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2021) | ||
Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | ||
Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | ||
Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | ||
Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | ||
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
* | Filed herewith. |
Item 16. | Form 10-K Summary |
Silver Spike Acquisition Corp. | |||
By: | /s/ Scott Gordon | ||
Name: | Scott Gordon | ||
Title: | Chief Executive Officer and Chairman |
Name | Positon | Date | ||
/s/ Scott Gordon | Chief Executive Officer and Chairman (Principal Executive Officer) | May 12, 2021 | ||
Scott Gordon | ||||
/s/ William Healy | President and Director | May 12, 2021 | ||
William Healy | ||||
/s/ Gregory M. Gentile | Chief Financial Officer (Principal Financial and Accounting Officer) | May 12, 2021 | ||
Gregory M. Gentile | ||||
/s/ Orrin Devinsky | Director | May 12, 2021 | ||
Orrin Devinsky | ||||
/s/ Richard M. Goldman | Director | May 12, 2021 | ||
Richard M. Goldman | ||||
/s/ Kenneth H. Landis | Director | May 12, 2021 | ||
Kenneth H. Landis |
F-2 | |
Financial Statements: | |
F-3 | |
F-4 | |
F-5 | |
F-6 | |
F-7 to F-23 |
December 31, | ||||||||
2020 | 2019 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | $ | 312,707 | $ | 894,589 | ||||
Prepaid expenses | 30,833 | 257,110 | ||||||
Total Current Assets | 343,540 | 1,151,699 | ||||||
Marketable securities held in Trust Account | 254,187,706 | 251,924,993 | ||||||
Total Assets | $ | 254,531,246 | $ | 253,076,692 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities - accounts payable and accrued expenses | $ | 3,152,970 | $ | 96,895 | ||||
Warrant Liability | 63,680,000 | 13,260,000 | ||||||
Deferred underwriting fee payable | 8,750,000 | 8,750,000 | ||||||
Total Liabilities | 75,582,970 | 22,106,895 | ||||||
Commitments | ||||||||
Class A ordinary shares subject to possible redemption, 17,108,250 and 22,424,313 shares at redemption value at December 31, 2020 and 2019, respectively | 173,948,273 | 225,969,796 | ||||||
Shareholders’ Equity | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,891,750 and 2,575,687 shares issued and outstanding (excluding 17,108,250 and 22,424,313 shares subject to possible redemption) at December 31, 2020 and 2019, respectively | 789 | 258 | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,250,000 shares issued and outstanding at December 31, 2020 and 2019 | 625 | 625 | ||||||
Additional paid-in capital | 52,020,992 | — | ||||||
Retained earnings (Accumulated Deficit) | (47,022,403 | ) | 4,999,118 | |||||
Total Shareholders’ Equity | 5,000,003 | 5,000,001 | ||||||
Total Liabilities and Shareholders’ Equity | $ | 254,531,246 | $ | 253,076,692 |
Year Ended | For the Period from June 7, 2019 (Inception) Through | |||||||
December 31, 2020 | December 31, 2019 | |||||||
Formation and operating costs | $ | 3,864,234 | $ | 306,834 | ||||
Compensation Expense | — | 280,000 | ||||||
Loss from operations | (3,864,234 | ) | (586,834 | ) | ||||
Other income (expense): | ||||||||
Interest earned on marketable securities held in Trust Account | 2,257,985 | 1,812,577 | ||||||
Change in fair value of warrant liability | (50,420,000 | ) | 4,645,000 | |||||
Transaction Costs | — | (630,591 | ) | |||||
Unrealized gain on marketable securities held in Trust Account | 4,728 | 112,416 | ||||||
Other (expense) income | (48,157,287 | ) | 5,939,402 | |||||
Net (loss) income | $ | (52,021,521 | ) | $ | 5,352,568 | |||
Basic and diluted weighted average shares outstanding, Ordinary shares subject to redemption | 22,226,328 | 21,936,952 | ||||||
Basic and diluted net income per share, Ordinary shares subject to redemption | $ | 0.07 | $ | 0.08 | ||||
Basic and diluted weighted average shares outstanding, Ordinary shares | 9,023,672 | 8,367,106 | ||||||
Basic and diluted net loss per share, Ordinary shares | $ | (5.94 | ) | $ | 0.42 |
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Retained | Total Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||||||||
Balance – June 7, 2019 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | 7,187,500 | 719 | 24,281 | — | 25,000 | |||||||||||||||||||||||
Sale of 25,000,000 Units, net of underwriting discounts and offering expenses | 25,000,000 | 2,500 | — | — | 225,589,729 | — | 225,592,229 | |||||||||||||||||||||
Forfeiture of 937,500 Class B ordinary shares | — | — | (937,500 | ) | (94 | ) | 94 | — | — | |||||||||||||||||||
Class A ordinary shares subject to possible redemption | (22,424,313 | ) | (2,242 | ) | — | — | (225,614,104 | ) | (353,450 | ) | (225,969,796 | ) | ||||||||||||||||
Net income | — | — | — | — | — | 5,352,568 | 5,352,568 | |||||||||||||||||||||
Balance – December 31, 2019 | 2,575,687 | 258 | 6,250,000 | 625 | — | 4,999,118 | 5,000,001 | |||||||||||||||||||||
Change in value of Class A ordinary shares subject to possible redemption | 5,316,063 | 531 | — | — | 52,020,992 | — | 52,021,523 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (52,021,521 | ) | (52,021,521 | ) | |||||||||||||||||||
Balance – December 31, 2020 | 7,891,750 | $ | 789 | 6,250,000 | $ | 625 | $ | 52,020,992 | $ | (47,022,403 | ) | $ | 5,000,003 |
Year Ended | For the Period from June 7, 2019 (Inception) Through | |||||||
December 31, 2020 | December 31, 2019 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net (loss) income | $ | (52,201,521 | ) | $ | 5,352,568 | |||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
Interest earned on marketable securities held in Trust Account | (2,257,985 | ) | (1,812,577 | ) | ||||
Change in fair value of warrant liability | 50,420,000 | (4,645,000 | ) | |||||
Compensation Expense | — | 280,000 | ||||||
Transaction Costs | — | 630,591 | ||||||
Unrealized gain on marketable securities held in Trust Account | (4,728 | ) | (112,416 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 226,277 | (257,110 | ) | |||||
Accounts payable and accrued expenses | 3,056,075 | 96,895 | ||||||
Net cash used in operating activities | (581,882 | ) | (467,049 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Investment of cash in Trust Account | — | (250,000,000 | ) | |||||
Net cash used in investing activities | — | (250,000,000 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from sale of Units, net of underwriting discounts paid | — | 245,000,000 | ||||||
Proceeds from sale of Private Placement Warrants | — | 7,000,000 | ||||||
Proceeds from promissory note – related party | — | 237,470 | ||||||
Repayment of promissory note - related party | — | (237,470 | ) | |||||
Payment of offering costs | — | (638,362 | ) | |||||
Net cash provided by financing activities | — | 251,361,638 | ||||||
Net Change in Cash | (581,882 | ) | 894,589 | |||||
Cash – Beginning | 894,589 | — | ||||||
Cash – Ending | $ | 312,707 | $ | 894,589 | ||||
Non-Cash Investing and Financing Activities: | ||||||||
Initial classification of Class A ordinary shares subject to possible redemption | $ | — | 219,701,630 | |||||
Change in value of Class A ordinary shares subject to possible redemption | $ | (52,021,523 | ) | $ | 6,268,166 | |||
Offering costs paid directly by Sponsor for issuance of Class B ordinary shares | $ | — | $ | 25,000 | ||||
Deferred underwriting fee | $ | — | $ | 8,750,000 |
NOTE 1. | DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS |
As Previously Reported | Adjustments | As Restated | ||||||||||
Balance sheet as of August 12, 2019 (audited) | ||||||||||||
Total Liabilities | $ | 9,194,592 | $ | 17,905,000 | $ | 27,099,592 | ||||||
Class A Ordinary Shares Subject to Possible Redemption | 237,606,630 | (17,905,000 | ) | 219,701,630 | ||||||||
Class A Ordinary Shares | 124 | 179 | 303 | |||||||||
Additional Paid-in Capital | 5,004,165 | 910,412 | 5,914,577 | |||||||||
Accumulated Deficit | (5,000 | ) | (910,591 | ) | (915,591 | ) | ||||||
Balance sheet as of September 30, 2019 (unaudited) | ||||||||||||
Total Liabilities | $ | 8,826,397 | $ | 18,365,000 | $ | 27,191,397 | ||||||
Class A Ordinary Shares Subject to Possible Redemption | 238,159,760 | (18,365,000 | ) | 219,794,760 | ||||||||
Class A Ordinary Shares | 125 | 183 | 308 | |||||||||
Additional Paid-in Capital | 4,451,128 | 1,370,408 | 5,821,536 | |||||||||
(Accumulated Deficit) Retained Earnings | 548,123 | (1,370,591 | ) | (822,468 | ) | |||||||
Balance sheet as of December 31, 2019 (audited) | ||||||||||||
Total Liabilities | $ | 8,846,895 | $ | 13,260,000 | $ | 22,106,895 | ||||||
Class A Ordinary Shares Subject to Possible Redemption | 239,229,796 | (13,260,000 | ) | 225,969,796 | ||||||||
Class A Ordinary Shares | 126 | 132 | 258 | |||||||||
Additional Paid-in Capital | 3,381,091 | (3,381,091 | ) | — | ||||||||
(Accumulated Deficit) Retained Earnings | 1,618,159 | 3,380,959 | 4,999,118 | |||||||||
Balance sheet as of March 31, 2020 (unaudited) | ||||||||||||
Total Liabilities | $ | 9,163,720 | $ | 13,065,000 | $ | 22,228,720 | ||||||
Class A Ordinary Shares Subject to Possible Redemption | 240,856,900 | (13,065,000 | ) | 227,791,900 | ||||||||
Class A Ordinary Shares | 129 | 129 | 258 | |||||||||
Additional Paid-in Capital | 1,753,984 | (1,753,984 | ) | — | ||||||||
(Accumulated Deficit) Retained Earnings | 3,245,266 | 1,753,855 | 4,999,121 | |||||||||
Balance sheet as of June 30, 2020 (unaudited) | ||||||||||||
Total Liabilities | $ | 9,187,458 | $ | 16,050,000 | $ | 25,237,458 | ||||||
Class A Ordinary Shares Subject to Possible Redemption | 240,695,088 | (16,050,000 | ) | 224,645,088 | ||||||||
Class A Ordinary Shares | 132 | 158 | 290 | |||||||||
Additional Paid-in Capital | 1,915,793 | (591,117 | ) | 1,324,676 | ||||||||
(Accumulated Deficit) Retained Earnings | 3,083,457 | 590,959 | 3,674,416 | |||||||||
Balance sheet as of September 30, 2020 (unaudited) | ||||||||||||
Total Liabilities | $ | 9,247,425 | $ | 17,355,000 | $ | 26,602,425 | ||||||
Class A Ordinary Shares Subject to Possible Redemption | 240,581,127 | (17,355,000 | ) | 223,226,127 | ||||||||
Class A Ordinary Shares | 133 | 171 | 304 | |||||||||
Additional Paid-in Capital | 2,029,753 | 713,870 | 2,743,623 | |||||||||
(Accumulated Deficit) Retained Earnings | 2,969,497 | (714,041 | ) | 2,255,456 | ||||||||
Balance sheet as of December 31, 2020 (audited) | ||||||||||||
Total Liabilities | $ | 11,902,970 | $ | 63,680,000 | $ | 75,582,970 | ||||||
Class A Ordinary Shares Subject to Possible Redemption | 237,628,272 | (63,679,999 | ) | 173,948,273 | ||||||||
Class A Ordinary Shares | 163 | 626 | 789 | |||||||||
Additional Paid-in Capital | 4,982,578 | 47,038,414 | 52,020,992 | |||||||||
(Accumulated Deficit) Retained Earnings | 16,638 | (47,039,041 | ) | (47,022,403 | ) | |||||||
Three months ended September 30, 2019 (unaudited) | ||||||||||||
Net loss | $ | 553,123 | $ | (1,370,591 | ) | $ | (817,468 | ) | ||||
Weighted average shares outstanding of redeemable ordinary shares | — | 21,970,163 | 21,970,163 | |||||||||
Basic and diluted net loss per share, ordinary shares subject to redemption | — | $ | 0.03 | $ | 0.03 | |||||||
Weighted average shares outstanding of ordinary shares | 6,910,082 | 953,636 | 7,863,718 | |||||||||
Basic and diluted net loss per share, ordinary shares | $ | (0.01 | ) | $ | (0.18 | ) | $ | (0.19 | ) | |||
Nine months ended September 30, 2019 (unaudited) | ||||||||||||
Net (loss) income | $ | 548,123 | $ | (1,370,591 | ) | $ | (822,468 | ) |
As Previously Reported | Adjustments | As Restated | ||||||||||
Weighted average shares outstanding of redeemable ordinary shares | — | 21,970,163 | 21,970,163 | |||||||||
Basic and diluted net loss per share, ordinary shares subject to redemption | — | $ | 0.03 | $ | 0.03 | |||||||
Weighted average shares outstanding of ordinary shares | 6,792,210 | 783,344 | 7,575,554 | |||||||||
Basic and diluted net loss per share, ordinary shares | $ | (0.02 | ) | $ | (0.17 | ) | $ | (0.19 | ) | |||
Year ended December 31, 2019 (audited) | ||||||||||||
Net income | $ | 1,618,159 | $ | 3,734,409 | $ | 5,352,568 | ||||||
Weighted average shares outstanding of redeemable ordinary shares | 23,754,184 | (1,817,232 | ) | 21,936,952 | ||||||||
Basic and diluted earnings per share, ordinary shares subject to redemption | $ | 0.08 | — | $ | 0.08 | |||||||
Weighted average shares outstanding of ordinary shares | 7,111,079 | 1,256,028 | 8,367,106 | |||||||||
Basic and diluted net loss per share, ordinary shares | $ | (0.03 | ) | $ | 0.45 | $ | 0.42 | |||||
Three months ended March 31, 2020 (unaudited) | ||||||||||||
Net income | $ | 1,627,107 | $ | 195,000 | $ | 1,822,107 | ||||||
Weighted average shares outstanding of redeemable ordinary shares | — | 22,424,313 | 22,424,313 | |||||||||
Basic and diluted earnings per share, ordinary shares subject to redemption | — | $ | 0.09 | $ | 0.09 | |||||||
Weighted average shares outstanding of ordinary shares | 7,509,819 | 1,315,868 | 8,825,687 | |||||||||
Basic and diluted net loss per share, ordinary shares | $ | (0.05 | ) | $ | 0.03 | $ | (0.02 | ) | ||||
Three months ended June 30, 2020 (unaudited) | ||||||||||||
Net loss | $ | (161,809 | ) | $ | (2,985,000 | ) | $ | (3,146,809 | ) | |||
Weighted average shares outstanding of redeemable ordinary shares | — | 22,419,605 | 22,419,605 | |||||||||
Weighted average shares outstanding of ordinary shares | 7,544,519 | 1,285,876 | 8,830,395 | |||||||||
Basic and diluted net loss per share, ordinary shares | $ | (0.03 | ) | $ | (0.33 | ) | $ | (0.36 | ) | |||
Six months ended June 30, 2020 (unaudited) | ||||||||||||
Net (loss) income | $ | 1,465,298 | $ | (2,790,000 | ) | $ | (1,324,702 | ) | ||||
Weighted average shares outstanding of redeemable ordinary shares | — | 22,421,959 | 22,421,959 | |||||||||
Basic and diluted earnings per share, ordinary shares subject to redemption | — | $ | 0.09 | $ | 0.09 | |||||||
Weighted average shares outstanding of ordinary shares | 7,527,169 | 1,300,872 | 8,828,041 | |||||||||
Basic and diluted net loss per share, ordinary shares | $ | (0.08 | ) | $ | (0.30 | ) | $ | (0.38 | ) | |||
Three months ended September 30, 2020 (unaudited) | ||||||||||||
Net loss | $ | (113,960 | ) | $ | (1,305,000 | ) | $ | (1,418,960 | ) | |||
Weighted average shares outstanding of redeemable ordinary shares | — | 22,104,581 | 22,104,581 | |||||||||
Weighted average shares outstanding of ordinary shares | 7,566,134 | 1,579,285 | 9,145,419 | |||||||||
Basic and diluted net loss per share, ordinary shares | $ | (0.02 | ) | $ | (0.14 | ) | $ | (0.16 | ) | |||
Nine months ended September 30, 2020 (unaudited) | ||||||||||||
Net (loss) income | $ | 1,351,338 | $ | (4,095,000 | ) | $ | (2,743,662 | ) | ||||
Weighted average shares outstanding of redeemable ordinary shares | — | 22,315,394 | 22,315,394 | |||||||||
Basic and diluted earnings per share, ordinary shares subject to redemption | — | $ | 0.09 | $ | 0.09 | |||||||
Weighted average shares outstanding of ordinary shares | 7,538,169 | 1,396,437 | 8,934,606 | |||||||||
Basic and diluted net loss per share, ordinary shares | $ | (0.10 | ) | $ | (0.44 | ) | $ | (0.54 | ) |
As Previously Reported | Adjustments | As Restated | ||||||||||
Year ended December 31, 2020 (audited) | ||||||||||||
Net loss | $ | (1,601,521 | ) | $ | (50,420,000 | ) | $ | (52,021,521 | ) | |||
Weighted average shares outstanding of redeemable ordinary shares | 23,699,368 | (1,473,041 | ) | 22,226,328 | ||||||||
Basic and diluted earnings per share, ordinary shares subject to redemption | $ | 0.07 | — | $ | 0.07 | |||||||
Weighted average shares outstanding of ordinary shares | 7,550,632 | 1,473,041 | 9,023,672 | |||||||||
Basic and diluted net loss per share, ordinary shares | $ | (0.42 | ) | $ | (5.52 | ) | $ | (5.94 | ) | |||
Statement of cash flows for the period from June 7, 2019 (inception) through September 30, 2019 (unaudited) | ||||||||||||
Net (loss) income | $ | 548,123 | $ | (1,370,591 | ) | $ | (822,468 | ) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Change in fair value of warrant liability | — | (460,000 | ) | (460,000 | ) | |||||||
Compensation expense | — | (280,000 | ) | (280,000 | ) | |||||||
Transaction costs | — | (630,591 | ) | (630,591 | ) | |||||||
Statement of cash flows year ended December 31, 2019 (audited) | ||||||||||||
Net income | $ | 1,618,159 | $ | 3,734,409 | $ | 5,352,568 | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Change in fair value of warrant liability | — | 4,645,000 | 4,645,000 | |||||||||
Compensation expense | — | (280,000 | ) | (280,000 | ) | |||||||
Transaction costs | — | (630,591 | ) | (630,591 | ) | |||||||
Statement of cash flows three months ended March 31, 2020 (unaudited) | ||||||||||||
Net income | $ | 1,627,107 | $ | 195,000 | $ | 1,822,107 | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Change in fair value of warrant liability | — | 195,000 | 195,000 | |||||||||
Statement of cash flows six months ended June 30, 2020 (unaudited) | ||||||||||||
Net (loss) income | $ | 1,465,298 | $ | (2,790,000 | ) | $ | (1,324,702 | ) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Change in fair value of warrant liability | — | (2,790,000 | ) | (2,790,000 | ) | |||||||
Statement of cash flows nine months ended September 30, 2020 (unaudited) | ||||||||||||
Net (loss) income | $ | 1,351,338 | $ | (4,095,000 | ) | $ | (2,743,662 | ) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Change in fair value of warrant liability | — | (4,095,000 | ) | (4,095,000 | ) | |||||||
Statement of cash flows year ended December 31, 2020 (audited) | ||||||||||||
Net loss | $ | (1,601,521 | ) | $ | (50,420,000 | ) | $ | (52,021,521 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Change in fair value of warrant liability | — | (50,420,000 | ) | (50,420,000 | ) |
NOTE 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
For year ended | For the Period from June 7, 2019 (Inception) through | |||||||
December 31, 2020 | December 31, 2019 | |||||||
Ordinary shares subject to possible redemption | ||||||||
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | ||||||||
Interest income | $ | 1,545,139 | $ | 1,721,223 | ||||
Unrealized gain on investments held in Trust Account | 3,235 | 106,750 | ||||||
Net income | $ | 1,548,374 | $ | 1,827,973 | ||||
Denominator: Weighted Average Ordinary shares subject to possible redemption | ||||||||
Basic and diluted weighted average shares outstanding | 22,226,328 | 21,936,952 | ||||||
Basic and diluted net income per share | $ | 0.07 | $ | 0.08 | ||||
Non-Redeemable Ordinary Shares | ||||||||
Numerator: Net Loss minus Net Earnings | ||||||||
Net (loss) income | $ | (52,021,521 | ) | $ | 5,352,568 | |||
Net loss allocable to Ordinary shares subject to possible redemption | (1,548,374 | ) | (1,827,973 | ) | ||||
Non-Redeemable Net (Loss) Income | $ | (53,569,895 | ) | $ | 3,524,595 | |||
Denominator: Weighted Average Non-Redeemable Ordinary Shares | ||||||||
Basic and diluted weighted average shares outstanding | 9,023,672 | 8,367,106 | ||||||
Basic and diluted net (loss) income per share | $ | (5.94 | ) | $ | 0.42 |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
NOTE 4. | INITIAL PUBLIC OFFERING |
NOTE 5. | PRIVATE PLACEMENT |
NOTE 6. | RELATED PARTY TRANSACTIONS |
NOTE 7. | COMMITMENTS |
NOTE 8. | SHAREHOLDERS’ EQUITY (RESTATED) |
NOTE 9. | WARRANT LIABILITY |
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to the warrant holders. |
NOTE 10. | FAIR VALUE MEASUREMENTS (RESTATED) |
• | Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
• | Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
• | Level 3: Unobservable inputs based on the Company assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description | Level | December 31, 2020 | December 31, 2019 | |||||||||
Assets: | ||||||||||||
Marketable securities held in Trust Account | 1 | $ | 254,187,706 | $ | 251,924,993 | |||||||
Liabilities | ||||||||||||
Warrant Liability – Public Warrants | 1 | 41,000,000 | 5,000,000 | |||||||||
Warrant Liability – Private Placement Warrants | 3 | 22,680,000 | 8,260,000 |
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of June 7, 2019 | $ | — | $ | — | $ | — | ||||||
Initial measurement on August 12, 2019 | 7,280,000 | 10,625,000 | 17,905,000 | |||||||||
Change in valuation inputs or other assumptions | 980,000 | (5,625,000 | ) | (4,645,000 | ) | |||||||
Fair value as of December 31, 2019 | 8,260,000 | 5,000,000 | 13,260,000 | |||||||||
Change in valuation inputs or other assumptions | 14,420,000 | 36,000,000 | 50,420,000 | |||||||||
Fair value as of December 31, 2020 | $ | 22,680,000 | $ | 41,000,000 | $ | 63,680,000 |
NOTE 11. | SUBSEQUENT EVENTS |