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 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
(Address of principal executive offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||
CAPS TM , each of one share of Class A |
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common stock, and one-fourth of oneredeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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iv |
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1 | ||||||
Item 1. |
1 | |||||
Item 1A. |
26 | |||||
Item 1B. |
61 | |||||
Item 2. |
61 | |||||
Item 3. |
61 | |||||
Item 4. |
61 | |||||
62 |
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Item 5. |
62 | |||||
Item 6. |
63 | |||||
Item 7. |
63 | |||||
Item 7A. |
70 | |||||
Item 8. |
70 | |||||
Item 9. |
70 | |||||
Item 9A. |
70 | |||||
Item 9B. |
71 | |||||
72 |
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Item 10. |
72 | |||||
Item 11. |
80 | |||||
Item 12. |
81 | |||||
Item 13. |
84 | |||||
Item 14. |
87 | |||||
88 |
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Item 15. |
88 | |||||
Item 16. |
89 | |||||
90 |
• | “amended and restated certificate of incorporation” are to our amended and restated certificate of incorporation in effect as of September 17, 2020 and the first amendment to the amended and restated certificate of incorporation in effect as of March 24, 2021; |
• | “Board” are to our board of directors; |
• | “Class A shares” are to our shares of Class A common stock, par value $0.0001 per share; |
• | “Class B shares” are to our shares of Class B common stock, par value $0.0001 per share; |
• | “Class F shares” are to our shares of Class F common stock, par value $0.0001 per share; |
• | “common stock” are to our Class A common stock, Class B common stock, and our Class F common stock; |
• | “directors” are to our current directors; |
• | “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our partnering transaction, including but not limited to a private placement of such securities; |
• | “founder shares” are to our Class F shares and our Class A shares issued upon the automatic conversion thereof at the time of our partnering transaction as provided herein; |
• | “initial stockholders” are to our sponsor and any other holders of our founder shares immediately prior to our initial public offering; |
• | “letter agreement” refers to the letter agreement, dated September 15, 2020, by and among, the company, the sponsor and each of the company’s directors and officers; |
• | “management” or our “management team” are to our officers; |
• | “partnering transaction” are to effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses which may be held by one or more third-party sponsors; |
• | “performance shares” are to our Class B shares issued to our sponsor; |
• | “permitted withdrawals” are to the withdrawals permitted to be made by us from the trust account to pay taxes including income and franchise taxes and to withdraw up $100,000 in dissolution expenses in the event we do not complete a partnering transaction within 4 months (or 27 months, as applicable); |
• | “private placement CAPS TM ” are to the private placement shares and warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any, which private placement CAPSTM are identical to the CAPSTM sold in our initial public offering, subject to certain limited exceptions as described in this Report; |
• | “private placement shares” are to the shares of Class A common stock sold as part of the private placement CAPS TM ; |
• | “public shares” are to the shares of our Class A common stock sold as part of the CAPS TM in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); |
• | “public stockholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of his, her or its status as a “public stockholder” shall only exist with respect to such public shares; |
• | “sponsor” are to ENPC Holdings, LLC, a Delaware limited liability company; |
• | “warrants” or “public warrants” are to our warrants sold as part of the CAPS TM in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market) and as part of the private placement CAPSTM ; |
• | “warrant agreement” refers to the warrant agreement, dated September 15, 2020, by and among the company and Continental Stock Transfer & Trust Company, a New York corporation as warrant agent, as amended by the first amendment to the warrant agreement, dated March 24, 2021; and |
• | “we,” “us,” “our,” and “the Company,” are to Executive Network Partnering Corporation, a Delaware corporation. |
• | our ability to select an appropriate partnering candidate or candidates; |
• | our ability to complete our partnering transaction; |
• | our expectations around the performance of the prospective business or businesses with which we partner; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our partnering transaction; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our partnering transaction; |
• | our potential ability to obtain additional financing to complete our partnering transaction; |
• | our pool of prospective partnering candidates; |
• | our ability to consummate a partnering transaction due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential partnering transaction opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance following our initial public offering. |
• | We are a company established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization, or similar partnering transaction with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us. |
• | Our stockholders may not be afforded an opportunity to vote on our proposed partnering transaction, which means we may complete our partnering transaction even though a majority of our stockholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential partnering transaction may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek stockholder approval of our partnering transaction, our initial stockholders and management team have agreed to vote in favor of such partnering transaction, regardless of how our public stockholders vote. |
• | The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential partnering candidate, which may make it difficult for us to enter into a partnering transaction with a partnering candidate. |
• | The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable partnering transaction or optimize our capital structure. |
• | The requirement that we complete our partnering transaction within 24 months (or 27 months, as applicable) after the closing of our initial public offering may give potential partnering candidates leverage over us in negotiating a partnering transaction and may limit the time we have in which to conduct due diligence on potential partnering transaction candidates, in particular as we approach our dissolution deadline, which could undermine our ability to complete our partnering transaction on terms that would produce value for our stockholders. |
• | Our search for a partnering transaction, and any partnering candidate with which we ultimately consummate a partnering transaction, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. |
ITEM 1. |
BUSINESS |
• | History of success within private equity over the past 22 years; |
• | Complementary skills and experience across a diverse set of industries, providing a solid foundation for our investment process; and |
• | Broad and deep experience in the skill sets necessary to grow and complete a partnering transaction. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our partnering transaction, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Type of Transaction |
Whether Stockholder Approval Is Required | |
Purchase of assets | No | |
Purchase of stock of partnering candidate not involving a merger with the Company | No | |
Merger of partnering candidate into a subsidiary of the Company | No | |
Merger of the Company with a partnering candidate | Yes |
• | we issue shares of common stock that will be equal to or in excess of 20% of the number of our shares of common stock then outstanding (other than in a public offering); |
• | any of our directors, officers or substantial shareholders (as defined by the NYSE rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the partnering candidate or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more; or |
• | the issuance or potential issuance of common stock will result in our undergoing a change of control. |
• | 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. |
• | 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 partnering transaction, which contain substantially the same financial and other information about the partnering transaction and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
ITEM 1A. |
RISK FACTORS |
• | may significantly dilute the equity interest of investors in our initial public offering (which dilutive effect would increase as the price of our Class A common stock increases on a year-over-year basis, in respect of shares issued upon conversion of the performance shares); |
• | may subordinate the rights of holders of shares of Class A common stock if shares of preferred stock are issued with rights senior to those afforded shares of our Class A common stock; |
• | could cause a change in control if a substantial number of shares of Class A common stock is 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 CAPS TM , shares of Class A common stock and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after a partnering transaction 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 is outstanding; |
• | our inability to pay dividends on shares of our Class A common stock; |
• | 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 shares of our Class A common stock 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. |
• | 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 not subject to. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future partnering transactions may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
ITEM 2. |
PROPERTIES |
ITEM 3. |
LEGAL PROCEEDINGS |
ITEM 4. |
MINE SAFETY DISCLOSURES |
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES |
(a) |
Market Information |
(b) |
Holders |
(c) |
Dividends |
( d) |
Securities Authorized for Issuance Under Equity Compensation Plans |
(e) |
Performance Graph |
(f) |
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings |
(g) |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
ITEM 6. |
SELECTED FINANCIAL DATA |
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. |
CONTROLS AND PROCEDURES |
ITEM 9B. |
OTHER INFORMATION |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name |
Age |
Position | ||||
Alex J. Dunn |
49 | Chief Executive Officer, Chief Financial Officer and Director | ||||
Paul Ryan |
51 | Chairman of the Board of Directors | ||||
Richard Boyce |
66 | Director | ||||
Michael M. Calbert |
58 | Director | ||||
Gisel Ruiz |
50 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent auditor; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent auditor; |
• | determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | 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’s based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing 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 executive 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. |
• | identifying individuals qualified to become members of the board of directors and making recommendations to the board of directors regarding nominees for election; |
• | reviewing the independence of each director and making a recommendation to the board of directors with respect to each director’s independence; |
• | developing and recommending to the board of directors the corporate governance principles applicable to us and reviewing our corporate governance guidelines at least annually; |
• | making recommendations to the board of directors with respect to the membership of the audit, compensation and corporate governance and nominating committees; |
• | overseeing the evaluation of the performance of the board of directors and its committees on a continuing basis, including an annual self-evaluation of the performance of the corporate governance and nominating committee; |
• | considering the adequacy of our governance structures and policies, including as they relate to our environmental sustainability and governance practices; |
• | considering directors recommended by stockholders; and |
• | reviewing our overall corporate governance and reporting to the board of directors on its findings and any recommendations. |
• | should possess personal qualities and characteristics, accomplishments and reputation in the business community; |
• | should have current knowledge and contacts in the communities in which we do business and in our industry or other industries relevant to our business; |
• | should have the ability and willingness to commit adequate time to the board of directors and committee matters; |
• | should demonstrate ability and willingness to commit adequate time to the board of directors and committee matters; |
• | should possess the fit of the individual’s skills and personality with those of other directors and potential directors in building a board of directors that is effective, collegial and responsive to our needs; and |
• | should demonstrate diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable the board to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our Company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Alex Dunn | — | — | — | |||
Paul Ryan | Fox Corporation | Media | Director | |||
Dick Boyce | Schafer Meadows | Early Stage Investing | Manager | |||
Allbirds, Inc. | Retail | Director | ||||
Spyce Food Co. | Restaurants | Director | ||||
Gisel Ruiz | Vital Farms, Inc. | Consumer Food | Director | |||
Michael M. Calbert | AutoZone | Retail | Director | |||
Vestcom International | Media | Director | ||||
Brookshire Grocery Company | Consumer | Director | ||||
Dollar General | Retail | Director |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a partnering transaction and their other businesses. We do not intend to have any full-time employees prior to the completion of our partnering transaction. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our initial stockholders purchased founder shares prior to our initial public offering and purchased private placement CAPS TM . Our initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of our partnering transaction. The other members of our management team have entered into agreements similar to the one entered into by our initial stockholders with respect to any public shares acquired by them in or after our initial public offering. Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our partnering transaction within the prescribed time frame. If we do not complete our partnering transaction within the prescribed time frame, the private placement CAPSTM will expire worthless. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular partnering transaction if the retention or resignation of any such officers and directors was included by a partnering candidate as a condition to any agreement with respect to our partnering transaction |
ITEM 11. |
EXECUTIVE COMPENSATION |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our executive officers and directors; and |
• | all our executive officers and directors as a group. |
Class A Common Stock |
Class F Common Stock (2) |
|||||||||||||||
Name of Beneficial Owners (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
||||||||||||
ENPC Holdings, LLC (our sponsor) (3) |
245,600 | * | 806,400 | 97.3 | % | |||||||||||
Owl Creek Asset Management, L.P. (4) |
1,299,992 | 7.7 | % | — | — | |||||||||||
Apollo Management Holdings GP, LLC (5) |
1,054,810 | 6.2 | % | — | — | |||||||||||
Magnetar Financial LLC (6) |
1,105,000 | 6.5 | % | — | — | |||||||||||
Integrated Core Strategies (US) LLC (7) |
1,221,856 | 7.2 | % | — | — | |||||||||||
Alex Dunn |
— | — | — | — | ||||||||||||
Paul Ryan |
— | — | — | — | ||||||||||||
Richard Boyce |
— | — | 7,200 | * | ||||||||||||
Michael M. Calbert |
— | — | 7,200 | * | ||||||||||||
Gisel Ruiz |
— | — | 7,200 | * | ||||||||||||
All officers and directors as a group (five individuals) |
— | — | 21,600 | * |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following is 137 Newbury Street, 7th Floor Boston, MA 02116. |
(2) | Class F common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our partnering transaction on a one-for-one |
(3) | ENPC Holdings, LLC, our sponsor, is the record holder of the shares reported herein. Alex J. Dunn, Taggart M. Romney, Eric F. Scheuermann, and Spencer J. Zwick are the four managers of our sponsor’s board of managers. Any action by our sponsor with respect to our Company or our founder shares, including voting and dispositive decisions, requires at least 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 the managers, none of the managers is deemed to be a beneficial owner of securities held by our sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on our sponsor’s board of managers is deemed to have or share beneficial ownership of the shares held by our sponsor. This information is based on the Schedule 13 filed on February 12, 2021 by ENPC Holdings, LLC. |
(4) | Based solely on the Schedule 13G/A filed jointly on February 16, 2021 by (i) Owl Creek I, L.P., a Delaware limited partnership (“Owl Creek I”), with respect to the 42,584 shares of common stock directly held by it; (ii) Owl Creek II, L.P., a Delaware limited partnership (“Owl Creek II”), with respect to the 265,248 shares of common stock directly held by it; (iii) Owl Creek Overseas Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands (“Owl Creek Overseas”), with respect to the 601,476 shares of common stock directly held by it; (iv) Owl Creek SRI Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands (“Owl Creek SRI”), with respect to the 39,336 shares of common stock directly held by it; (v) Owl Creek Credit Opportunities Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Owl Creek Credit Fund”), with respect to the 281,080 shares of common stock directly held by it; (vi) Owl Creek Advisors, LLC, a Delaware limited liability |
company (“Owl Creek Advisors”), the general partner of Owl Creek I, Owl Creek II, and Owl Creek Credit Fund, with respect to the shares of common stock directly held by Owl Creek I, Owl Creek II and Owl Creek Credit Fund; (vii) Owl Creek Asset Management, L.P., a Delaware limited partnership (the “Investment Manager”), the investment manager of Owl Creek I, Owl Creek II, Owl Creek Overseas and Owl Creek Credit Fund, and as a sub-adviser to a pooled investment vehicle (the “Managed Account”), with respect to the shares of common stock directly held by Owl Creek I, Owl Creek II, Owl Creek Overseas, Owl Creek SRI and Owl Creek Credit Fund; and the Managed Account, and (viii) Jeffrey A. Altman, as managing member of the general partner of the Investment Manager, with respect to shares of common stock directly held by Owl Creek I, Owl Creek II, Owl Creek Overseas, Owl Creek SRI, Owl Creek Credit Fund and the Managed Account. The address of principal business office for each is 640 Fifth Avenue, 20th Floor, New York, NY 10019. |
(5) | Based solely on the Schedule 13G/A filed jointly on February 12, 2021 by (i) Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”); (ii) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”); (iii) Apollo ST Fund Management LLC (“ST Management”); (iv) Apollo ST Operating LP (“ST Operating”); (v) Apollo ST Capital LLC (“ST Capital”); (vi) ST Management Holdings, LLC (“ST Management Holdings”); (vii) Apollo A-N Credit Fund (Delaware), L.P. (“A-N Credit”); (viii) Apollo A-N Credit Management, LLC (“A-N Credit Management”); (ix) Apollo Credit Management, LLC (“ACM LLC”); (x) Apollo Capital Credit Management, LLC (“ACCM LLC”); (xi) Apollo SA Management, LLC (“SA Management”); (xii) Apollo Capital Management, L.P. (“Capital Management”); (xiii) Apollo Capital Management GP, LLC (“Capital Management GP”); (xiv) Apollo Management Holdings, L.P. (“Management Holdings”); and (xv) Apollo Management Holdings GP, LLC (“Management Holdings GP”). PPF Credit Strategies, Credit Strategies, and A-N Credit, each hold securities of the Company. Credit Strategies is the sole member of PPF Credit Strategies. ST Management serves as the investment manager for Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management Holdings is the sole member of ST Capital. A-N Credit Management serves as the investment manager for A-N Credit. ACM LLC provides investment management services for Franklin K2 Long Short Credit Fund (“Franklin K2”) and FASF Franklin K2 Alternative Strategies Fund (“FASF-Franklin K2”). ACCM LLC is the sole member of ACM LLC. SA Management provides investment management services for Franklin Templeton Investment Funds—Franklin K2 Alternative Strategies Fund (“FTIF-Franklin K2”) and Franklin Templeton Investment Funds—Franklin K2 Long/Short Credit Fund (“FTIF Franklin K2 Long/Short”). Capital Management serves as the sole member of A-N Credit Management, ACCM LLC, and SA Management, the sole member and manager of ST Management Holdings, and provides investment management services for K2 Apollo Liquid Credit Master Fund Ltd. (“K2 Apollo”). Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings. The address of the principal office of each of PPF Credit Strategies and A-N Credit is One Manhattanville Road, Suite 201, Purchase, New York 10577. The address of the principal office of Credit Strategies is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY-9008, Cayman Islands. The address of the principal office of each of ST Management, ST Operating, ST Capital, ST Management Holdings, A-N Credit Management, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019. |
(6) | Based solely on the Schedule 13G filed jointly on February 12, 2021 by (i) Magnetar Financial LLC (“Magnetar Financial”); (ii) Magnetar Capital Partners LP (“Magnetar Capital Partners”); (iii) Supernova Management LLC (“Supernova Management”); and (iv) Alec N. Litowitz (“Mr. Litowitz”). The shares are held for Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Constellation Fund II, Ltd (“Constellation Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”), Magnetar Capital Master Fund Ltd, (“Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”), Purpose Alternative Credit Fund Ltd (“Purpose Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP, (“Structured Credit Fund”), a Delaware limited partnership; Magnetar Lake Credit Fund LLC (“Lake Credit Fund”) and Purpose Alternative Credit Fund – T LLC (“Purpose Fund–T”), Delaware limited liability companies; collectively (the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the CAPS held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent |
holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz. The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13 th Floor, Evanston, Illinois 60201. |
(7) | Based solely on the Schedule 13G/A filed jointly on January 25, 2021 by (i) Integrated Core Strategies (US) LLC, a Delaware limited liability company (“Integrated Core Strategies”), beneficial owner of 811,856 shares of the Issuer’s Class A common stock as a result of holding 741,856 shares of the Issuer’s Class A common stock and 70,000 of the Issuer’s CAPS ™ ; (ii) Riverview Group LLC, a Delaware limited liability company (“Riverview Group”), beneficial owner of 200,000 shares of the Issuer’s Class A common stock; and (iii) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands (“ICS Opportunities”), beneficial owner of 210,000 shares of the Issuer’s Class A common stock as a result of holding 210,000 of the Issuer’s CAPS™ , which together with the shares of the Issuer’s Class A common stock beneficially owned by Integrated Core Strategies and Riverview Group represented 1,221,856 shares of the Issuer’s Class A common stock outstanding. Millennium International Management LP, a Delaware limited partnership (“Millennium International Management”), is the investment manager to ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millennium Management LLC, a Delaware limited liability company (“Millennium Management”), is the general partner of the managing member of Integrated Core Strategies and Riverview Group and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Management is also the general partner of the 100% owner of ICS Opportunities and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millennium Group Management LLC, a Delaware limited liability company (“Millennium Group Management”), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen (“Mr. Englander”), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Riverview Group and ICS Opportunities. The address of the principal business office of each of Integrated Core Strategies, Riverview Group, ICS Opportunities, Millennium International Management, Millennium Management, Millennium Group Management, and Mr. Englander is 666 Fifth Avenue, New York, New York 10103. |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
ITEM 15. |
EXHIBITS, FINANCIAL STATEMENTS SCHEDULES |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements |
(2) | Financial Statement Schedules |
(3) | Exhibits |
* | Filed herewith. |
** | Furnished herewith. |
(1) | Incorporated by reference to the registrant’s Registration Statement on Form S-1, filed with the SEC on September 14, 2020. |
(2) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on September 21, 2020. |
(3) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March, 25, 2021. |
(4) | Incorporated by reference to the registrant’s Annual Report on Form 10-K filed with the SEC on March 31, 2021. |
ITEM 16. |
FORM 10-K SUMMARY |
EXECUTIVE NETWORK PARTNERING CORPORATION | ||
/s/ Alex J. Dunn | ||
Name: | Alex J. Dunn | |
Title: | Chief Executive Officer and Chief Financial Officer |
Name |
Position |
Date | ||
/s/ Paul Ryan |
Chairman of the Board of Directors | January 31, 2022 | ||
Paul Ryan | ||||
/s/ Alex J. Dunn |
Chief Executive Officer, Chief Financial Officer, and Director | January 31, 2022 | ||
Alex J. Dunn | ( Principal Executive Officer, Principal Financial and Accounting Officer |
|||
/s/ Richard Boyce |
Director | January 31, 2022 | ||
Richard Boyce | ||||
/s/ Michael M. Calbert |
Director | January 31, 2022 | ||
Michael M. Calbert | ||||
/s/ Gisel Ruiz |
Director | January 31, 2022 | ||
Gisel Ruiz |
Page |
||||
F-2 |
||||
Financial Statements: |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
December 31, 2020 |
||||
Assets: |
||||
Current assets: |
||||
Cash |
$ | |||
Prepaid expenses |
||||
Total current assets |
||||
Investments held in Trust Account |
||||
Total Assets |
$ |
|||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
||||
Current liabilities: |
||||
Accounts payable |
$ | |||
Accrued expenses |
||||
Franchise tax payable |
||||
Total current liabilities |
||||
Derivative warrant liabilities |
||||
Total Liabilities |
||||
Commitments and Contingencies |
||||
Class A common stock subject to possible redemption; $ hares issued and outstanding a t $ |
||||
Stockholders’ Deficit: |
||||
Preferred stock, $ |
||||
Class A common stock, $ |
||||
Class B common stock, $ |
||||
Class F common stock, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total stockholders’ deficit |
( |
) | ||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
|||
(1) |
On March 24, 2021, the Company effected a 2.5:1 forward stock split for each share of Class A common stock and Class B common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. |
For the Period from June 22, 2020 (Inception) through December 31, 2020 |
||||
Operating expenses |
||||
General and administrative expenses |
$ | |||
Administrative fee - related party |
||||
Franchise tax expense |
||||
Loss from Operations |
( |
) | ||
Change in fair value of warrant liabilities |
||||
Offering costs associated with public and private warrants |
( |
) | ||
Income from investments held in Trust Account |
||||
Net income |
$ | |||
Weighted average shares outstanding of Class A common stock, basic and diluted (1) |
||||
Basic and diluted net income per share, Class A common stock |
$ | |||
Weighted average shares outstanding of Class B common stock, basic and diluted (2) |
||||
Basic and diluted net income per share, Class B common stock |
$ | |||
Weighted average shares outstanding of Class F common stock, basic and diluted (3) |
||||
Basic and diluted net income per share, Class F common stock |
$ | |||
(1) |
On March 24, 2021, the Company effected a |
(2) |
On July 17, 2020, the Company effected a |
(3) |
On July 29, 2020, the Company effected a reverse stock split for all Class F common stock issued and outstanding. On September 17, 2020, the Company effected a 1 for |
Common Stock |
Total Stockholders’ |
|||||||||||||||||||||||||||||||||||
Class A (1) |
Class B (2) |
Class F (3) |
Additional Paid-In |
Accumulated |
||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||||||||
Balance - June 22, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— |
— | — |
— | — | |||||||||||||||||||||||||||||||
Issuance of Class F common stock to Sponsor |
— | — |
— | — | — | |||||||||||||||||||||||||||||||
Excess cash received over the fair value of the private warrants |
— |
— | — |
— | — | |||||||||||||||||||||||||||||||
Accretion on Class A common stock subject to possible redemption amount |
— |
— | — |
— | — |
— | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
Net income |
— |
— | — |
— | — |
— | — | |||||||||||||||||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||
(1) |
On March 24, 2021, the Company effected a |
(2) |
On July 17, 2020, the Company effected a |
(3) |
On July 29, 2020, the Company effected a reverse stock split for all Class F common stock issued and outstanding. On September 17, 2020, the Company effected a 1 for |
Cash Flows from Operating Activities: |
||||
Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
||||
General and administrative expenses paid by related party under note payable |
||||
Interest earned on investments held in Trust Account |
( |
) | ||
Offering costs associated with derivative warrant liabilities |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Changes in assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable |
||||
Accrued expenses |
||||
Franchise tax payable |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities |
||||
Cash deposited in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds received from initial public offering, gross |
||||
Proceeds received from private placement |
||||
Repayment of note payable to related party |
( |
) | ||
Offering costs paid |
( |
) | ||
Net cash provided by financing activities |
||||
Net change in cash |
||||
Cash - beginning of the period |
||||
Cash - end of the period |
$ |
|||
Supplemental disclosure of noncash activities: |
||||
Offering costs paid in exchange for issuance of Class B common stock to Sponsor |
$ | |||
Offering costs paid in exchange for issuance of Class F common stock to Sponsor |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Offering costs paid through note payable |
$ | |||
Accretion on Class A common stock subject to possible redemption amount |
$ |
As of December 31, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Balance Sheet |
||||||||||||
Total assets |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
$ | $ | $ | |||||||||
Class A common stock subject to possible redemption |
||||||||||||
Stockholders’ equity (deficit) |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) | ||||||||||
Class B common stock |
||||||||||||
Class F common stock |
||||||||||||
Additional paid-in-capital |
( |
) | ||||||||||
Retained earnings (accumulated deficit) |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) |
$ | $ | $ | |||||||||
|
|
|
|
|
|
For the Period from June 22, 2020 (Inception) through December 31, 2020 |
||||||||||||
As Previously Reported |
Adjustment |
As Restated |
||||||||||
Statement of Operations |
||||||||||||
Net income |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding of redeemable Class A common stock, basic and diluted |
( |
) | ||||||||||
Basic and diluted net income per share of redeemable Class A common stock |
$ | $ | $ | |||||||||
Weighted average shares outstanding of non redeemable Class A, Class B and Class F common stock, basic and diluted |
( |
) | ||||||||||
Basic and diluted net income per share of non redeemable Class A, Class B and Class F common stock |
$ | $ | ( |
) | $ | |||||||
Weighted average shares outstanding of Class A common stock, basic and diluted |
||||||||||||
Basic and diluted net income per share of Class A common stock |
$ | $ | $ | |||||||||
Weighted average shares outstanding of Class B common stock, basic and diluted |
||||||||||||
Basic and diluted net income per share of Class B common stock |
$ | $ | $ | |||||||||
Weighted average shares outstanding of Class F common stock, basic and diluted |
||||||||||||
Basic and diluted net income per share of Class F common stock |
$ | $ | $ |
For the Period from June 22, 2020 (Inception) through December 31, 2020 |
||||||||||||
As Previously Reported |
Adjustment |
As Restated |
||||||||||
Statement of Cash Flows - Supplemental disclosure of noncash activities: |
||||||||||||
Initial Value of Class A common stock subject to possible redemption |
$ | $ | ( |
) | $ | |||||||
Change in fair value of Class A common stock subject to possible redemption |
$ | $ | ( |
) | $ | |||||||
Accretion on Class A common stock subject to possible redemption amount |
$ | $ | $ |
As of September 18, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Balance Sheet |
||||||||||||
Total assets |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
$ | |||||||||||
Class A common stock subject to possible redemption |
||||||||||||
Stockholders’ equity (deficit) |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) | ||||||||||
Class B common stock |
||||||||||||
Class F common stock |
||||||||||||
Additional paid-in-capital |
( |
) | ||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) |
$ | $ | $ | |||||||||
|
|
|
|
|
|
• | 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. |
For the Period from June 22, 2020 (Inception) through December 31, 2020 |
||||||||||||
Class A |
Class B |
Class F |
||||||||||
Numerator: |
||||||||||||
Allocation of net income |
$ | $ | $ | |||||||||
Denominator: |
||||||||||||
Weighted average common stock outstanding, basic and diluted |
||||||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net income per share of common stock |
$ | $ | $ | |||||||||
|
|
|
|
|
|
• | at any time while the warrants are exercisable, |
• | upon a minimum of |
• | if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $18.00 per share for any “ trading period”) ending three business days before the Company sends the notice of redemption, and |
• | if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption. |
Gross proceeds from Initial Public Offering |
$ | |||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A common stock subject ot possible redemption |
( |
) | ||
Plus: |
||||
Accretion on Class A common stock subject to possible redemption value |
||||
Class A common stock subject to possible redemption |
$ | |||
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets |
||||||||||||
Investmets held in Trust Account - U.S. Treasury Securities |
$ | $ | — | $ | — | |||||||
Liabilities |
||||||||||||
Derivative warrant liabilities -Public Warrants |
$ | $ | — | $ | — | |||||||
Derivative warrant liabilities -Private Warrants |
$ | — | $ | — | $ |
As of September 18, 2020 |
As of December 31, 2020 |
|||||||
Exercise price |
$ | $ | ||||||
Stock price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Term |
||||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Level 3 derivative warrant liabilities at June 22, 2020 (inception) |
$ | — | ||||||
Issuance of Public and Private Warrants |
||||||||
Transfer of Public Warrants to Level 1 |
( |
) | ||||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||
Level 3 derivative warrant liabilities at December 31, 2020 |
$ | |||||||
Current |
||||
Federal |
$ | ( |
) | |
State |
||||
Deferred |
||||
Federal |
( |
) | ||
State |
||||
Change in valuation allowance |
||||
Income tax provision |
$ | |||
Deferred tax assets: |
||||
Start-up/Organization costs |
$ | |||
Net operating loss carryforwards |
||||
Total deferred tax assets |
||||
Valuation allowance |
( |
) | ||
Deferred tax asset, net of allowance |
$ |
|||
December 31, 2020 |
||||
Statutory Federal income tax rate |
% | |||
Change in fair value of warrant liabilities |
( |
)% | ||
Financing costs - derivative warrant liabilities |
% | |||
Change in Valuation Allowance |
% | |||
Income Taxes Benefit |
% | |||
As of September 30, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Unaudited Condensed Balance Sheet |
||||||||||||
Total assets |
$ | $ | $ | |||||||||
Total liabilities |
$ | $ | $ | |||||||||
Class A common stock subject to possible redemption |
||||||||||||
Stockholders’ equity (deficit) |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) | ||||||||||
Class B common stock |
||||||||||||
Class F common stock |
||||||||||||
Additional paid-in-capital |
( |
) | ||||||||||
Retained earnings (accumulated deficit) |
( |
) | ( |
) | ||||||||
Total stockholders’ equity (deficit) |
( |
) | ( |
) | ||||||||
Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) |
$ | $ | $ | |||||||||
For the Three Months Ended September 30, 2020 |
||||||||||||
As Previously Reported |
Adjustment |
As Restated |
||||||||||
Unaudited Condensed Statement of Operations |
||||||||||||
Net income |
$ | $ | $ | |||||||||
Weighted average shares outstanding of redeemable Class A common stock, basic and diluted |
( |
) | ||||||||||
Basic and diluted net income per share of redeemable Class A common stock |
$ | $ | $ | |||||||||
Weighted average shares outstanding of nonredeemable Class A, Class B and Class F common stock, basic and diluted |
( |
) | ||||||||||
Basic and diluted net income per share of nonredeemable Class A, Class B and Class F common stock |
$ | $ | ( |
) | $ | |||||||
Weighted average shares outstanding of Class A common stock, basic and diluted |
||||||||||||
Basic and diluted net income per share of Class A common stock |
$ | $ | $ | |||||||||
Weighted average shares outstanding of Class B common stock, basic and diluted |
||||||||||||
Basic and diluted net income per share of Class B common stock |
$ | $ | $ | |||||||||
Weighted average shares outstanding of Class F common stock, basic and diluted |
||||||||||||
Basic and diluted net income per share of Class F common stock |
$ | $ | $ |
For the Period from June 22, 2020 (Inception) through September 30, 2020 |
||||||||||||
As Previously Reported |
Adjustment |
As Restated |
||||||||||
Unaudited Condensed Statement of Operations |
||||||||||||
Net income |
$ | $ | $ | |||||||||
Weighted average shares outstanding of redeemable Class A common stock, basic and diluted |
( |
) | ||||||||||
Basic and diluted net income per share of redeemable Class A common stock |
$ | $ | $ | |||||||||
Weighted average shares outstanding of nonredeemable Class A, Class B and Class F common stock, basic and diluted |
( |
) | ||||||||||
Basic and diluted net income per share of nonredeemable Class A, Class B and Class F common stock |
$ | $ | ( |
) | $ | |||||||
Weighted average shares outstanding of Class A common stock, basic and diluted |
||||||||||||
Basic and diluted net income per share of Class A common stock |
$ | $ | $ | |||||||||
Weighted average shares outstanding of Class B common stock, basic and diluted |
||||||||||||
Basic and diluted net income per share of Class B common stock |
$ | $ | $ | |||||||||
Weighted average shares outstanding of Class F common stock, basic and diluted |
||||||||||||
Basic and diluted net income per share of Class F common stock |
$ | $ | $ |
For the Period from June 22, 2020 (Inception) through September 30, 2020 |
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As Previously Reported |
Adjustment |
As Restated |
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Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: |
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Initial Value of Class A common stock subject to possible redemption |
$ | $ | ( |
) | $ | |||||||
Change in fair value of Class A common stock subject to possible redemption |
$ | $ | ( |
) | $ | |||||||
Accretion on Class A common stock subject to possible redemption amount |
$ | $ | $ |